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Home My WebLink About20A - AA AND AGMT FOR OC REGIONAL PLANNINGREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 21, 2020 TITLE APPROVE APPROPRIATION ADJUSTMENT AND AGREEMENT WITH THE COUNTY OF ORANGE FOR REGIONAL PLANNING UNDER THE WORKFORCE INNOVATION AND OPPORTUNITY ACT ($20,500) (NON -GENERAL FUND) /s/Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO 1�1��►1�1�1:7q:7 RECOMMENDED ACTION 1. Approve an appropriation adjustment recognizing Workforce Innovation and Opportunity Act grant funds from the County of Orange in the amount of $20,500 in revenue account (no. 12418002-52001) and appropriating same to expenditure account (nos. 12418750-various). 2. Authorize the City Manager to execute an agreement with the County of Orange to receive $20,500 for regional planning and coordination efforts under the federal Workforce Innovation and Opportunity Act, for a term of one year from April 21, 2020 to April 20, 2021, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The purpose of the agreement is to provide regional collaboration and coordination of services in implementation of the federal Workforce Innovation and Opportunity Act (WIOA) in Orange County (Exhibit 1). The County of Orange may act as the fiscal agent in receipt of regional WIOA funds and is charged to allocate those funds with Santa Ana and Anaheim Workforce Development Boards. This initial contract for $20,500 is for regional planning and implementation of regional goals and objectives, policy alignment and programs as part of a State designation Regional Planning Unit in Orange County. The State has discussed distributing the regional monies via the local sub grant agreements so that individual contracts are not needed. However, this has not been implemented as yet and therefore, this agreement is necessary in order for the County of Orange to send Santa Ana its share. If the State continues to award regional grant funds to a single fiscal office, this agreement will be amended and brought back to City Council for approval. 20A-1 Agreement with the County of Orange - Workforce Innovation and Opportunity Act April 21, 2020 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item support the City's effort to meet 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 $20,500 into the OC Grant Revenue, Federal Grant -Indirect revenue account (no. 12418002-52001) and increase the OC WIOA expenditure account (nos. 12418750-various) by the same amount for expenditure as follows: Fiscal Year Accounting Unit- Fund Description Accounting Unit, Account Amount Account Description FY 19-20 12418750-various Orange County OC Workforce Innovation and $20,500 Grants Opportunity Act Exhibit: 1. Regional Workforce Services Agreement 20A-2 EXHIBIT 1 CONTRACT No. 19-28-0070-RWS FOR THE PROVISION OF REGIONAL WORKFORCE SERVICES PROFESSIONAL BETWEEN COUNTY OF ORANGE AND CITY OF SANTA ANA 20A-3 Table of Contents RECITALS.............................................................................................................................................. 6 General Terms and Conditions: ............................................................................................................ 8 A. Governing Law and Venue: ....................................................................................................... 8 B. Entire Contract: .......................................................................................................................... 8 C. Amendments: ............................................................................................................................. 8 D. Intentionally left blank............................................................................................................... 8 E. Delivery: ..................................................................................................................................... 8 F. Acceptance Payment: ................................................................................................................. 8 G. Warranty:...................................................................................................................................8 H. Patent/Copyright Materials/Proprietary Infringement: .............................................................. 9 I. Assignment: ............................................................................................................................... 9 J. Non -Discrimination: .................................................................................................................. 9 K. Termination: ............................................................................................................................... 9 L. Consent to Breach Not Waiver: ................................................................................................. 9 M. Independent Subrecipient:..........................................................................................................9 N. Performance Warranty: .............................................................................................................. 9 O. Insurance Requirements: .......................................................................................................... 10 P. Changes: ................................................................................................................................... 13 Q. Change of Ownership/Name, Litigation Status, Conflicts with County Interest: .................... 13 R. Force Majeure:......................................................................................................................... 14 S. Confidentiality: ........................................................................................................................ 14 T. Compliance with Laws: ........................................................................................................... 14 U. Intentionally left blank.............................................................................................................14 V. Severability:.............................................................................................................................14 W. Attorney Fees: .......................................................................................................................... 14 X. Interpretation: ........................................................................................................................... 14 Y. Employee Eligibility Verification: ........................................................................................... 15 Z. Mutual Indemnification Provision: .......................................................................................... 15 AA. Audits/Inspections: ................................................................................................................... 15 BB. Contingency of Funds: ............................................................................................................. 16 CC. Expenditure Limit: ................................................................................................................... 16 Additional Terms and Conditions: ...................................................................................................... 17 1. Scope of Contract: .................................................................................................................... 17 2. Term of Contract: ..................................................................................................................... 17 County of Orange Page 2 of 42 City of Santa Ana. Orange County Community Resources 20A —A ContractNo.: 19-28-0070-RWS 3. Maximum Obligation: .............................................................................................................. 17 4. Program Income: ...................................................................................................................... 17 5. Amendments - Changes/Extra Work: ...................................................................................... 18 6. Breach of Contract: .................................................................................................................. 18 7. Conditions Affecting Work: ..................................................................................................... 18 8. Conflict of Interest - Subrecipient's Personnel: ...................................................................... 19 9. Conflict of Interest - County Personnel: .................................................................................. 19 10. Consulting Contract - Follow -On Work: ................................................................................. 19 11. Project Manager, County: ........................................................................................................ 19 12. Subrecipient's Project Manager and Key Personnel: ............................................................... 19 13. Subrecipient Personnel: ............................................................................................................ 19 14. Data - Title To: ........................................................................................................................ 19 15. Disputes - Contract: ................................................................................................................. 20 16. EDD Independent Subrecipient Reporting Requirements: ...................................................... 20 17. Errors and Omissions: .............................................................................................................. 21 18. Non -Supplantation of Funds: ................................................................................................... 21 19. Satisfactory Work: ................................................................................................................... 21 20. Access and Records: ................................................................................................................ 21 21. Signature in Counterparts: ....................................................................................................... 22 22. Reports/Meetings: .................................................................................................................... 22 23. Gratuities: ................................................................................................................................. 22 24. News/Information Release: ...................................................................................................... 23 25. Notices: .................................................................................................................................... 23 26. Ownership of Documents: ....................................................................................................... 24 27. Precedence: .............................................................................................................................. 24 28. Termination - Orderly: ............................................................................................................ 24 29. County Branding Requirements: .............................................................................................. 