HomeMy WebLinkAboutORANGE, COUNTY OF (55) - 20161
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IF" 7- ^'7
c
AGREEMENT FOR PROVISION OF
FIFTEEN IN TWENTY-TWENTY (FIT) CITIES MINI GRANT SERVICES
BETWEEN
COUNTY OF ORANGE
AND
CITY OF SANTA ANA
FEBRUARY 1, 2016 THROUGH JUNE 30, 2016
THIS AGREEMENT entered into I" day of February 2016, which date is enumerated for purposes of
reference only, is by and between the COUNTY OF ORANGE (COUNTY) and City of Santa Ana,
(CONTRACTOR). This Agreement shall be administered by the County of Orange Health Care Agency
(ADMINISTRATOR),
WITNESSETH:
WHEREAS, COUNTY wishes to contract with CONTRACTOR for the provision of Fifteen in
Twenty -Twenty (FIT) Cities Mini Grant services described herein to the residents of Orange County; and
WHEREAS, CONTRACTOR is agreeable to the rendering of such services on the terms and
conditions hereinafter set forth:
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
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PARAGRAPH
PAGE
TitlePage.................................................................................................................................
1
Contents...................................................................................................................................
2
Referenced Contract Provisions..............................................................................................
4
1.
Acronyms.................................................................................................................................
5
II.
Alteration of Terms.................................................................................................................
6
III.
Compliance..............................................................................................................................
6
N.
Confidentiality .........................................................................................................................
9
V.
Delegation, Assignment and Subcontracts.......................................................
VI.
Employee Eligibility Verification...........................................................................................
10
VII.
Expenditure Report..................................................................................................................
I I
VIII,
Facilities, Payments and Services...........................................................................................
1 l
IX.
Indemnification and Insurance................................................................................................
I I
X.
Inspections and Audits............................................................................................................
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XI.
Licenses and Laws...................................................................................................................
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XII.
Literature, Advertisements, and Social Media........................................................................
16
XIII.
Maximum Obligation..............................................................................................................
17
XIV.
Nondiscrimination...................................................................................................................
17
XV.
Notices.....................................................................................................................................
19
XVI.
Notification Of Public Events And Meetings.........................................................................
20
XVII.
Records Management and Maintenance.................................................................................
20
XVIII.
Research and Publication........................................................................................................
20
XIX.
Right to Work and Minimum Wage Laws.............................................................................
21
XX.
Severability ..............................................................................................................................
21
XXI.
Status of Contractor.................................................................................................................
21
XXII.
Term.........................................................................................................................................
22
=11.
Termination.............................................................................................................................
22
XXIV.
Third Party Beneficiary...........................................................................................................
24
XXV.
Waiver of Default or Breach...................................................................................................
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SignaturePage........................................................................................................................
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CONTENTS
EXHIBIT A PAGE
I. Definitions................................................................................................................................ 1
II. Payments................................................................................................................................... 1
M. Records..................................................................................................................................... 2
W. Reports...................................................................................................................................... 3
V. Services..................................................................................................................................... 3
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REFERENCED CONTRACT PROVISIONS
Term: February 1, 2016 through June 30, 2016
Maximum Obligation: $30,000
Basis for Reimbursement: Negotiated Rate
Payment Method: Payment in arrears
Notices to COUNTY and CONTRACTOR:
COUNTY: County of Orange
Health Care Agency
Contract Services
405 West 5th Street, Suite 600
Santa Ana, CA 92701-4637
CONTRACTOR: City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
Vemy Carvajal, AICP
vcarvaj al (cDrsanta-ana.org
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I. ACRONYMS
The following standard definitions are for reference purposes only and may or may not apply in their
entirety
throughout this
Agreement:
A.
ARRA
American Recovery and Reinvestment Act
B.
ASRS
Alcohol and Drug Programs Reporting System
C.
CCC
California Civil Code
D.
CCR
California Code of Regulations
E.
CEO
County Executive Office
F.
CFR
Code of Federal Regulations
G.
CHPP
COUNTY HIPAA Policies and Procedures
H.
CHS
Correctional Health Services
I.
COI
Certificate of Insurance
J.
D/MC
Drug/Medi-Cal
K.
DHCS
Department of Health Care Services
L.
DPFS
Drug Program Fiscal Systems
M.
DRS
Designated Record Set
N.
ePHI
Electronic Protected Health Information
0.
GAAP
Generally Accepted Accounting Principles
P.
HCA
Health Care Agency
Q.
HHS
Health and Human Services
R.
HIPAA
Health Insurance Portability and Accountability Act of 1996, Public
Law 104-191
S.
HSC
California Health and Safety Code
T.
ISO
Insurance Services Office
U.
MHP
Mental Health Plan
V.
OCJS
Orange County Jail System
W.
OCPD
Orange County Probation Department
X.
OCR
Office for Civil Rights
Y.
OCSD
Orange County Sheriff's Department
Z.
OIG
Office of Inspector General
AA.
OMB
Office of Management and Budget
AB.
OPM
Federal Office of Personnel Management
AC.
PA DSS
Payment Application Data Security Standard
AD.
PC
State of California Penal Code
AE.
PCI DSS
Payment Card Industry Data Security Standard
AF.
PHI
Protected Health Information
AG,
PlI
Personally Identifiable Information
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AH. PRA Public Record Act
At. SIR Self -Insured Retention
AJ. The FIITECH Act The Health Information Technology for Economic and CIinical Health
Act, Public Law 111-005
AK. USC United States Code
AL. WIC State of California Welfare and Institutions Code
II. ALTERATION OF TERMS
A. This Agreement, together with Exhibit A attached hereto and incorporated herein, fully
expresses the complete understanding of COUNTY and CONTRACTOR with respect to the subject
matter of this Agreement.
B. Unless otherwise expressly stated in this Agreement, no addition to, or alteration of the terms of
this Agreement or any Exhibit, whether written or verbal, made by the parties, their officers, employees
or agents shall be valid unless made in the form of a written amendment to this Agreement, which has
been formally approved and executed by both parties.
III. COMPLIANCE
A. ADMINISTRATOR has established a Compliance Program for the purpose of ensuring
adherence to all rules and regulations related to federal and state health care programs.
1. ADMINISTRATOR shall provide CONTRACTOR with a copy of the relevant HCA
policies and procedures relating to FICA's Compliance Program, FICA's Code of Conduct and General
Compliance Trainings,
2. CONTRACTOR has the option to adhere to FICA's Compliance Program and Code of
Conduct or establish its own, provided CONTRACTOR's Compliance Program and Code of Conduct
have been verified to include all required elements by ADMINISTRATOR's Compliance Officer as
described in subparagraphs below.
3. If CONTRACTOR elects to adhere to FICA's Compliance Program and Code of Conduct;
the CONTRACTOR shall submit to the ADMINISTRATOR within thirty (30) calendar days of award
of this Agreement a signed acknowledgement that CONTRACTOR shall comply with FICA's
Compliance Program and Code of Conduct.
4, If CONTRACTOR elects to have its own Compliance Program and Code of Conduct then it
shall submit a copy of its Compliance Program, Code of Conduct and relevant policies and procedures to
ADMINISTRATOR within thirty (30) calendar days of award of this Agreement. ADMINISTRATOR's
Compliance Officer shall determine if CONTRACTOR Compliance Program and Code of Conduct
contains all required elements. CONTRACTOR shall take necessary action to meet said standards or
shall be asked to acknowledge and agree to the FICA's Compliance Program and Code of Conduct if the
CONTRACTOR's Compliance Program and Code of Conduct does not contain all required elements.
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5. Upon written confirmation from ADMMSTRATOR's Compliance Officer that the
CONTRACTOR Compliance Program and Code of Conduct contains all required elements,
CONTRACTOR shall ensure that all Covered Individuals relative to this Agreement are made aware of
CONTRACTOR's Compliance Program, Code of Conduct and related policies and procedures.
6. Failure of CONTRACTOR to submit its Compliance Program, Code of Conduct and
relevant policies and procedures shall constitute a material breach of this Agreement. Failure to cure
such breach within sixty (60) calendar days of such notice from ADMINISTRATOR shall constitute
grounds for termination of this Agreement as to the non -complying parry.
B. SANCTION SCREENING — CONTRACTOR shall adhere to all screening policies and
procedures and screen all Covered Individuals employed or retained to provide services related to this
Agreement to ensure that they are not designated as Ineligible Persons, as pursuant to this Agreement.
Screening shall be conducted against the General Services Administration's Excluded Parties List System
or System for Award Management, the Health and Human Services/Office of Inspector General List of
Excluded Individuals/Entities, and the California Medi -Cal Suspended and Ineligible Provider List and/or
any other list or system as identified by the ADMINISTRATOR.
1. Covered Individuals includes all contractors, subcontractors, agents, and other persons who
provide health care items or services or who perform billing or coding functions on behalf of
ADMINISTRATOR. Notwithstanding the above, this term does not include part-time or per -diem
employees, contractors, subcontractors, agents, and other persons who are not reasonably expected to
work more than one hundred sixty (160) hours per year; except that any such individuals shall become
Covered Individuals at the point when they work more than one hundred sixty (160) hours during the
calendar year. CONTRACTOR shall ensure that all Covered Individuals relative to this Agreement are
made aware of ADMINISTRATOR'S Compliance Program, Code of Conduct and related policies and
procedures.
2. An Ineligible Person shall be any individual or entity who:
a. is currently excluded, suspended, debarred or otherwise ineligible to participate in
federal and state health care programs; or
b. has been convicted of a criminal offense related to the provision of health care items or
services and has not been reinstated in the federal and state health care programs after a period of
exclusion, suspension, debarment, or ineligibility.
3. CONTRACTOR shall screen prospective Covered Individuals prior to hire or engagement.
CONTRACTOR shall not hire or engage any Ineligible Person to provide services relative to this
Agreement.
4. CONTRACTOR shall screen all current Covered Individuals and subcontractors
semi-annually to ensure that they have not become Ineligible Persons. CONTRACTOR shall also request
that its subcontractors use their best efforts to verify that they are eligible to participate in all federal and
State of California health programs and have not been excluded or debarred from participation in any
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I federal or state health care programs, and to further represent to CONTRACTOR that they do not have
2 any Ineligible Person in their employ or under contract.
3 5. Covered Individuals shall be required to disclose to CONTRACTOR immediately any
4 debarment, exclusion or other event that makes the Covered Individual an Ineligible Person.
5 CONTRACTOR shall notify ADMINISTRATOR immediately if a Covered Individual providing
6 services directly relative to this Agreement becomes debarred, excluded or otherwise becomes an
7 Ineligible Person.
g 6. CONTRACTOR acknowledges that Ineligible Persons are precluded from providing federal
9 and state funded health care services by contract with COUNTY in the event that they are currently
10 sanctioned or excluded by a federal or state law enforcement regulatory or licensing agency. If
11 CONTRACTOR becomes aware that a Covered Individual has become an Ineligible Person,
12 CONTRACTOR shall remove such individual from responsibility for, or involvement with, COUNTY
13 business operations related to this Agreement.
14 7. CONTRACTOR shall notify ADMINISTRATOR immediately if a Covered Individual or
15 entity is currently excluded, suspended or debarred, or is identified as such after being sanction screened.
16 Such individual or entity shall be immediately removed from participating in any activity associated
17 with this Agreement. ADMINISTRATOR will determine appropriate repayment from, or sanction(s) to
lg CONTRACTOR for services provided by ineligible person or individual. CONTRACTOR shall
19 promptly return any overpayments within forty-five (45) business days after the overpayment is verified
20 by the ADMINISTRATOR.
21 C. COMPLIANCE TRAINING — ADMINISTRATOR shall make General Compliance Training
22 and Provider Compliance Training, where appropriate, available to Covered Individuals.
23 1. CONTRACTOR shall use its best efforts to encourage completion by Covered Individuals;
24 provided, however, that at a minimum CONTRACTOR shall assign at least one (1) designated
25 representative to complete all Compliance Trainings when offered.
26 2. Such training will be made available to Covered Individuals within thirty (30) calendar days
27 of employment or engagement.
28 3. Such training will be made available to each Covered Individual annually.
29 4. Each Covered Individual attending training shall certify, in writing, attendance at
30 compliance training. CONTRACTOR shall retain the certifications. Upon written request by
31 ADMINISTRATOR, CONTRACTOR shall provide copies of the certifications.
32 D. MEDICAL BILLING, CODING, AND DOCUMENTATION COMPLIANCE STANDARDS
33 1. CONTRACTOR shall take reasonable precaution to ensure that the coding of health care
34 claims, billings and/or invoices for same are prepared and submitted in an accurate and timely manner
35 and are consistent with federal, state and county laws and regulations.
36 2. CONTRACTOR shall not submit any false, fraudulent, inaccurate and/or fictitious claims
37 for payment or reimbursement of any kind.
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3. CONTRACTOR shall bill only for those eligible services actually rendered which are also
fully documented. When such services are coded, CONTRACTOR shall use accurate billing codes
which accurately describes the services provided and must ensure compliance with all billing and
documentation requirements.
4. CONTRACTOR shall act promptly to investigate and correct any problems or errors in
coding of claims and billing, if and when, any such problems or errors are identified.
5. CONTRACTOR shall promptly return any overpayments within forty-five (45) business
days after the overpayment is verified by the ADMINISTRATOR.
IV. CONFIDENTIALITY
A. CONTRACTOR shall maintain the confidentiality of all records, including billings and any
audio and/or video recordings, in accordance with all applicable federal, state and county codes and
regulations, as they now exist or may hereafter be amended or changed.
B. Prior to providing any services pursuant to this Agreement, all members of the Board of
Directors or its designee or authorized agent, employees, consultants, subcontractors, volunteers and
interns of the CONTRACTOR shall agree, in writing, with CONTRACTOR to maintain the
confidentiality of any and all information and records which may be obtained in the course of providing
such services. This Agreement shall specify that it is effective irrespective of all subsequent resignations
or terminations of CONTRACTOR members of the Board of Directors or its designee or authorized
agent, employees, consultants, subcontractors, volunteers and interns.
Y. DELEGATION ASSIGNMENT AND SUBCONTRACTS
A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without
prior written consent of COUNTY. CONTRACTOR shall provide written notification of
CONTRACTOR's intent to delegate the obligations hereunder, either in whole or part, to
ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation.
Any attempted assignment or delegation in derogation of this paragraph shall be void.
B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the
prior written consent of COUNTY.
1. If CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to
any other corporate structure of CONTRACTOR, including a change in more than fifty percent (50%) of
the composition of the Board of Directors within a two (2) month period of time, shall be deemed an
assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community
clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal
Government. Any attempted assignment or delegation in derogation of this subparagraph shall be void.
2. if CONTRACTOR is a for-profit organization, any change in the business structure,
including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of
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I CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a
2 change in fifty percent (50%) or more of Board of Directors of CONTRACTOR at one time shall be
3 deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in
4 derogation of this subparagraph shall be void.