24 Program Specific Terms and Conditions: .......................................................................................... 26 30. Debarment: ............................................................................................................................... 26 31. Lobbying: ................................................................................................................................. 26 32. Fraud: ....................................................................................................................................... 26 33. Fiscal Accountability: .............................................................................................................. 26 34. Performance Standards: ........................................................................................................... 27 35. Payments: ................................................................................................................................. 27 36. Modification of Budget Schedule: ........................................................................................... 28 37. Annual Audit: ........................................................................................................................... 28 County of Orange Page 3 of 42 Cih� ofSanta Ana. Orange Counh� Communing Resources 20 A -5 ContractNo.: 19-28-0070-RWS 38. Budget Schedule: ..................................................................................................................... 28 39. Nondiscrimination and Compliance Provisions: ...................................................................... 28 40. Publication: .............................................................................................................................. 29 41. Drug Free Workplace: .............................................................................................................. 29 42. D-U-N-S Number and Related Information: ........................................................................... 30 43. Modification of Program Components and Service Levels: .................................................... 30 44. Intellectual Property: ................................................................................................................ 32 45. Complaint Handling Procedures: ............................................................................................. 37 46. Sectarian Activities: ................................................................................................................. 37 47. Standards of Conduct: .............................................................................................................. 37 48. Literature/Publicity: ................................................................................................................. 38 49. Participants: .............................................................................................................................. 38 50. Pell Grants/HEA Title IV:........................................................................................................ 38 51. Policies and Procedures: .......................................................................................................... 39 52. Sweat -free Code of Conduct: ................................................................................................... 39 53. Corporate Status:......................................................................................................................39 54. Equipment: ............................................................................................................................... 39 55. Other Requirements — Program Confidentiality: ..................................................................... 40 56. Compliance with Law — Contract: ........................................................................................... 41 SignaturePage......................................................................................................................................42 County of Orange Page 4 of 42 City of Santa Ana. Orange County Community Resources 20 A —C ContractNo.: 19-28-0070-RWS ATTACHMENTS Attachment A — General Program Requirements Attachment B — Scope of Services Attachment C — Budget Schedule Attachment D — Performance Standards EXHIBITS Exhibit 1 —Drug Free Workplace Certification Exhibit 2 — Debarment and Suspension Certificate Exhibit 3 — Certification Regarding Lobbying Exhibit 4 — Disclosure Form to Report Lobbying Exhibit 5 — OC Community Resources Contract Reimbursement Policy County of Orange Page 5 of 42 City of Santa Ana. Orange County Community Resources 20 A —7 ContractNo.: 19-28-0070-RWS Contract No. 19-28-0070-RWS with City of Santa Ana for Reginal Workforce Services This Contract No. 19-28-0070-RWS for Regional Workforce Services (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 City of Santa Ana, D-U-N-S No. 083153247, a municipal corporation in the State of California, with a place of business at 20 Civic Center Plaza, Santa Ana, CA 92701-4058 (hereinafter referred to as "Subrecipient'), with a County and Subrecipient sometimes referred to as "Party" or collectively as "Parties". ATTACHMENTS This Contract is comprised of this document and the following Attachments and Exhibits, which are attached hereto and incorporated by reference into this Contract: Attachment A — General Program Requirements Attachment B — Scope of Services Attachment C — Budget Schedule Attachment D — Performance Standards Exhibit 1 —Drug Free Workplace Certification Exhibit 2 — Debarment and Suspension Certificate Exhibit 3 — Certification Regarding Lobbying Exhibit 4 — Disclosure Form to Report Lobbying Exhibit 5 — OC Community Resources Contract Reimbursement Policy RECITALS WHEREAS, Congress has enacted the "Workforce Investment Act of 1998," subsequently reauthorized on July 22, 2014 as the Workforce Innovation and Opportunity Act (WIOA), hereinafter referred to as "the Act," to provide workforce innovation activities, through statewide and local workforce investment systems, that increase employment, retention and earnings of participants, and increase occupational skill attainment by participants, and, as a result, improve the quality of the workforce and enhance the productivity and competitiveness of the Nation; and WHEREAS, County and Subrecipient accepts the State of California Employment Development Department Workforce Services Directive dated February 24, 2016, Number WSD15-17; and WFIEREAS, 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 Subrecipient, for the purpose of implementing the provisions of the Act; and WHEREAS, Subrecipient and County are entering into this Contract for Regional Workforce Services Professional services under a cost reimbursement Contract; and County of Orange Page 6 of 42 City of Santa Ana. Orange County Community Resources 20 A —Q ContractNo.: 19-28-0070-RWS WHEREAS, Subrecipient agrees to provide Regional Workforce Services Professional services to the County as further set forth in the Scope of Services, attached hereto as Attachment B; and WHEREAS, Subrecipient agrees to manage allotted funding set forth in the Budget Schedule, attached hereto as Attachment C; and WHEREAS, Subrecipient agrees to meet the Performance Standards requirements set forth in attached hereto as Attachment D; and WHEREAS, the County Board of Supervisors has authorized the OC Community Resources Director or his designee to enter into a Contract for Regional Workforce Services Professional with the Subrecipient to carry out certain program services and activities within Fiscal Year 2019-2020 and 2020- 2021. NOW, THEREFORE, the Parties mutually agree as follows: THE REMAINDER OF THIS WAS INTENTIONALLY LEFT BLANK County of Orange Page 7 of 42 City of Santa Ana. Orange County Community Resources 20 A —A ContractNo.: 19-28-0070-RWS ARTICLES 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. hi the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county. B. Entire Contract: This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by County's Contract Administrator. 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. Intentionally left blank E. Delivery: Time of delivery of goods or services is of the essence in this Contract. County reserves the right to refuse any goods or services and to cancel all or any part of the goods not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed statement of work. Acceptance of any part of the order for goods shall not bind County to accept future shipments nor deprive it of the right to return goods already accepted at Subrecipient's expense. Over shipments and under shipments of goods shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all goods or services have actually been received and accepted in writing by County. F. Acceptance Payment: Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the goods/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after satisfactory acceptance. G. Warranty: Subrecipient expressly warrants that the services covered by this Contract are free of liens or encumbrances. Acceptance of this order shall constitute an agreement upon Subrecipient's part to indemnify, defend and hold County and its indemnities as identified in paragraph "Z" below, and as more fully described in paragraph "Z," harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by County by reason of the failure of the goods/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal County of Orange Page 8 of 42 City of Santa Ana. Orange County Community Resources 20 A —A 0 ContractNo.: 19-28-0070-RWS 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, Subrecipient shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Subrecipient warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Subrecipient agrees that, in accordance with the more specific requirement contained in paragraph "Z" below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney's fees. I. Assignment: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned or subcontracted by Subrecipient without the express written consent of County. Any attempt by Subrecipient to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract. J. Non -Discrimination: In the performance of this Contract, Subrecipient agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Subrecipient acknowledges that a violation of this provision shall subject Subrecipient to penalties pursuant to Section 1741 of the California Labor Code. K. Termination: hi addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Contract without penalty for cause or after 30 days' written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of the Subrecipient. Exercise by County of its right to terminate the Contract shall relieve County of all further obligation. 