5 3. If CONTRACTOR is a governmental organization, any change to another structure,
6 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board
7 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an
8 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this
9 subparagraph shall be void.
10 4. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization,
1 I CONTRACTOR shall provide written notification of CONTRACTOR's intent to assign the obligations
12 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to
13 the effective date of the assignment.
14 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization,
15 CONTRACTOR shall provide written notification within thirty (30) calendar days to
16 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors of
17 CONTRACTOR at one time.
is C. CONTRACTOR's obligations undertaken pursuant to this Agreement may be carried out by
19 means of subcontracts, provided such subcontracts are approved in advance, in writing by
20 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity
21 under subcontract, and include any provisions that ADMINISTRATOR may require.
22 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a
23 subcontract upon five (5) calendar days' written notice to CONTRACTOR if the subcontract
24 subsequently fails to meet the requirements of this Agreement or any provisions that
25 ADMINISTRATOR has required.
26 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY
27 pursuant to this Agreement.
28 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR,
29 amounts claimed for subcontracts not approved in accordance with this paragraph.
30 4. This provision shall not be applicable to service agreements usually and customarily entered
31 into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services
32 provided by consultants.
33
34 VI. EMPLOYEE ELIGIBILITY VERIFICATION
35 CONTRACTOR warrants that it shall fully comply with all federal and state statutes and regulations
36 regarding the employment of aliens and others and to ensure that employees, subcontractors, and
37 consultants performing work under this Agreement meet the citizenship or alien status requirements set
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forth in federal statutes and regulations. CONTRACTOR shall obtain, from all employees,
subcontractors, and consultants performing work hereunder, all verification and other documentation of
employment eligibility status required by federal or state statutes and regulations including, but not
limited to, the Immigration Reform and Control Act of 1986, 8 USC §1324 et seq., as they currently
exist and as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all
covered employees, subcontractors, and consultants for the period prescribed by the law.
VII. EXPENDITURE REPORT
A. No later than sixty (60) calendar days following termination of each period or fiscal year of this
Agreement, CONTRACTOR shall submit to ADMINISTRATOR, for informational purposes only, an
Expenditure Report for the preceding fiscal year, or portion thereof. Such report shall be prepared in
accordance with the procedure that is provided by ADMINISTRATOR and GAAP.
B. CONTRACTOR may be required to submit periodic Expenditure Reports throughout the term
of this Agreement.
VIII. FACILITIES PAYMENTS AND SERVICES
CONTRACTOR agrees to provide the services, staffing, facilities, and supplies in accordance with
this Agreement. COUNTY shall compensate, and authorize, when applicable, said services. COUNTY
shall compensate, and authorize, when applicable, said services. CONTRACTOR shall operate
continuously throughout the term of this Agreement with at least the minimum number and type of staff
which meet applicable federal and state requirements, and which are necessary for the provision of the
services hereunder.
IX. INDEMNIFICATION AND INSURANCE
A. CONTRACTOR agrees to indemnify, defend with counsel approved in writing by COUNTY,
and hold COUNTY, its elected and appointed officials, officers, employees, agents and those special
districts and agencies for which COUNTY's Board of Supervisors acts as the governing Board
(COUNTY INDEMNITEES) harmless from any claims, demands or liability of any kind or nature,
including but not limited to personal injury or property damage, arising from or related to the services,
products or other performance provided by CONTRACTOR pursuant to this Agreement. If judgment is
entered against CONTRACTOR and COUNTY by a court of competent jurisdiction because of the
concurrent active negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and
COUNTY agree that liability will be apportioned as determined by the court. Neither party shall request
a jury apportionment.
B. Prior to the provision of services under this Agreement, CONTRACTOR agrees to purchase all
required insurance at CONTRACTOR's expense and to submit to COUNTY the COI, including all
endorsements required herein, necessary to satisfy COUNTY that the insurance provisions of this
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Agreement have been complied with and to maintain such insurance coverage with COUNTY during the
entire term of this Agreement. In addition, all subcontractors performing work on behalf of
CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and
conditions as set forth herein for CONTRACTOR.
C. All SIRS and deductibles shall be clearly stated on the COI. If no SIRS or deductibles apply,
indicate this on the COI with a 0 by the appropriate line of coverage. Any SIR or deductible in an
amount in excess of $25,000 ($5,000 for automobile liability), shall specifically be approved by the
CEO/Office of Risk Management.
D. If CONTRATOR fails to maintain insurance acceptable to COUNTY for the full term of this
Agreement, COUNTY may terminate this Agreement.
E. QUALIFIED INSURER
1. The policy or policies of insurance must be issued by an insurer licensed to do business in
the state of California (California Admitted Carrier) or have a minimum rating of A- (Secure A.M.
Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's
Key Rating Guide/Property-Casualty/United States or ambest.com)
2. If the insurance carrier is not an admitted carrier in the state of California and does not have
an A.M. Best rating of A -/VIII, the CEO/Office of Risk Management retains the right to approve or
reject a carrier after a review of the company's performance and financial ratings.
F. The policy or policies of insurance maintained by CONTRACTOR shall provide the minimum
limits and coverage as set forth below:
Coverage
Commercial General Liability
Automobile Liability including coverage
for owned, non -owned and hired vehicles
Workers' Compensation
Employers' Liability Insurance
Minimum Limits
$1,000,000 per occurrence
$2,000,000 aggregate
$1,000,000 per occurrence
Statutory
$1,000,000 per occurrence
G. REQUIRED COVERAGE FORMS
1. The Commercial General Liability coverage shall be written on ISO form CG 00 01, or a
substitute form providing liability coverage at least as broad.
2. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05,
CA 0012, CA 00 20, or a substitute form providing coverage at least as broad.
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H. REQUIRED ENDORSEMENTS — The Commercial General Liability policy shall contain the
following endorsements, which shall accompany the COI:
1. An Additional Insured endorsement using ISO form CG 2010 or CG 2033 or a format least
as broad naming the County of Orange, its elected and appointed officials, officers, employees, agents as
Additional Insureds.
2. A primary non-contributing endorsement evidencing that the CONTRACTOR's insurance
is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and
non-contributing.
I. All insurance policies required by this Agreement shall waive all rights of subrogation against
the County of Orange and members of the Board of Supervisors, its elected and appointed officials,
officers, agents and employees when acting within the scope of their appointment or employment.
J. The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving
all rights of subrogation against the County of Orange, and members of the Board of Supervisors, its
elected and appointed officials, officers, agents and employees.
K. All insurance policies required by this Agreement shall give COUNTY thirty (30) calendar
days' notice in the event of cancellation and ten (10) calendar days' notice for non-payment of premium.
This shall be evidenced by policy provisions or an endorsement separate from the COI.
L. If CONTRACTOR's Professional Liability policy is a "claims made" policy, CONTRACTOR
shall agree to maintain professional liability coverage for two years following completion of Agreement.
M. The Commercial General Liability policy shall contain a severability of interests' clause also
known as a "separation of insureds" clause (standard in the ISO CG 0001 policy).
N. COUNTY expressly retains the right to require CONTRACTOR to increase or decrease
insurance of any of the above insurance types throughout the term of this Agreement. Any increase or
decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately
protect COUNTY.
0. COUNTY shall notify CONTRACTOR in writing of changes in the insurance requirements. If
CONTRACTOR does not deposit copies of acceptable COI's and endorsements with COUNTY
incorporating such changes within thirty (30) calendar days of receipt of such notice, this Agreement
may be in breach without further notice to CONTRACTOR, and COUNTY shall be entitled to all legal
remedies.
P. The procuring of such required policy or policies of insurance shall not be construed to limit
CONTRACTOR's liability hereunder nor to fulfill the indemnification provisions and requirements of
this Agreement, nor act in any way to reduce the policy coverage and limits available from the insurer.
Q. SUBMISSION OF INSURANCE DOCUMENTS
1. The COI and endorsements shall be provided to COUNTY as follows:
a. Prior to the start date of this Agreement.
b. No later than the expiration date for each policy,
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c. Within thirty (30) calendar days upon receipt of written notice by COUNTY regarding
changes to any of the insurance types as set forth in Subparagraph P. of this Agreement.
2. The COI and endorsements shall be provided to the COUNTY at the address as referenced
in the Referenced Contract Provisions of this Agreement.
3. If CONTRACTOR fails to submit the COI and endorsements that meet the insurance
provisions stipulated in this Agreement by the above specified due dates, ADMINISTRATOR shall have
sole discretion to impose one or both of the following:
a. ADMINISTRATOR may withhold or delay any or all payments due CONTRACTOR
pursuant to any and all Agreements between COUNTY and CONTRACTOR until such time that the
required COI and endorsements that meet the insurance provisions stipulated in this Agreement are
submitted to ADMINISTRATOR.
b. At ADMINISTRATOR's discretion, CONTRACTOR maybe assessed a penalty of one
hundred dollars ($100) for each late COI or endorsement for each business day, pursuant to any and all
Agreements between COUNTY and CONTRACTOR, until such time that the required COI and
endorsements that meet the insurance provisions stipulated in this Agreement are submitted to
ADMINISTRATOR.
c. If CONTRACTOR is assessed a late penalty, the amount shall be deducted from
CONTRACTOR's monthly invoice.
4. In no cases shall assurances by CONTRACTOR, its employees, agents, including any
insurance agent, be construed as adequate evidence of insurance. COUNTY will only accept valid
COI's and endorsements, or in the interim, an insurance binder as adequate evidence of insurance.
X. INSPECTIONS AND AUDITS
A. ADMINISTRATOR, any authorized representative of COUNTY, any authorized representative
of the State of California, the Secretary of the United States Department of Health and Human Services,
the Comptroller General of the United States, or any other of their authorized representatives, shall have
access to any books, documents, and records, including but not limited to, financial statements, general
ledgers, relevant accounting systems, medical and client records, of CONTRACTOR that are directly
pertinent to this Agreement, for the purpose of responding to a beneficiary complaint or conducting an
audit, review, evaluation, or examination, or making transcripts during the periods of retention set forth
in the Records Management and Maintenance Paragraph of this Agreement. Such persons may at all
reasonable times inspect or otherwise evaluate the services provided pursuant to this Agreement, and the
premises in which they are provided.
B. CONTRACTOR shall actively participate and cooperate with any person specified in
Subparagraph A. above in any evaluation or monitoring of the services provided pursuant to this
Agreement, and shall provide the above—mentioned persons adequate office space to conduct such
evaluation or monitoring.
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C. AUDIT RESPONSE
1. Following an audit report, in the event of non—compliance with applicable laws and
regulations governing funds provided through this Agreement, COUNTY may terminate this Agreement
as provided for in the Tennination Paragraph or direct CONTRACTOR to immediately implement
appropriate corrective action. A plan of corrective action shall be submitted to ADMINISTRATOR in
writing within thirty (30) calendar days after receiving notice from ADMINISTRATOR.
2. If the audit reveals that money is payable from one party to the other, that is, reimbursement
by CONTRACTOR to COUNTY, or payment of sums due from COUNTY to CONTRACTOR, said
funds shall be due and payable from one party to the other within sixty (60) calendar days of receipt of
the audit results. If reimbursement is due from CONTRACTOR to COUNTY, and such reimbursement
is not received within said sixty (60) calendar days, COUNTY may, in addition to any other remedies
provided by law, reduce any amount owed CONTRACTOR by an amount not to exceed the
reimbursement due COUNTY.
D. CONTRACTOR shall forward to ADMINISTRATOR a copy of any audit report within
fourteen (14) calendar days of receipt. Such audit shall include, but not be limited to, management,
financial, programmatic or any other type of audit of CONTRACTOR's operations, whether or not the
cost of such operation or audit is reimbursed in whole or in part through this Agreement.
XI. LICENSES AND LAWS
A. CONTRACTOR, its officers, agents, employees, affiliates, and subcontractors shall, throughout
the term of this Agreement, maintain all necessary licenses, permits, approvals, certificates,
accreditations, waivers, and exemptions necessary for the provision of the services hereunder and
required by the laws, regulations and requirements of the United States, the State of California,
COUNTY, and all other applicable governmental agencies. CONTRACTOR shall notify
ADMINISTRATOR immediately and in writing of its inability to obtain or maintain, irrespective of the
pendency of any hearings or appeals, permits, licenses, approvals, certificates, accreditations, waivers
and exemptions. Said inability shall be cause for termination of this Agreement.
B. ENFORCEMENT OF CHILD SUPPORT OBLIGATIONS
1. CONTRACTOR agrees to furnish to ADMINISTRATOR within thirty (30) calendar days
of the award of this Agreement:
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 percent (10%) or more in the contracting entity;
e. A certification that CONTRACTOR has fully complied with all applicable federal and
state reporting requirements regarding its employees;
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d. A certification that CONTRACTOR has fully complied with all lawfully served Wage
and Earnings Assignment Orders and Notices of Assignment, and will continue to so comply.
2. Failure of CONTRACTOR to timely submit the data and/or certifications required by
Subparagraphs La., l.b., l,c., or l.d. above, or to comply with all federal and state employee reporting
requirements for child support enforcement, or to comply with all lawfully served Wage and Earnings
Assignment Orders and Notices of Assignment, shall constitute a material breach of this Agreement; and
failure to cure such breach within sixty (60) calendar days of notice from COUNTY shall constitute
grounds for termination of this Agreement.
3. It is expressly understood that this data will be transmitted to governmental agencies
charged with the establishment and enforcement of child support orders, or as permitted by federal
and/or state statute.
C. CONTRACTOR shall comply with all applicable governmental laws, regulations, and
requirements as they exist now or may be hereafter amended or changed. These laws, regulations, and
requirements shall include, but not be limited to, the following:
1. ARRA of 2009.
2. 42 CFR, Public health.
XII. LITERATURE ADVERTISEMENTS AND SOCIAL MEDIA
A. Any written information or literature, including educational or promotional materials,
distributed by CONTRACTOR to any person or organization for purposes directly or indirectly related
to this Agreement must be approved at least thirty (30) days in advance and in writing by
ADMINISTRATOR before distribution. For the purposes of this Agreement, distribution of written
materials shall include, but not be limited to, pamphlets, brochures, flyers, newspaper or magazine ads,
and electronic media such as the Internet.
B. Any advertisement through radio, television broadcast, or the Internet, for educational or
promotional purposes, made by CONTRACTOR for purposes directly or indirectly related to this
Agreement must be approved in advance at least thirty (30) days and in writing by ADMINISTRATOR.
C. If CONTRACTOR uses social media (such as Facebook, Twitter, YouTube or other publicly
available social media sites) in support of the services described within this Agreement,
CONTRACTOR shall develop social media policies and procedures and have them available to
ADMINISTRATOR upon reasonable notice. CONTRACTOR shall inform ADMINISTRATOR of all
forms of social media used to either directly or indirectly support the services described within this
Agreement. CONTRACTOR shall comply with COUNTY Social Media Use Policy and Procedures as
they pertain to any social media developed in support of the services described within this Agreement.