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. Independent Subrecipient: Subrecipient shall be considered an independent contractor and neither Subrecipient, its employees, nor anyone working under Subrecipient shall be considered an agent or an employee of County. Neither Subrecipient, its employees nor anyone working under Subrecipient shall qualify for workers' compensation or other fringe benefits of any kind through County. N. Performance Warranty: Subrecipient shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to County's satisfaction. Subrecipient shall County of Orange Page 9 of 42 City of Santa Ana. Orange County Community Resources 20 A —A 1 ContractNo.: 19-28-0070-RWS be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods/services furnished by the Subrecipient under this Contract. Subrecipient shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Subrecipient shall be fully responsible for all work performed by subcontractors. O. Insurance Requirements: Prior to the provision of services under this Contract, the Subrecipient agrees to purchase all required insurance at Subrecipient's expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with. Subrecipient agrees to keep such insurance coverage, Certificates of Insurance, and endorsements on deposit with the County during the entire term of this Contract. In addition, all subcontractors performing work on behalf of Subrecipient pursuant to this Contract shall obtain insurance subject to the same terms and conditions as set forth herein for Subrecipient. Subrecipient shall ensure that all subcontractors performing work on behalf of Subrecipient pursuant to this Contract shall be covered under Subrecipient's insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Subrecipient. Subrecipient shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Subrecipient under this Contract. It is the obligation of Subrecipient to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Subrecipient through the entirety of this Contract for inspection by County representative(s) at any reasonable time. All self -insured retentions (SIRS) shall be clearly stated on the Certificate of Insurance. Any self - insured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the County's Risk Manager, or designee, upon review of Subrecipient's current audited financial report. If Subrecipient's SIR is approved, Subrecipient, in addition to, and without limitation of, any other indemnity provision(s) in this Contract, agrees to all of the following: 1) In addition to the duty to indemnify and hold the County harmless against any and all liability, claim, demand or suit resulting from Subrecipient's, its agents, employee's or subcontractor's performance of this Contract, Subrecipient shall defend the County at its sole cost and expense with counsel approved by Board of supervisors against same; and 2) Subrecipient's duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and 3) The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Subrecipient's SIR provision shall be interpreted as though the Subrecipient was an insurer and the County was the insured. County of Orange Page 10 of 42 City of Santa Ana. Orange County Community Resources 20 A —A 2 ContractNo.: 19-28-0070-RWS If the Subrecipient fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract. Qualified Insurer The policy or policies of insurance must be issued by an insurer with a minimum rating of A - (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer be licensed to do business in the State of California (California Admitted Carrier). If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings. The policy or policies of insurance maintained by the Subrecipient shall provide the minimum limits and coverage as set forth below: Coverage Commercial General Liability Automobile Liability including coverage for owned, non -owned and hired vehicles Workers Compensation Employers Liability Insurance Network Security & Privacy Liability Professional Liability Sexual Misconduct Minimum Limits $1,000,000 per occurrence $2,000,000 aggregate $1,000,000 per occurrence Statutory $1,000,000 per occurrence $1,000,000 per claims -made $1,000,000 per claims -made $1,000,000 aggregate $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: County of Orange Page 11 of 42 City of Santa Ana. Orange County Community Resources 20 A —A 3 ContractNo.: 19-28-0070-RWS 1) An Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad naming the County of Orange its elected and appointed officials, officers, agents and employees as Additional Insureds, or provide blanket coverage, which will state AS REQUIRED BY WRITTEN Contract 2) A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Subrecipient's insurance is primary and any insurance or self-insurance maintained by the County 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 that the Subrecipient'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 or provide blanket coverage, which will state AS REQUIRED BY WRITTEN Contract. 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. The County of Orange shall be the loss payee on the Employee Dishonesty coverage. A Loss Payee endorsement evidencing that the County of Orange is a Loss Payee shall accompany the Certificate of Insurance. Subrecipient 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 Subrecipient's Professional Liability and Network Security & Privacy Liability are "Claims - Made" policy(ies), Subrecipient 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). County of Orange Page 12 of 42 City of Santa Ana. Orange County Community Resources 20 A —A A ContractNo.: 19-28-0070-RWS Insurance certificates should be forwarded to the agency/department address listed on the solicitation. If the Subrecipient fails to provide the insurance certificates and endorsements within seven (7) days of notification by the Contract Administrator, award may be made to the next qualified vendor. County expressly retains the right to require Subrecipient to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County. County shall notify Subrecipient in writing of changes in the insurance requirements. If Subrecipient does not 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 Subrecipient, and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit Subrecipient's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer. P. Changes: Subrecipient shall make no changes in the work or perform any additional work without the County's specific written approval. Q. Change of Ownership/Name, Litigation Status, Conflicts with County Interest: Subrecipient agrees that if there is a change or transfer in ownership of Subrecipient's business prior to completion of this Contract, and the County agrees to an assignment of the Contract, the new owners shall be required under terms of sale or other instruments of transfer to assume Subrecipient's duties and obligations contained in this Contract and complete them to the satisfaction of the County. County reserves the right to immediately terminate the Contract in the event the County determines that the assignee is not qualified or is otherwise unacceptable to the County for the provision of services under the Contract. In addition, Subrecipient has the duty to notify the County in writing of any change in the Subrecipient's status with respect to name changes that do not require an assignment of the Contract. The Subrecipient is also obligated to notify the County in writing if the Subrecipient becomes a party to any litigation against the County, or a party to litigation that may reasonably affect the Subrecipient's performance under the Contract, as well as any potential conflicts of interest between Subrecipient and County that may arise prior to or during the period of Contract performance. While Subrecipient will be required to provide this information without prompting from the County any time there is a change in Subrecipient's name, conflict of interest or litigation status, Subrecipient must also provide an update to the County of its status in these areas whenever requested by the County. County of Orange Page 13 of 42 City of Santa Ana. Orange County Community Resources 20 A —A 5 ContractNo.: 19-28-0070-RWS The Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with County interests. In addition to the Subrecipient, this obligation shall apply to the Subrecipient's employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. The Subrecipient's efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers in the performance of their duties. R. Force Majeure: Subrecipient shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Subrecipient promptly gives written notice of the cause of the delay to County as soon as practical but in no event later than 60 hours of the start of the delay and Subrecipient avails himself of any available remedies. S. Confidentiality: Subrecipient agrees to maintain the confidentiality of all County and County - related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract with exception to California Public Records Act (CPRA). All such records and information shall be considered confidential and kept confidential by Subrecipient and Subrecipient's staff, agents and employees. T. Compliance with Laws: Subrecipient represents and warrants that services to be provided under this Contract shall fully comply, at Subrecipient's expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively "laws"), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Subrecipient acknowledges that County is relying on Subrecipient to ensure such compliance, and pursuant to the requirements of paragraph "Z" below, Subrecipient agrees that it shall defend, indemnify and hold County and County indemnitees harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws. U. Intentionally left blank V. 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. W. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney's fees, costs and expenses. X. Interpretation: This Contract has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by County of Orange Page 14 of 42 City of Santa Ana. Orange County Community Resources 20 A —A 6 ContractNo.: 19-28-0070-RWS any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the parties and this Contract. Y. Employee Eligibility Verification: The Subrecipient warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. The Subrecipient shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the 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 Subrecipient shall retain all such documentation for all covered employees for the period prescribed by the law. The Subrecipient 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 Subrecipient or the County or County Indemnitees, 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. Z. Mutual Indemnification Provision: 1) Subrecipient agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County's Board of Supervisors acts as the governing Board ("County Indemnitees") harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Subrecipient pursuant to this Contract. 2) County agrees to indemnify, defend and hold harmless Subrecipient, 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. 