CONTRACTOR shall also include any required funding statement information on social media when
required by ADMINISTRATOR.
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D. Any information as described in Subparagraphs A. and B. above shall not imply endorsement by
COUNTY, unless ADMINISTRATOR consents thereto in writing.
XIII. MAXIMUM OBLIGATION
The Maximum Obligation of COUNTY for services provided in accordance with this Agreement is
as specified in the Referenced Contract Provisions of this Agreement.
XIV. NONDISCRIMINATION
A. EMPLOYMENT
During the term of this Agreement, CONTRACTOR and its Covered Individuals shall not
unlawfully discriminate against any employee or applicant for employment because of his/her race,
religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition,
genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual
orientation, or military and veteran status. Additionally, during the term of this Agreement,
CONTRACTOR and its Covered Individuals shall require in its subcontracts that subcontractors shall
not unlawfully discriminate against any employee or applicant for employment because of his/her race,
religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition,
genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual
orientation, or military and veteran status,
2. CONTRACTOR and its Covered Individuals shall not discriminate against employees or
applicants for employment in the areas of employment, promotion, demotion or transfer; recruitment or
recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection
for training, including apprenticeship.
3. CONTRACTOR shall not discriminate between employees with spouses and employees
with domestic partners, or discriminate between domestic partners and spouses of those employees, in
the provision of benefits.
4. CONTRACTOR shall post in conspicuous places, available to employees and applicants for
employment, notices from ADMINISTRATOR and/or the United States Equal Employment Opportunity
Commission setting forth the provisions of the Equal Opportunity clause.
5. All solicitations or advertisements for employees placed by or on behalf of CONTRACTOR
and/or subcontractor shall state that all qualified applicants will receive consideration for employment
without regard to race, religious creed, color, national origin, ancestry, physical disability, mental
disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender
expression, age, sexual orientation, or military and veteran status. Such requirements shall be deemed
fulfilled by use of the term EOE.
6. Each labor union or representative of workers with which CONTRACTOR and/or
subcontractor has a collective bargaining agreement or other contract or understanding must post a
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I notice advising the labor union or workers' representative of the commitments under this
2 Nondiscrimination Paragraph and shall post copies of the notice in conspicuous places available to
3 employees and applicants for employment.
4 B. SERVICES, BENEFITS AND FACILITIES -- CONTRACTOR and/or subcontractor shall not
5 discriminate in the provision of services, the allocation of benefits, or in the accommodation in facilities
6 on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental
7 disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender
8 expression, age, sexual orientation, or military and veteran status in accordance with Title IX of the
9 Education Amendments of 1972 as they relate to 20 USC §1681 - §1688; Title VI of the Civil Rights
10 Act of 1964 (42 USC §2000d); the Age Discrimination Act of 1975 (42 USC §6101); Title 9, Division
11 4, Chapter 6, Article 1 (§10800, et seq.) of the California Code of Regulations; and Title II of the
12 Genetic Information Nondiscrimination Act of 2008, 42 USC 2000ff, et seq. as applicable, and all other
13 pertinent rules and regulations promulgated pursuant thereto, and as otherwise provided by state law and
14 regulations, as all may now exist or be hereafter amended or changed. For the purpose of this
15 Nondiscrimination paragraph, Discrimination includes, but is not limited to the following based on one
16 or more of the factors identified above:
17 1. Denying a client or potential client any service, benefit, or accommodation.
18 2. Providing any service or benefit to a client which is different or is provided in a different
19 manner or at a different time from that provided to other clients.
20 3. Restricting a client in any way in the enjoyment of any advantage or privilege enjoyed by
21 others receiving any service or benefit.
22 4. Treating a client differently from others in satisfying any admission requirement or
23 condition, or eligibility requirement or condition, which individuals must meet in order to be provided
24 any service or benefit.
25 5. Assignment of times or places for the provision of services,
26 C. COMPLAINT PROCESS — CONTRACTOR shall establish procedures for advising all clients
27 through a written statement that CONTRACTOR's and/or subcontractor's clients may file all complaints
28 alleging discrimination in the delivery of services with CONTRACTOR, subcontractor, and
29 ADMINISTRATOR or the U.S. Department of Health and Human Services' OCR.
30 1. Whenever possible, problems shall be resolved informally and at the point of service.
31 CONTRACTOR shall establish an internal informal problem resolution process for clients not able to
32 resolve such problems at the point of service. Clients may initiate a grievance or complaint directly with
33 CONTRACTOR either orally or in writing.
34 2. Within the time limits procedurally imposed, the complainant shall be notified in writing as
35 to the findings regarding the alleged complaint and, if not satisfied with the decision, may file an appeal.
36 D. PERSONS WITH DISABILITIES — CONTRACTOR and/or subcontractor agree to comply
37 with the provisions of §504 of the Rehabilitation Act of 1973, as amended, (29 USC 794 et seq., as
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implemented in 45 CPR 84.1 et seq.), and the Americans with Disabilities Act of 1990 as amended (42
USC 12101 et seq.; as implemented in 29 CPR 1630), as applicable, pertaining to the prohibition of
discrimination against qualified persons with disabilities in all programs or activities; and if applicable,
as implemented in Title 45, CFR, §84.1 et seq., as they exist now or may be hereafter amended together
with succeeding legislation.
E. RETALIATION -- Neither CONTRACTOR nor subcontractor, nor its employees or agents shall
intimidate, coerce or take adverse action against any person for the purpose of interfering with rights
secured by federal or state laws, or because such person has filed a complaint, certified, assisted or
otherwise participated in an investigation, proceeding, hearing or any other activity undertaken to
enforce rights secured by federal or state law.
F. In the event of non-compliance with this paragraph or as otherwise provided by federal and state
law, this Agreement may be canceled, terminated or suspended in whole or in part and CONTRACTOR
or subcontractor may be declared ineligible for further contracts involving federal, state or county funds,
XV. NOTICES
A. Unless otherwise specified, all notices, claims, correspondence, reports and/or statements
authorized or required by this Agreement shall be effective:
1. When written and deposited in the United States mail, first class postage prepaid and
addressed as specified in the Referenced Contract Provisions of this Agreement or as otherwise directed
by ADMINISTRATOR;
2. When faxed, transmission confirmed;
3. When sent by Email; or
4. When accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel
Service, or any other expedited delivery service.
B. Termination Notices shall be addressed as specified in the Referenced Contract Provisions of
this Agreement or as otherwise directed by ADMINISTRATOR and shall be effective when faxed,
transmission confirmed, or when accepted by U.S. Postal Service Express Mail, Federal Express, United
Parcel Service, or any other expedited delivery service.
C. CONTRACTOR shall notify ADMINISTRATOR, in writing, within twenty-four (24) hours of
becoming aware of any occurrence of a serious nature, which may expose COUNTY to liability. Such
occurrences shall include, but not be limited to, accidents, injuries, or acts of negligence, or loss or
damage to any COUNTY property in possession of CONTRACTOR.
D. For purposes of this Agreement, any notice to be provided by COUNTY may be given by
ADMINISTRATOR.
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I XVI. NOTIFICATION OF PUBLIC EVENTS AND MEETINGS
2 A. CONTRACTOR shall notify ADMINISTRATOR of any public event or meeting funded in
3 whole or in part by the COUNTY, except for those events or meetings that are intended solely to serve
4 clients or occur in the normal course of business.
5 B, CONTRACTOR shall notify ADMINISTRATOR at least thirty (30) business days in advance
6 of any applicable public event or meeting. The notification must include the date, time, duration,
7 location and purpose of the public event or meeting. Any promotional materials or event related flyers
8 must be approved by ADMINISTRATOR prior to distribution.