3) If judgment is entered against Subrecipient and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, and Subrecipient agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. AA. Audits/Inspections: Subrecipient 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 Subrecipient for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract County of Orange Page 15 of 42 City of Santa Ana. Orange County Community Resources 20 A —A 7 ContractNo.: 19-28-0070-RWS 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 Subrecipient's records before final payment is made. Subrecipient agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Subrecipient agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Subrecipient agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Subrecipient cease to exist as a legal entity, the Subrecipient's records pertaining to this Contract shall be forwarded to the County's Project Manager. BB. Contingency of Funds: Subrecipient acknowledges that funding or portions of funding for this Contract may be contingent upon State budget approval; receipt of funds from, and/or obligation of funds by, the State of California to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County's Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty. CC. Expenditure Limit: The Subrecipient shall notify the County of Orange assigned Contract Administrator in writing when the expenditures against the Contract reach 75 percent of the dollar limit on the Contract. The County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on the Contract unless a written and approved change order to cover those costs has been issued. Board of Supervisor approval may be required. THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK County of Orange Page 16 of 42 City of Santa Ana. Orange County Community Resources 20 A —A 8 ContractNo.: 19-28-0070-RWS Additional Terms and Conditions: Scope of Contract: This Contract specifies the contractual terms and conditions by which the County will procure Regional Workforce Services Professional services from Subrecipient as further detailed in the Scope of Services, identified and incorporated herein by this reference as "Attachment B." 2. Term of Contract: This Contract shall commence upon execution for twelve (12) months, unless otherwise terminated by the County. Maximum Obligation: The total Maximum Obligation of County to the Subrecipient for the cost of services provided in accordance with this Contract is $20,500.00 for this Fiscal Year as further detailed in the Budget Schedule, identified and incorporated herein by this reference as Attachment "C". 4. Program Income: County's maximum obligation herein shall be reduced by the amount of any program income earned by Subrecipient, from sources other than County, as a result of this Contract or the services provided by Subrecipient pursuant to this Contract. It shall be the responsibility of Subrecipient to inform the County in writing of any income earned as a result of this Contract. It is mutually understood that the State or Federal agency responsible for providing the funding for this Contract may designate certain revenue of Subrecipient as Program Income. To be designated as Program Income and therefore, as other than a cost off -set. Subrecipient shall do all of the following: A. Submit a plan to the 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: 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. Subrecipient 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 Subrecipient with prior written approval for the use of the funds. County of Orange Page 17 of 42 City of Santa Ana. Orange County Community Resources 20 A —A 9 ContractNo.: 19-28-0070-RWS Project Manager may, in its sole discretion, issue future policy statements and/or instructions with respect to Program Income. Subrecipient shall immediately comply with such policy statements and/or instructions. 5. Amendments - Changes/Extra Work: The Subrecipient 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 has the discretion with the Subrecipient's concurrence, to make changes at any time without changing the scope or price of the Contract. If County -initiated changes or changes in laws or government regulations affect price, the Subrecipient's ability to deliver services, or the project schedule, the Subrecipient will give County written notice no later than 7 (7) days from the date the law or regulation went into effect or the date the change was proposed and Subrecipient 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 County -assigned Contract Administrator, shall require the mutual consent of all Parties, and may be subject to approval by the County Board of supervisors. Nothing herein shall prohibit the Subrecipient from proceeding with the work as originally set forth or as previously amended in this Contract. 6. Breach of Contract: The failure of the Subrecipient to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event 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 Section K herein; b) Afford the Subrecipient written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach; c) Discontinue payment to the Subrecipient for and during the period in which the Subrecipient is in breach; and d) Offset against any monies billed by the Subrecipient but yet unpaid by the County those monies disallowed pursuant to the above. 7. Conditions Affecting Work: The Subrecipient shall be responsible for taking all steps reasonably necessary, to ascertain the nature and location of the work to be performed under this Contract; and to know the general conditions which can affect the work or the cost thereof. Any failure by the Subrecipient to do so will not relieve Subrecipient 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. County of Orange Page 18 of 42 City of Santa Ana. Orange County Community Resources 20 A -2O ContractNo.: 19-28-0070-RWS 8. Conflict of Interest — Subrecipient's Personnel: The Subrecipient 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 Subrecipient; the Subrecipient's employees, agents, and subcontractors associated with accomplishing work and services hereunder. The Subrecipient's efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers from acting in the best interests of the County. 9. 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 Subrecipient shall not, during the period of this Contract, employ any County employee for any purpose. 10. Consulting Contract — Follow -On Work: No person, firm, subsidiary or subcontractor of a firm that has been awarded a consulting services contract or a contract which includes a consulting component may be awarded a Contract for the performance of services, the purchase of goods or supplies, or the provision of any other related action which arises from or can reasonably be deemed an end -product of work performed under the initial consulting to consulting -related Contract. 11. Project Manager, County: The County shall appoint a Project Manager to act as liaison between the County and the Subrecipient during the term of this Contract. The County's Project Manager shall coordinate the activities of the County staff assigned to work with the Subrecipient. 12. Subrecipient's Project Manager and Key Personnel: Subrecipient shall appoint a Project Manager to direct the Subrecipient's efforts in fulfilling Subrecipient's obligations under this Contract. This Project Manager shall be subject to approval by the County and shall not be changed without the written consent of the County's Project Manager, which consent shall not be unreasonably withheld. The Subrecipient's Project Manager, in consultation and agreement with the County, shall be assigned to this project for the duration of the Contract and shall diligently pursue all work and services to meet the project time lines. 13. Subrecipient Personnel: The Subrecipient 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. 14. Data — Title To: All materials, documents, data or information obtained from the County data files or any County medium furnished to the Subrecipient 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 Subrecipient after completion or termination of this Contract without the County of Orange Page 19 of 42 City of Santa Ana. Orange County Community Resources 20 A -2 A ContractNo.: 19-28-0070-RWS 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. 15. 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 Subrecipient's Project Manager and the County's Project Manager, such matter shall be brought to the attention of the Contract Administrator by way of the following process: I. The Subrecipient shall submit to the agency/department assigned Contract Administrator 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. 2. The Subrecipient's written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Subrecipient shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Subrecipient believes the County is liable. B. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Subrecipient agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of services. The Subrecipient's failure to diligently 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 Director. If the County fails to render a decision within 90 days after receipt of the Subrecipient's demand, it shall be deemed a final decision adverse to the Subrecipient's contentions. Nothing in this section shall be construed as affecting the County's right to terminate the Contract for cause or termination for convenience as stated in Section K herein. 16. EDD Independent Subrecipient Reporting Requirements: Effective January 1, 2001, the County of Orange is required to file in accordance with subdivision (a) of Section 6041A of the Internal Revenue Code for services received from a "service provider" to whom the County pays $600 or more or with whom the County enters into a contract for $600 or more within a single calendar year. The purpose of this reporting requirement is to increase child support collection by helping to locate parents who are delinquent in their child support obligations. The term "service provider" is defined in California Unemployment Insurance Code Section 1088.8, Subparagraph B.2 as "an individual who is not an employee of the service recipient for California purposes and who received compensation or executes a contract for services performed for that service recipient within or without the State." The term is further defined by County of Orange Page 20 of 42 City of Santa Ana. Orange County Community Resources 20 A -22 ContractNo.: 19-28-0070-RWS the California Employment Development Department to refer specifically to independent Subrecipients. An independent Subrecipient is defined as "an individual who is not an employee of the ... government entity for California purposes and who receives compensation or executes a contract for services performed for that ... government entity either in or outside of California." The reporting requirement does not apply to corporations, general partnerships, limited liability partnerships, and limited liability companies. Additional information on this reporting requirement can be found at the California Employment Development Department web site located at http://www.edd.ca.gov/Emi)lover Services.htm 17. Errors and Omissions: All reports, files and other documents prepared and submitted by Subrecipient shall be complete and shall be carefully checked by the professional(s) identified by Subrecipient as Project Manager and key personnel attached hereto, prior to submission to the County. Subrecipient agrees that County review is discretionary and Subrecipient shall not assume that the County will discover errors and/or omissions. If the County discovers any errors or omissions prior to approving Subrecipient's reports, files and other written documents, the reports, files or documents will be returned to Subrecipient for correction. Should the County or others discover errors or omissions in the reports, files or other written documents submitted by the Subrecipient after County approval thereof, County approval of Subrecipient's reports, files or documents shall not be used as a defense by Subrecipient in any action between the County and Subrecipient, and the reports, files or documents will be returned to Subrecipient for correction. 18. Non -Supplantation of Funds: Subrecipient shall not supplant any Federal, State, or County funds intended for the purposes of this Contract with any funds made available under this Contract. Subrecipient 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. Subrecipient 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 the County. 19. Satisfactory Work: Services rendered hereunder are to be performed to the written satisfaction of County. County's staff will interpret all reports and determine the quality, acceptability and progress of the services rendered. 20. Access and Records: A. Access. County, the State of California and the United States Government and/or their representatives, shall have access, for purposes of monitoring, auditing, and examining, to Subrecipient's activities, books, documents and papers (including computer records and emails) and to records of Subrecipient's subcontractors, consultants, contracted employees, bookkeepers, accountants, employees and participants related to this Contract. Subrecipient shall insert this condition in each Contract between Subrecipient and a subcontractor that is pursuant to this Contract shall require the subcontractor to agree to this condition. Such departments or representatives shall have the right to make County of Orange Page 21 of 42 City of Santa Ana. Orange County Community Resources 20 A -24 ContractNo.: 19-28-0070-RWS excerpts, transcripts and photocopies of such records and to schedule on site monitoring at their discretion. Monitoring activities also may include, but are not limited to, questioning employees and participants and entering any premises or onto any site in which any of the services or activities funded hereunder are conducted or in which any of the records of Subrecipient are kept. Subrecipient shall make available its books, documents, papers, financial records, etc., within three (3) days after receipt of written demand by Director which shall be deemed received upon date of sending. In the event Subrecipient does not make the above referenced documents available within the County of Orange, California, Subrecipient agrees to pay all necessary and reasonable expenses incurred by County, or County's designee, in conducting any audit at the location where said records and books of account are maintained. B. Records Retention. All accounting records and evidence pertaining to all costs of Subrecipient and all documents related to this Contract shall be kept available at Subrecipient's office or place of business for the duration of this Contract and thereafter for four (4) years after completion of an audit. Records which relate to: (1) complaints, claims, administrative proceedings or litigation arising out of the performance of this Contract; or (2) costs and expenses of this Contract to which County or any other governmental department takes exception, shall be retained beyond the four (4) years until final resolution or disposition of such appeals, litigation, claims, or exceptions. C. Liability. Subrecipient shall pay to County the full amount of County's liability to the State or Federal government or any department thereof resulting from any disallowance or other audit exceptions to the extent that such liability is attributable to Subrecipient's failure to perform under this Contract. 21. Signature in Counterparts: The Parties agree that separate copies of this Contract and/or electronic signatures and handwritten signatures may be signed by each of the Parties, and this Contract will have the same force and effect as if the Original had been signed by all the Parties. 22. Reports/Meetings: The Subrecipient 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 Subrecipient's Project Manager will meet on reasonable notice to discuss the Subrecipient's performance and progress under this contract. If requested, the Subrecipient's Project Manager and other project personnel shall attend all meetings. The Subrecipient shall provide such information that is requested by the County for the purpose of monitoring progress under this contract. Subrecipient shall maintain records and submit such records, data and information regarding the performance of Subrecipient'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 Subrecipient. 23. Gratuities: The Subrecipient warrants that no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Subrecipient or any agent or representative of the Subrecipient to County of Orange Page 22 of 42 City of Santa Ana. Orange County Community Resources 20 A -2 A Contract No.: 19-28-0070-RWS any officer or employee of the County with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the County shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the County in procuring on the open market any goods or services which the Subrecipient agreed to supply shall be borne and paid for by the Subrecipient. The rights and remedies of the County provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. 24. News/Information Release: The Subrecipient agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from the County through the County's Project Manager. 25. 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. Subrecipient: City of Santa Ana Santa Ana Workforce Investment Board Contact: Kristine Ridge, City Manager 20 Civic Center Plaza Santa Ana, CA 92701-4058 Phone: 714-647-5200 Email: kridge@santa-ana.org County: County of Orange OCCR/Orange County Community Services Community Investment Division Contact: Carina Lacy, Program Director Manager 1300 S. Grand Ave. Bldg. B Santa Ana, CA 92705-4407 Phone: 714-480-6421 Email: carma.lacy@occr.ocgov.com Administrator: OCCR/Administration Business Office Contract Development & Management Contact: Elsa Rivera 601 N. Ross Street, 6s' Floor Santa Ana, CA 92701 County of Orange Page 23 of 42 City of Santa Ana. Orange County Community Resources 20 A -25 ContractNo.: 19-28-0070-RWS Ph:714-480-2873 Email: elsa.rivera@occr.ocgov.com 26. Ownership of Documents: The County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Subrecipient. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the County and may be used by the County as it may require without additional cost to the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Subrecipient without the express written consent of the County. 27. Precedence: The Contract documents consist of this Contract and its exhibits and attachments. 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 articles of this Contract, and then the exhibits and attachments. 28. Termination — Orderly: After receipt of a termination notice from the County, the Subrecipient may submit to the County a termination claim, if applicable. Such claim shall be submitted promptly, but in no event later than 60 days from the effective date of the termination, unless one or more extensions in writing are granted by the County upon written request of the Subrecipient. Upon termination County agrees to pay the Subrecipient for all services performed prior to termination which meet the requirements of the Contract, provided, however, that such compensation combined with 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 performance of the Contract. 29. County Branding Requirements: Publicity, Literature, Advertisement and Social Media A. County owns all rights to the name, logos, and symbols of County. The use and/or reproduction of County's name, logos, or symbols for any purpose, including commercial advertisement, promotional purposes, announcements, displays, or press releases, without County's prior written consent is expressly prohibited. B. Subrecipient may develop and publish information related to this Contract where all of the following conditions are satisfied: 1. Administrator/assigned Deputy Purchasing Agent provides its written approval of the content and publication of the information at least 5 days prior to Subrecipient publishing the information, unless a different timeframe for approval is agreed upon by the Administrator/assigned Deputy Purchasing Agent; 2. Unless directed otherwise by Administrator/assigned Deputy Purchasing Agent, the information includes a statement that the program, wholly or in County of Orange Page 24 of 42 City of Santa Ana. Orange County Community Resources 20 A -2C ContractNo.: 19-28-0070-RWS part, is funded through County, State and Federal government funds [funds identified as applicable]; 3. The information does not give the appearance that the County, its officers, employees, or agencies endorse: a. any commercial product or service; and, b. any product or service provided by Subrecipient, unless approved in writing by Administrator/assigned Deputy Purchasing Agent; and, 4. If Subrecipient uses social media (such as Facebook, Twitter, YouTube or other publicly available social media sites) to publish information related to this Contract, Subrecipient shall develop social media policies and procedures and have them available to the Administrator/assigned Deputy Purchasing Agent. Subrecipient shall comply with County Social Media Use Policy and Procedures as they pertain to any social media developed in support of the services described within this Contract. The policy is available on the Internet at htti)://www.ocgov.com/gov/ceo/cio/goypolicies. THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK County of Orange Page 25 of 42 City of Santa Ana. Orange County Community Resources 20 A -27 ContractNo.: 19-28-0070-RWS Program Specific Terms and Conditions: 30. Debarment: Subrecipient shall execute and abide by the Debarment & Suspension Certification, attached hereto as Exhibit 2 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 2 C.F.R. et seq. including 2 C.F.R. 200.213, 2 C.F.R. 2998. 31. Lobbying: A. Subrecipient shall execute and abide by the terms of the "Certification Regarding Lobbying," which is attached hereto as Exhibit 3 and incorporated herein by this reference. Subrecipient 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 4 and incorporated herein by this reference, I f Subrecipient, or any person, firm or corporation acting on Subrecipient's behalf, engaged or engages in lobbying any federal office, employee, elected official or agency with respect to this Contract or funds to be received by Subrecipient pursuant to this Contract. B. Subrecipient agrees that the funds provided herein shall not be used to promote, directly or indirectly, any political party, political candidate or political activity, except as permitted by law. C. Subrecipient shall be in compliance with the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352 and 29 CFR Part 93). 32. Fraud: Subrecipient shall immediately report all suspected or known instances and facts concerning possible fraud, abuse or criminal activity under this Contract. Subrecipient shall inform staff and the general public of how to report fraud, waste or abuse through appropriate postings of incident reporting notice. The County's Anti -Fraud Program can be accessed through: http://ocgov.com/gov/risk/programs/antifraud. 