9
10 XVII. RECORDS MANAGEMENT AND MAINTENANCE
1 I A. CONTRACTOR, its officers, agents, employees and subcontractors shall, throughout the term
12 of this Agreement, prepare, maintain and manage records appropriate to the services provided and in
13 accordance with this Agreement and all applicable requirements.
14 B. CONTRACTOR shall ensure appropriate financial records related to cost reporting,
15 expenditure, revenue, billings, etc., are prepared and maintained accurately and appropriately,
16 C. CONTRACTOR shall ensure all appropriate state and federal standards of documentation,
17 preparation, and confidentiality of records related to participant, client and/or patient records are met at
18 all times.
19 D. CONTRACTOR shall retain all financial records for a minimum of seven (7) years from the
20 commencement of the contract, unless a longer period is required due to legal proceedings such as
21 litigations and/or settlement of claims.
22 E. CONTRACTOR shall make records pertaining to the costs of services, participant fees, charges,
23 billings, and revenues available at one (1) location within the limits of the County of Orange,
24 F. If CONTRACTOR is unable to meet the record location criteria above, ADMINISTRATOR
25 may provide written approval to CONTRACTOR to maintain records in a single location, identified by
26 CONTRACTOR.
27 G. CONTRACTOR may be required to retain all records involving litigation proceedings and
28 settlement of claims for a longer tern as directed by ADMINISTRATOR.
29 H. CONTRACTOR shall notify ADMINISTRATOR of any PRA requests related to, or arising out
30 of, this Agreement, within forty-eight (48) hours. CONTRACTOR shall provide ADMINISTRATOR
31 all information that is requested by the PRA request.
32
33 XVIII. RESEARCH AND PUBLICATION
34 CONTRACTOR shall not utilize information and/or data received from COUNTY, or arising out of,
35 or developed, as a result of this Agreement for the purpose of personal or professional research, or for
36 publication.
37 //
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I XIX. RIGHT TO WORK AND MINIMUM WAGE LAWS
2 A. In accordance with the United States Immigration Reform and Control Act of 1986,
3 CONTRACTOR shall require its employees directly or indirectly providing services pursuant to this
4 Agreement, in any manner whatsoever, to verify their identity and eligibility for employment in the
5 United States. CONTRACTOR shall also require and verify that its contractors, subcontractors, or any
6 other persons providing services pursuant to this Agreement, in any manner whatsoever, verify the
7 identity of their employees and their eligibility for employment in the United States.
8 B. Pursuant to the United States of America Fair Labor Standard Act of 1938, as amended, and
9 State of California Labor Code, §1178.5, CONTRACTOR shall pay no less than the greater of the
10 federal or California Minimum Wage to all its employees that directly or indirectly provide services
I I pursuant to this Agreement, in any manner whatsoever. CONTRACTOR shall require and verify that all
12 its contractors or other persons providing services pursuant to this Agreement on behalf of
13 CONTRACTOR also pay their employees no less than the greater of the federal or California Minimum
14 Wage.
15 C. CONTRACTOR shall comply and verify that its contractors comply with all other federal and
16 State of California laws for minimum wage, overtime pay, record keeping, and child labor standards
17 pursuant to providing services pursuant to this Agreement.
18 D. Notwithstanding the minimum wage requirements provided for in this clause, CONTRACTOR,
19 where applicable, shall comply with the prevailing wage and related requirements, as provided for in
20 accordance with the provisions of Article 2 of Chapter 1, Part 7, Division 2 of the Labor Code of the
21 State of California (§§ 1770, ct seq.), as it now exists or may hereafter be amended.
22
23 XX. SEVERABILITY
24 If a court of competent jurisdiction declares any provision of this Agreement or application thereof
25 to any person or circumstances to be invalid or if any provision of this Agreement contravenes any
26 federal, state or county statute, ordinance, or regulation, the remaining provisions of this Agreement or
27 the application thereof shall remain valid, and the remaining provisions of this Agreement shall remain
28 in full force and effect, and to that extent the provisions of this Agreement are severable.
29
30 XXI. STATUS OF CONTRACTOR
31 CONTRACTOR is, and shall at all times be deemed to be, an independent contractor and shall be
32 wholly responsible for the manner in which it performs the services required of it by the terms of this
33 Agreement. CONTRACTOR is entirely responsible for compensating staff, subcontractors, and
34 consultants employed by CONTRACTOR. This Agreement shall not be construed as creating the
35 relationship of employer and employee, or principal and agent, between COUNTY and CONTRACTOR
36 or any of CONTRACTOR's employees, agents, consultants, or subcontractors. CONTRACTOR
37 assumes exclusively the responsibility for the acts of its employees, agents, consultants, or
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subcontractors as they relate to the services to be provided during the course and scope of their
employment. CONTRACTOR, its agents, employees, consultants, or subcontractors, shall not be
entitled to any rights or privileges of COUNTY'S employees and shall not be considered in any manner
to be COUNTY's employees.
XXII. TERM
A. The term of this Agreement shall commence as specified in the Referenced Contract Provisions
of this Agreement or the execution date, whichever is later. This Agreement shall terminate as specified
in the Referenced Contract Provisions of this Agreement unless otherwise sooner terminated as provided
in this Agreement; provided, however, CONTRACTOR shall be obligated to perform such duties as
would normally extend beyond this term, including but not limited to, obligations with respect to
confidentiality, indemnification, audits, reporting and accounting.
B. Any administrative duty or obligation to be performed pursuant to this Agreement on a weekend
or holiday may be performed on the next regular business day.
XXIII. TERMINATION
A. Either party may terminate this Agreement, without cause, upon thirty (30) calendar days'
written notice given the other party.
B. Unless otherwise specified in this Agreement, COUNTY may terminate this Agreement upon
five (5) calendar days written notice if CONTRACTOR fails to perform any of the terms of this
Agreement. At ADMINISTRATOR's sole discretion, CONTRACTOR may be allowed up to thirty (30)
calendar days for corrective action.
C. COUNTY may terminate this Agreement immediately, upon written notice, on the occurrence
of any of the following events:
1. The loss by CONTRACTOR of legal capacity.
2. Cessation of services.
3. The delegation or assignment of CONTRACTOR'S services, operation or administration to
another entity without the prior written consent of COUNTY.
4. The neglect by any physician or licensed person employed by CONTRACTOR of any duty
required pursuant to this Agreement.
5. The loss of accreditation or any license required by the Licenses and Laws Paragraph of this
Agreement.
6, The continued incapacity of any physician or licensed person to perform duties required
pursuant to this Agreement.
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7. Unethical conduct or malpractice by any physician or licensed person providing services
pursuant to this Agreement; provided, however, COUNTY may waive this option if CONTRACTOR
removes such physician or licensed person from serving persons treated or assisted pursuant to this
Agreement.
D. CONTINGENT FUNDING
1. Any obligation of COUNTY under this Agreement is contingent upon the following:
a. The continued availability of federal, state and county fimds for reimbursement of
COUNTY's expenditures, and
b. Inclusion of sufficient funding for the services hereunder in the applicable budget(s)
approved by the Board of Supervisors.
2. In the event such funding is subsequently reduced or terminated, COUNTY may suspend,
terminate or renegotiate this Agreement upon thirty (30) calendar days' written notice given
CONTRACTOR. If COUNTY elects to renegotiate this Agreement due to reduced or terminated
funding, CONTRACTOR shall not be obligated to accept the renegotiated terms.