33. Fiscal Accountability: A. Subrecipient shall establish and maintain a sound financial management system, based upon generally accepted accounting principles. Subrecipient's system shall provide fiscal control and accounting procedures that will include the following: 1) Information pertaining to sub -grant and Contract awards, obligations, unobligated balances, assets, expenditures, and income; 2) Effective internal controls to safeguard assets and assure their proper use; 3) A comparison of actual expenditures with budgeted amounts for each sub grant and Contract; 4) Source documentation to support accounting records; and 5) Proper charging of costs and cost allocation. County of Orange Page 26 of 42 City of Santa Ana. Orange County Community Resources 20 A -2 Q ContractNo.: 19-28-0070-RWS B. Subrecipient's Records. Subrecipient's records shall be sufficient to: 1) Permit preparation of required reports; 2) Permit tracking of funds to a level of expenditure adequate to establish that funds have not been used in violation of the applicable restrictions on the use of such funds; 3) Permit the tracking of program income, or profits earned, and any costs incurred (such as stand-in costs) that are otherwise allowable except for; 4) Permit tracking and reporting of leveraging ad required by S13734. C. Costs Charged. Cost shall be charged to this Contract only in accordance with the following: 1) The Act; and 2) 20 CFR WIOA NPRM Part 683; 3) State implementing legislation; and 4) Requirements of Other Funding Sources. 34. Performance Standards: Subrecipient shall comply with and adhere to the performance accountability standards and general program requirements described in Sections 116 (Performance Accountability System) and 194 (General Program Requirements) of the Act and applicable regulations contained in Attachment D, Performance Standards. Should the Performance Requirements defined in the Agreement 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. 35. Payments: Subrecipient agrees that any and all funds received under this Contract shall be disbursed on or before June 30, 2020, and that any and all funds remaining as of June 30, 2020, which have not been disbursed shall be returned by Subrecipient to County within thirty (30) days of the expiration or earlier termination of the Contract in accordance with Paragraph K. No expense of Subrecipient will be reimbursed by County if incurred after June 30, 2020. Upon the effective date of this Contract, County shall make payment to Subrecipient in accordance with the following payment schedule: A. Monthly Payments: Beginning July 1, 2019 upon receipt and approval by Orange County Community Services/Community Investment Division, of Subrecipient's invoice showing prior month(s) actual expenditures, County shall make monthly reimbursement payments based on Subrecipient's invoice so long as the total payments under this Contract do not exceed the contract maximum obligation. B. County Discretion: At the sole discretion of County, payments to Subrecipient may be made more frequently than monthly, but such payments shall always be in arrears and not in advance of the provision of services by Subrecipient. C. Invoices: Subrecipient shall provide monthly invoices by the 20s' day following the month being reported. Invoices shall show the most up to date costs chargeable to the program(s) referenced in this Contract. Subrecipient must provide adequate documentation as required by County in accordance with the OC Community Resources County of Orange Page 27 of 42 City of Santa Ana. Orange County Community Resources 20 A -2A ContractNo.: 19-28-0070-RWS Contract Reimbursement Policy for documenting Subrecipient costs, incorporated herein by reference as Exhibit 5. Failure to provide any of the required documentation will cause County to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to Subrecipient, until such documentation has been received and approved by County. If Subrecipient expenditures for any program referenced in this Contract fall below 20% of planned expenditures for any cumulative period commencing from the beginning of the term of this Contract, Subrecipient may be subject to a reduction in funding. No payments will be authorized if any preceding month's reports or invoices have not been received 36. Modification of Budget Schedule: A. Upon written approval of Contract Manager, Subrecipient 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. Subrecipient may submit a program or budget modification request in response to the modification of program components and/or service levels which significantly alter Subrecipient's Scope of Services. Without further Board action, Director may execute amendments to this Contract modifying Subrecipient'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. 37. Annual Audit: Subrecipient 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. Subrecipient shall submit two (2) copies of each required audit report to County within thirty (30) days after the date received by Subrecipient. 38. Budget Schedule: Subrecipient 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. 39. Nondiscrimination and Compliance Provisions: A. Subrecipient 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, which prohibits discrimination on the bases of race, color and national origin; Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination against qualified individuals with disabilities; the Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of County of Orange Page 28 of 42 City of Santa Ana. Orange County Community Resources 20 A -4O ContractNo.: 19-28-0070-RWS age; the Americans with Disabilities Act of 1990; and Title IX of the Education Amendments of 1972, as amended, which prohibits discrimination on the basis of sex in educational programs; the Equal Opportunity provisions in Executive Order 11246, as amended by Executive Order 11375 and supplemented by the requirements of 41 C.F.R. Part 60; and with all applicable requirements imposed by or pursuant to regulations or Executive Order implementing those laws, including, but not limited to, 29 C.F.R. parts 33, 37 and 38. The United States, the State of California and County have a right to seek judicial enforcement of this requirement. B. Subrecipient shall comply with the provisions of the Fair Employment and Housing Act (California Code, Section 12900 et seq.), and the regulations promulgated there under (California Code of Regulations, Title 2 Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. C. In the performance of this Contract, Subrecipient and its subcontractors shall not deny the benefits to any individuals in the United States on the basis of race, color, , religion, sex (including pregnancy, childbirth, and related medical conditions, transgender status and gender identity), national origin (including limited English proficiency), age, disability, or political affiliation or belief, or against beneficiaries on the basis of either citizenship status or participation in any WIOA Title 1-financially assisted program or activity. Subrecipient shall insure that the evaluation and treatment of employees and applicants for employment are free from such discrimination and harassment. D. Subrecipient will include the non-discrimination and compliance provisions of this Paragraph 48 of the Contract in all subcontracts to perform work under this Contract. E. Subrecipient will give written notice of its obligations under this Paragraph 48 of the Contract to labor organizations with which Subrecipient has a collective bargaining or other contract. F. Subrecipient shall furnish any and all information requested by County and shall permit County access, during business hours, to books, record and accounts in order to ascertain Subrecipient's compliance with the above non-discrimination requirements. 40. Publication: No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance or prepared in connection with this Contract, are to be released by Subrecipient and/or anyone acting under the supervision of Subrecipient to any person, partnership, company, corporation, or department, without prior written approval by the County, except as necessary for the performance of the services of this Contract. All press releases, including graphic display information to be published in newspapers, magazines, etc., are to be administered only by the County unless otherwise agreed to by both Parties. Nothing herein shall limit Subrecipient's ability to comply with the CPRA, etc., in compliance with the requirements set forth in Paragraph S. 41. Drug Free Workplace: County of Orange Page 29 of 42 City of Santa Ana. Orange County Community Resources 20 A —4 A ContractNo.: 19-28-0070-RWS Subrecipient shall execute and abide by the Drug Free Workplace Certification attached hereto as Exhibit 1 and incorporated herein by this reference. 42. D-U-N-S Number and Related Information: D-U-N-S Number is a unique, 9-digit identifier issued and maintained by the Dun & Bradstreet (D&B) that verifies the existence of a business entity. The D-U-N-S number is needed to coordinate with the System for Award Management (SAM) that combines Federal procurement systems and the Catalog of Federal Domestic Assistance into one new system. https://www.SAM.gov The D-U-N-S Number must be provided to County at the County's request and prior to the execution of this Contract. Subrecipient shall ensure all D-U-N-S information is up to date and the D-U-N-S number status is "active," with no active exclusions prior to execution of this Contract. If County cannot access the Subrecipient's D-U-N-S information related to this Federal subaward on the Federal Funding Accountability and Transparency Act subaward Reporting system (SAM.GOV) due to errors in the Subrecipient's data entry for its D-U-N-S number, the Subrecipient must immediately update the information as required. The County reserves the right to verify and validate any information prior to contract award and during the entire term of the Contract. 43. 