E. In the event this Agreement is suspended or terminated prior to the completion of the term as
specified in the Referenced Contract Provisions of this Agreement, ADMINISTRATOR may, at its sole
discretion, reduce the Maximum Obligation of this Agreement in an amount consistent with the reduced
term of the Agreement.
F. In the event this Agreement is terminated by either party pursuant to Subparagraphs B., C. or D.
above, CONTRACTOR shall do the following:
1. Comply with termination instructions provided by ADMINISTRATOR in a manner which
is consistent with recognized standards of quality care and prudent business practice.
2. Obtain immediate clarification from ADMINISTRATOR of any unsettled issues of contract
performance during the remaining contract term.
3. Until the date of termination, continue to provide the same level of service required by this
Agreement.
4. If clients are to be transferred to another facility for services, furnish ADMINISTRATOR,
upon request, all client information and records deemed necessary by ADMINISTRATOR to effect an
orderly transfer.
5. Assist ADMINISTRATOR in effecting the transfer of clients in a manner consistent with
client's best interests.
6. If records are to be transferred to COUNTY, pack and label such records in accordance with
directions provided by ADMINISTRATOR.
7. Return to COUNTY, in the manner indicated by ADMINISTRATOR, any equipment and
supplies purchased with funds provided by COUNTY.
8. To the extent services are terminated, cancel outstanding commitments covering the
procurement of materials, supplies, equipment, and miscellaneous items, as well as outstanding
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commitments which relate to personal services. With respect to these canceled commitments,
CONTRACTOR shall submit a written plan for settlement of all outstanding liabilities and all claims
arising out of such cancellation of commitment which shall be subject to written approval of
ADMINISTRATOR.
G. The rights and remedies of COUNTY provided in this Termination Paragraph shall not be
exclusive, and are in addition to any other rights and remedies provided by law or under this Agreement.
XXIV. THIRD PARTY BENEFICIARY
Neither party hereto intends that this Agreement shall create rights hereunder in third parties
including, but not limited to, any subcontractors or any clients provided services pursuant to this
Agreement.
XXV. WAIVER OF DEFAULT OR BREACH
Waiver by COUNTY of any default by CONTRACTOR shall not be considered a waiver of any
subsequent default. Waiver by COUNTY of any breach by CONTRACTOR of any provision of this
Agreement shall not be considered a waiver of any subsequent breach. Waiver by COUNTY of any
default or any breach by CONTRACTOR shall not be considered a modification of the terns of this
Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement, in the County of Orange, State ofd
California.
CITY OF SANTA ANA
BY:
TITLE: 4y
BY: 0 vt✓
ATTEST..
MARIA D. HUIZAR
CLERK OF THE COUNCIL
DATED: 5-9-/(P
DATED:
TITLE: kn�c• t���' ✓H%W�1 APPROVED�S T® FORM
LISA E. STORCK
Assistant City Attorney
COUNTY OF ORANGE
HEALTH CARE AGENCY
APPROVED AS TO FORM
OFFICE OF THE COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
im
DATED:
DATED: /11) /�
If the contracting party is a corporation, two (2) signatures are required: one (1) signature by the Chairman of the Board, the President or
any Vice President; and one (1) signature by the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer.
If the contract is signed by one (1) authorized individual only, a copy of the corporate resolution or by-laws whereby the Board of Directors
has empowered said authorized individual to act on its behalf by his or tier signature alone is required by ADMINISTRATOR.
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EXHIBITT A
AGREEMENT FOR PROVISION OF
FIFTEEN IN TWENTY-TWENTY (FIT) CITIES MINI GRANT SERVICES
BETWEEN
COUNTY OF ORANGE
AND
CITY OF SANTA ANA
FEBRUARY 1, 2016 THROUGH JUNE 30, 2016
I. DEFINITIONS
The parties agree to the following terms and definitions, and to those terms and definitions which,
for convenience, are set forth elsewhere in this Agreement:
A. Community Partners means a community based organization or resident group,
B. FIT Cities Initiative means Fifteen in Twenty-twenty which is an effort to address obesity
through making changes that will facilitate healthy eating or physical activity.
C. Mini Grant means funding given to a local planning department that will help that jurisdiction
to make changes that will result in greater opportunities for healthy eating or physical activity.
D. Mini Grantees means the local planning department that received the funding.
E. Orange County Jurisdictions means Cities or the County.
F. Resident Groups means a group of individuals from a neighborhood who are working together
to create community change.
II. PAYMENTS
A. COUNTY shall pay CONTRACTOR a negotiated rate of $30,000, based on the payment
schedule set forth below. Services, shall include but not be limited to, covering travel, parking, gas,
supplies, and any potential equipment use; provided, however, the total of such payments shall not
exceed the COUNTY's maximum obligation, as set forth in the Referenced Contract Provisions of the
Agreement. CONTRACTOR shall submit invoices for said services and be reimbursed based on the
satisfactory completion, as determined by the ADMINISTRATOR, of all six (6) of the performance
objectives outlined in the Agreement. CONTRACTOR will be required to submit Program Reports that
include but are not limited to the hours of services provided each week and such supporting
documentation as ADMINISTRATOR may require. COUNTY shall pay CONTRACTOR according to
the Payment Schedule listed below. Payment schedule may be modified, at any time, by the
ADMINISTRATOR and payments are contingent upon successful completion of Performance
Outcomes.
II
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B. CONTRACTOR's billings shall be on a fonn approved or provided by ADMINISTRATOR and
shall include information required by ADMINISTRATOR. Billings are due by the twentieth (20th)
calendar day of each payment date. Billings received after the due date may not be paid within the same
month. COUNTY should release payments to CONTRACTOR no later than twenty-one (2 1) business
days after receipt of the correctly completed billing form.
C. All billings to COUNTY shall be supported at CONTRACTOR's facility, by source
documentation including, but are not limited to, ledgers, books, vouchers,, journals, time sheets, payrolls,
appointment schedules, Client data cards, schedules for allocating costs, invoices, bank statements,
canceled checks, receipts, receiving records, and records of services provided. ADMINISTRATOR may
require CONTRACTOR to submit documentation in support of the monthly billing.
D. ADMINISTRATOR may withhold or delay any payment or partial payment if CONTRACTOR
fails to comply with any provision of this Agreement, including, but are not limited to,
CONTRACTOR's obligations with respect to data collection, reporting requirements, correcting
deficiencies, or delays in progressing satisfactorily in achieving all the terms of the Agreement.
E. COUNTY shall not reimburse CONTRACTOR for services provided beyond the expiration
and/or termination of the Agreement, except as may otherwise be provided under the Agreement, or
specifically agreed upon in a subsequent Agreement.
F. ADMINISTRATOR and CONTRACTOR may mutually agree, in writing, to modify the
Payments Paragraph of this Exhibit A to the Agreement.
III. RECORDS
A. ACTIVITY RECORDS -- CONTRACTOR shall maintain adequate records of its services
provided in sufficient detail to permit an evaluation of services. Records shall include sign in sheets for
events, flyers or other promotional materials, as well as an activity log for technical assistance.
B. FINANCIAL RECORDS — CONTRACTOR shall prepare and maintain accurate and complete
financial records of its costs and operating expenses. Such records shall reflect the actual costs of the
type of service for which payment is claimed. Any apportionment of or distribution of costs, including
indirect costs, to or between programs or cost centers of CONTRACTOR shall be documented, and shall
be made in accordance with generally accepted principles of accounting.
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I IV. REPORTS
2 A. CONTRACTOR shall submit, on forms provided or approved by ADMINISTRATOR, financial
3 and/or programmatic reports as requested by ADMINISTRATOR concerning CONTRACTOR's
4 activities as they relate to the Agreement. ADMINISTRATOR will be specific as to the nature of the
5 information requested and allow thirty (30) calendar days for CONTRACTOR to respond.