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/or D may be modified upon mutual written agreement of the Director and Subrecipient so long as the total payments under this Contract are not increased and the basic goals and objectives of the program are not altered. Should the Federal Government and/or the State of California modify any program component and/or service level detailed in Attachment A, B, C, and/or D then the County shall have the right to unilaterally modify this Contract to meet such requirements. A. County may at any time, by written change order to Subrecipient, make changes within the general scope of this Contract, including, in the definition of services and tasks to be performed, the manner in which services are performed, the time and place of performance thereof and additional related provisions, and Contract term. Such change orders may be made when necessitated by changes in the WIOA Orange County One - Stop system operations or performance, the operations or performance of Subrecipient, or changes in applicable statutes, regulations or State of California or Federal mandates or directives. Subrecipient and County shall make a good faith effort to reach agreement with respect to change orders, which affect the price of services under the Contract. Subrecipient's protest or failure to agree to the amount of any adjustment to be made as a result of 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, Subrecipient shall not be obligated to assume increased performance under the change order beyond the limitation of funds established within this Contract. County of Orange Page 30 of 42 City of Santa Ana. Orange County Community Resources 20 A -42 ContractNo.: 19-28-0070-RWS B. Subrecipient 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's Contract Administrator may approve a request that meets all of the following criteria: I. It does not materially change the terms of this Contract, and IL It is supported by adequate consideration to County. Board of Supervisors' action is necessary to approve a request from Subrecipient that does not satisfy all of the criteria listed above. County of Orange Page 31 of 42 City of Santa Ana. Orange County Community Resources 20 A —4 4 ContractNo.: 19-28-0070-RWS 44. Intellectual Property: A. Federal Funding: In any Agreement funded in whole or in part by the Federal government, County may acquire and maintain the Intellectual Property rights, title, and ownership, which result directly or indirectly from the Contract, except as provided in 37 Code of Federal Regulations Part 401.14. Subrecipient agrees to grant the County, Federal and State governments a royalty -free, non-exclusive, irrevocable, paid -up license throughout the world to use, duplicate, or dispose of such Intellectual Property throughout the world in any manner for governmental purposes and to have and permit others to do so. B. Ownership: i. Except where County has agreed in a signed writing to accept a license, County shall be and remain, without additional compensation, the sole owner of any and all rights, title and interest in all intellectual property, from the moment of creation, whether or not jointly conceived, that are made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract. ii. For the purposes of this Contract, Intellectual Property means recognized protectable rights and interest such as: patents, (whether or not issued) copyrights, trademarks, service marks, applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right of publicity, author's rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, devices, business processes, developments, innovations, good will, any data or information maintained, collected or stored in the ordinary course of business by County, and all other legal rights protecting intangible proprietary information as may exist now and/or hereafter come into existence, and all renewals and extensions, regardless of whether those rights arise under the laws of the United States, or any other State, country or jurisdiction. a. For the purposes of the definition of Intellectual Property, "works" means all literary works, writings and printed matter including the medium by which they are recorded or reproduced, photographs, art work, pictorial and graphic representations and works of a similar nature, film, motion pictures, digital images, animation cells, and other audiovisual works including positives and negatives thereof, sound recordings, tapes, educational materials, interactive videos, computer software and any other materials or products created, produced, conceptualized and fixed in a tangible medium of expression. It includes preliminary and final products and any materials and information developed for the purposes of producing those final products. "Works" does not include articles submitted to peer review or reference journals or independent research projects. iii. In the performance of this Contract, Subrecipient may exercise and utilize certain of its Intellectual Property in existence prior to the effective date of this Contract. In addition, under this Contract, Subrecipient may access and utilize certain of County's Intellectual Property in existence prior to the effective date of this Contract. Except as otherwise set forth herein, County of Orange Page 32 of 42 City of Santa Ana. Orange County Community Resources 20 A —4 A ContractNo.: 19-28-0070-RWS Subrecipient shall not use any of County's Intellectual Property now existing or hereafter existing for any purposes without the prior written permission of County. Except as otherwise set forth herein, neither the Subrecipient nor County shall give any ownership interest in or rights to its Intellectual Property to the other Party. If, during the term of this Contract, Subrecipient accesses any third -party Intellectual Property that is licensed to County, Subrecipient agrees to abide by all license and confidentiality restrictions applicable to County in the third-party's license Contract. iv. Subrecipient agrees to cooperate with County in establishing or maintaining County's exclusive rights in the Intellectual Property, and in assuring County's sole rights against third parties with respect to the intellectual Property. If the Subrecipient enters into any agreements or subcontracts with other parties in order to perform this Contract, Subrecipient shall require the terms of the agreement(s) to include all Intellectual Property provisions of Paragraphs Twenty -Five (25)(A) through Twenty -Five (25)(I). Such terms must include, but are not limited to, the subcontractor assigning and agreeing to assign to County all rights, title and interest in Intellectual Property made, conceived, derived from, or reduced to practice by the subcontractor, Subrecipient or County and which result directly or indirectly from this Contract or any subcontract. V. Pursuant to Paragraph Twenty -Five (25)(B)(iv) of the Intellectual Property Provisions of this Contract, the requirement for the Subrecipient to include all Intellectual Property Provisions of Paragraphs Twenty -Five (25)(A) through Twenty -Five (25)(I) 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. Subrecipient further agrees to assist and cooperate with County in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, and enforce County's Intellectual Property rights and interests. C. Retained Rights/License Rights: i. Except for Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract, Subrecipient shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in existence prior to the effective date of this Contract. Subrecipient hereby grants to County, without additional compensation, a permanent, non-exclusive, royalty free, paid -up, worldwide, irrevocable, perpetual, non -terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display/perform, distribute, and dispose of Subrecipient's Intellectual Property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the Intellectual Property resulting from this Contract, unless Subrecipient assigns all rights, title and interest in the Intellectual Property as set forth herein. ii. Nothing in this provision shall restrict, limit, or otherwise prevent Subrecipient from using any ideas, concepts, know-how, methodology or County of Orange Page 33 of 42 City of Santa Ana. Orange County Community Resources 20 A —4 5 ContractNo.: 19-28-0070-RWS techniques related to its performance under this Contract, provided that Subrecipient's use does not infringe the patent, copyright, trademark rights, license or other Intellectual Property rights of County or third party, or result in a breach or default of any provisions of Paragraphs Twenty -Five (25)(A) through Twenty -Five (25)(I) or result in a breach of any provisions of law relating to confidentiality. D. Copyright: i. Subrecipient agrees that for purposes of copyright law, all works (as defined in Ownership, Paragraph Twenty -Five (25)(B)(ii) of authorship made by or on behalf of Subrecipient in connection with Subrecipient's performance of this Contract shall be deemed "works made for hire." Subrecipient further agrees that the work of each person utilized by Subrecipient in connection with the performance of this Contract will be a "work made for hire," whether that person is an employee of Subrecipient or that person has entered into a contract with Subrecipient to perform the work. Subrecipient shall enter into a written agreement with any such person that (i) all work performed for Subrecipient shall be deemed a "work made for hire" under the Copyright Act and (ii) that person shall assign all right, title, and interest to County to any work product made, conceived, derived from or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract. ii. All materials, including, but not limited to, computer software, visual works or text, reproduced or distributed pursuant to this Contract that include Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract may not be reproduced or disseminated without prior written permission from County. E. Patent Rights: With respect to inventions made by Subrecipient in the performance of this Contract, which did not result from research and development specifically included in the Contract's Scope of Services, Subrecipient hereby grants to County a license as described under Paragraph Twenty -Five (25)(C) for devices or material incorporating or made through the use of such inventions. If such inventions result from research and development work specifically included within the Contract's Scope of Services, then Subrecipient agrees to assign to County, without additional compensation, all its right, title and interest in and to such inventions and to assist County in securing United States and foreign patents with respect thereto. F. Third Party Intellectual Property: Except as provided herein, Subrecipient agrees that its performance of this Contract shall not be dependent upon or include any Intellectual Property of Subrecipient or third party without first: (i) obtaining County's prior written approval; and (ii) granting to or obtaining for County's, without additional compensation, a license, as described in Paragraph Twenty -Five (25)(C), for any of Subrecipient's or third-party's Intellectual Property in existence prior to the effective date of this Contract. If such a license upon these terms is unattainable, and County determines that the Intellectual Property should County of Orange Page 34 of 42 City of Santa Ana. Orange County Community Resources 20 A —4 C ContractNo.: 19-28-0070-RWS be included in or is required for Subrecipient's performance of this Contract, Subrecipient shall obtain a license under terms acceptable to County. G. Warranties: i. Subrecipient represents and warrants that: a. Subrecipient has secured and will secure all rights and licenses necessary for its performance of this Contract. b. Neither Subrecipient's performance of this Contract, nor the exercise by either Party of the rights granted in this Contract, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private display/performance, distribution, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract will infringe upon or violate any Intellectual Property right, non -disclosure obligation, or other proprietary right or interest of any third -party or entity now existing under the laws of, or hereafter existing or issued by, any State, the United States, or any foreign country. There are currently no actual or threatened claims by any such third party based on an alleged violation of any such right by Subrecipient. c. Neither Subrecipient's performance nor any part of its performance will violate the right of privacy of, or constitute a libel or slander against any person or entity. d. Subrecipient has secured and will secure all rights