6 B. FISCAL — Monthly reports, submitted with CONTRACTOR's billings, which shall include, at a
7 minimum, the number of activities and contacts achieved and number of staff hours worked, but not be
8 limited to the following unless otherwise agreed to in writing by ADMINISTRATOR.
9 1. CONTRACTOR shall electronically submit a monthly expenditure report to
10 ADMINISTRATOR and designated COUNTY staff, in support of the monthly invoice. These reports
11 shall be on a form provided or approved by ADMINISTRATOR, and shall include the units of service
12 provided and actual costs for each of CONTRACTOR's program(s) or cost center(s) described in the
13 Service paragraph of this Exhibit A to the Agreement. Reports are due to ADMINISTRATOR no later
14 than the twentieth (20th) calendar day of the month following the month in which services were
15 performed under the Agreement, unless otherwise agreed to in writing by ADMINISTRATOR.
16 C. PROGRAMMATIC — Periodic programmatic reports on forms provided or approved by
17 ADMINISTRATOR, which shall include, a description of CONTRACTOR's progress in implementing
18 the provisions of this Agreement; any pertinent facts or interim findings; staff changes; and status of
19 licenses and/or certifications. CONTRACTOR shall report on whether or not it is progressing
20 satisfactorily in achieving all the terms of the Agreement, and if not, shall specify what steps will be
21 taken to achieve satisfactory progress. These periodic programmatic reports shall be submitted
22 according to the timeline specified by ADMINISTRATOR.
23 D. ADDITIONAL REPORTS — CONTRACTOR shall make additional reports, as required by
24 ADMINISTRATOR, concerning CONTRACTOR's activities as they affect the services hereunder.
25 ADMINISTRATOR will be specific as to the nature of information requested and allow thirty (30)
26 calendar days for CONTRACTOR to respond,
27 E. All records and reports submitted to ADMINISTRATOR shall become the property of
28 COUNTY.
29 F. ADMINISTRATOR and CONTRACTOR may mutually agree, in writing, to modify the
30 Reports Paragraph of this Exhibit A to the Agreement.
31
32 V. SERVICES
33 A. TARGET POPULATION - CONTRACTOR shall provide FIT Cities Mini Grant services to
34 Orange County residents.
35 B. SERVICES TO BE PROVIDED - CONTRACTOR shall provide the following services that
36 include but are not limited to:
37
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1. CONTRACTOR shall form a team of three to five City staff from different departments.
CONTRACTOR shall send a team three to five community residents to the Resident Leadership
Academy. (Registration fees for residents will be covered by HCA and are not part of the award.)
2. CONTRACTOR shall participate in a training session/discussion focused on local health
related data.
3. CONTRACTOR shall identify a community project that will promote health. The project
must be related to a built environment change and include the development of a plan.
4. CONTRACTOR shall hold a community event that generates public input about said
project or plan.
5. CONTRACTOR shall submit a resolution or letter of commitment committing to the
implementation of the plan post funding.
C. PERFORMANCE OBJECTIVES - CONTRACTOR shall ensure that the following
performance objectives are met on or before the stated deadline dates:
CONTRACTOR shall form a multidisciplinary team of three to five staff February 28, 2016
from different departments within the City to participate in this project
and serve as an ongoing workgroup.
2. CONTRACTOR shall recruit and retain 3-5 community residents to work June 30, 2016
with City staff as part of the workgroup. The community residents will
attend the Resident Leadership Academy which is a 3 session training
program that develops knowledge and new skills among residents in every
day communities while engaging them in the very processes that affect
community change. Sessions will be held in person. All costs to attend
the academy will be paid by the Health Care Agency, separately from this
Agreement.
3. CONTRACTOR shall ensure that the workgroup participates in a training March 30, 2016
session/discussion hosted by HCA with a focus on local health related
data and then identify a built environment project that will promote health.
4. CONTRACTOR shall ensure that the workgroup hosts a community event May 31, 2016
to get resident input to the proposed project. Events might include town
hall meetings, pop up events, or other types of community engagement
activities. The purpose of the event is to vet the proposed changes with
the community and get input to assure that the proposed project will be
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D. STAFFING REQUIREMENTS
CONTRACTOR shall ensure that the projects staffing includes the following:
1. A team of City staff from different departments (i.e. Planning, City Manager's office,
Community Development, Traffic Engineering) and;
2. Community Residents
E. FACILITY REQUIREMENTS
CONTRACTOR shall ensure that the projects facility is located in a city within Orange County.
F. CONTRACTOR shall not conduct any proselytizing activities, regardless of funding sources,
with respect to any person who has been referred to CONTRACTOR by COUNTY under the terms of
this Agreement. Further, CONTRACTOR agrees that the funds provided hereunder shall not be used to
promote, directly or indirectly, any religion, religious creed or cult, denomination or sectarian institution,
or religious belief.
G. CONTRACTOR shall make its best efforts to provide services pursuant to this Agreement in a
manner that is culturally and linguistically appropriate for the population(s) served. CONTRACTOR
shall maintain documentation of such efforts which may include, but not be limited to: records of
participation in COUNTY -sponsored or other applicable training; recruitment and hiring policies and
procedures; copies of literature in multiple languages and formats, as appropriate; and descriptions of
measures taken to enhance accessibility for, and sensitivity to, persons who are physically challenged.
H. ADMINISTRATOR and CONTRACTOR may mutually agree, in writing, to modify the
Services Paragraph of this Exhibit A to the Agreement.
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utilized. The FIT Cities team can assist with event planning and
facilitation.
5.
CONTRACTOR will hire a consultant to develop the local plan that will
June 30, 2016
actualize the agreed upon built environment change. For example, if the
team identifies pedestrian safety/injury prevention as an unmet need, the
built environment improvements might be infrastructure related and the
plan might be a safe route to school plan. Additional consultant services
are available through the Health Care Agency through a separate
Agreement. These services are available as requested.
6.
CONTRACTOR shall ensure that the workgroup participates in a 3-4 hour
June 30, 2016
summit with the other three jurisdictions to share lessons learned through
the project, to celebrate successes and to discuss future opportunities for
plan implementation.
D. STAFFING REQUIREMENTS
CONTRACTOR shall ensure that the projects staffing includes the following:
1. A team of City staff from different departments (i.e. Planning, City Manager's office,
Community Development, Traffic Engineering) and;
2. Community Residents
E. FACILITY REQUIREMENTS
CONTRACTOR shall ensure that the projects facility is located in a city within Orange County.
F. CONTRACTOR shall not conduct any proselytizing activities, regardless of funding sources,
with respect to any person who has been referred to CONTRACTOR by COUNTY under the terms of
this Agreement. Further, CONTRACTOR agrees that the funds provided hereunder shall not be used to
promote, directly or indirectly, any religion, religious creed or cult, denomination or sectarian institution,
or religious belief.
G. CONTRACTOR shall make its best efforts to provide services pursuant to this Agreement in a
manner that is culturally and linguistically appropriate for the population(s) served. CONTRACTOR
shall maintain documentation of such efforts which may include, but not be limited to: records of
participation in COUNTY -sponsored or other applicable training; recruitment and hiring policies and
procedures; copies of literature in multiple languages and formats, as appropriate; and descriptions of
measures taken to enhance accessibility for, and sensitivity to, persons who are physically challenged.
H. ADMINISTRATOR and CONTRACTOR may mutually agree, in writing, to modify the
Services Paragraph of this Exhibit A to the Agreement.
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