and licenses necessary for Intellectual Property including, but not limited to, consents, waivers or releases from all authors of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real estate, sites locations, property or props that may be used or shown. e. Subrecipient has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to County in this Contract. f. Subrecipient has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws. g. Subrecipient has no knowledge of any outstanding claims, licenses or other charges, liens or encumbrances of any kind or nature whatsoever that could affect in any way Subrecipient's performance of this Contract. PROPERTY RESULTING FROM THIS CONTRACT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED. H. Intellectual Property Indemnity: i. Subrecipient shall indemnify, defend and hold harmless County and its licensees and assignees, and its officers, Director, employees, agents, representatives, successors, and users of its products, ("hidemnitees") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from County of Orange Page 35 of 42 City of Santa Ana. Orange County Community Resources 20 A —47 ContractNo.: 19-28-0070-RWS any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney's fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnitees may be subject, whether or not Subrecipient is a party to any pending or threatened litigation, which arise out of or are related to; a. The incorrectness or breach of any of the representations, warranties, covenants or agreements of Subrecipient pertaining to Intellectual Property; or, b. Any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of County's use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this Contract. County reserves the right to participate in and/or control, at Subrecipient's expense, any such infringement action brought against County. ii. Should any Intellectual Property licensed by the Subrecipient to County under this Contract become the subject of an Intellectual Property infringement claim Subrecipient will exercise its authority reasonably and in good faith to preserve County's right to use the licensed Intellectual Property in accordance with this Contract at no expense to County. County shall have the right to monitor and appear through its own counsel (at Subrecipient's expense) in any such claim or action. In the defense or settlement of the claim, Subrecipient may obtain the right for County to continue using the licensed intellectual Property or, replace or modify the licensed Intellectual Property, so that the replaced or modified Intellectual Property becomes non -infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, County may be entitled to a refund of all monies paid under this Contract, without restriction or limitation of any other rights and remedies available at law or in equity. iii. Subrecipient agrees that damages alone would be inadequate to compensate County for breach of any term of these Intellectual Property provisions of Paragraphs Twenty -Five (25)(A) through Twenty -Five (25)(I) by Subrecipient. Subrecipient acknowledges County would suffer irreparable harm in the event of such breach and agrees County shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity. I. Survival: The provisions set forth herein shall survive any termination or expiration of this Contract or any Contract schedule. County of Orange Page 36 of 42 City of Santa Ana. Orange County Community Resources 20 A —4 Q ContractNo.: 19-28-0070-RWS 45. Complaint Handling Procedures: Subrecipient shall comply with grievance procedures, as defined by the program's funding stream. Subrecipient shall advise participants of their right to file complaints and of the procedures for resolution of complaints. Subrecipient shall follow program's procedures for handling complaints which is available from the County's Project Manager for alleging a violation of regulations, grants or other agreements. Any decision of the County, the State or the Federal government relating to the complaint shall be binding on Subrecipient. 46. Sectarian Activities: Subrecipient certifies that this Contract does not aid or advance any religious sect, church or creed for a purpose that is sectarian in nature, nor does it help to support or sustain any school, college, university, hospital or other institution controlled by any religious creed, church, or sectarian denomination. 47. Standards of Conduct: A. General Assurance. Every reasonable course of action will be taken by Subrecipient in order to maintain the integrity of this expenditure of public funds and to avoid favoritism and questionable or improper conduct. This Contract will be administered in an impartial manner, free from efforts to attain personal, financial or political gain. Subrecipient, its officers and employees, in administering this Contract, will avoid situations which give rise to a suggestion that any decision was influenced by prejudice, bias, special interest or desire for personal gain. B. Employment of Former State or County Employees. Subrecipient will ensure that any of its employees who were formerly employed by the State of California or County, in a position that could have enabled such individuals to impact policy regarding or implementation of programs covered by this Contract, will not be assigned to any part or phase of the activities conducted pursuant to this Contract for a period of not less than two years following the termination of such employment. C. Conducting Business Involving Relatives. No relative by blood, adoption or marriage of any executive or employee of Subrecipient will receive favorable treatment when considered for enrollment in programs provided by, or employment with Subrecipient. D. Conducting Business Involving Close Personal Friends and Associates. Executives and employees of Subrecipient will be particularly aware of the varying degrees of influence that can be exerted by personal friends and associates and, in administering this Contract, will exercise due diligence to avoid situations which give rise to an assertion that favorable treatment is being granted to friends and associates. When it is in the public interest for Subrecipient to conduct business with a friend or associate of an executive or employee of Subrecipient or an elected official in the area or a staff person or consultant who is a member or officer of the Board of Directors or other official governing body of Subrecipient, a permanent record of the transaction will be retained. County of Orange Page 37 of 42 City of Santa Ana. Orange County Community Resources 20 A —4 A ContractNo.: 19-28-0070-RWS E. Avoidance of Conflict of Economic Interest. No executive or employee of Subrecipient, elected official in the area, or any staff person or consultant who is a member or officer of the Board of Directors or other official governing body of Subrecipient will solicit or accept money or any other consideration from a third person, for the performance of an act reimbursed in whole or part by Subrecipient or County. 48. Literature/Publicity: Any literature distributed by Subrecipient for the purpose of apprising businesses, participants, or the general public of its programs under this Contract shall state that its program, wholly or in part, is funded through County, State and Federal government funds; are supported by the County of Orange and the Orange County Development Board and shall state that the program is an "equal opportunity employer/program" and that "auxiliary aids and services are available upon request to individuals with disabilities." 49. Participants: A. Eligibility- Only participants who have been determined to meet all federal eligibility requirements to receive training hereunder shall be enrolled by Subrecipient 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 Young Adult Career 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 Subrecipient students are entitled, including, but not limited to, special instruction, use of facilities on Subrecipient's premises such as the libraries and learning centers, counseling, student body activities, and veterans' benefits. Subrecipient's representatives will provide academic counseling for participants and inform them of Subrecipient's services available to them. D. Labor standards- Subrecipient shall adhere to the Labor standards described in the Act, including Section 181 of the Act, and all other applicable codes and regulations. 50. Pell Grants[HEA Title IV: If Subrecipient provides any services under this Contract to applicants for or recipients of Pell Grants or awards pursuant to Title IV of the Higher Education Act, Subrecipient shall cooperate with County's Project Manager in coordinating these grants and awards with WIOA funding in accordance with 20 C.F.R. 663.320 and section 134 (d) of the Act. Subrecipient 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. County of Orange Page 38 of 42 City of Santa Ana. Orange County Community Resources 20 A — A O ContractNo.: 19-28-0070-RWS 51. Policies and Procedures: Subrecipient shall monitor its program for compliance with the provisions of this Contract. Subrecipient shall also comply with all applicable parts of County's WIOA Policies and Procedures for recruitment, intake, assessment and referral, copies of which are available from County's Project Manager. 52. Sweat -free Code of Conduct: All Subrecipients contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, or supplies have been furnished to the Subrecipient from sources that include sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The Subrecipient further declares under penalty of perjury that they adhere to the Sweat - free Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108. The Subrecipient agrees to cooperate fully in providing reasonable access to the Subrecipient's records, documents, agents or employees, or premises if reasonably required by authorized officials of the State or County, the Department of Industrial Relations, or the Department of Justice to determine the Subrecipient's compliance with the requirements under Paragraph A of the Sweat -free Code of Conduct. 53. Corporate Status: All corporate Subrecipients shall be registered with the California Secretary of State and shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board, or Internal Revenue service. Any change in corporate status or suspension shall be reported by Subrecipient immediately in writing to County's Project Manager. 54. Equipment: All computer -related and electronic equipment purchased with funds provided under this Contract or which are furnished to Subrecipient by County shall be considered Equipment. This includes, but is not limited to laptops, desktop computers, Wads, cell phones, PDAs, cameras, and DVD players. Title to all items of Equipment purchased vests and will remain in County, and as such shall be designated by County's Project Manager. The use of such items of Equipment is limited to the performance of this Contract. Upon the termination of this Contract, Subrecipient shall immediately return any items of Equipment to County or its representatives or dispose of them in accordance with the directions of County's Project Manager. Subrecipient further agrees to the following: A. To maintain all items of Equipment in good working order and condition, except for normal wear and tear. B. To label all items of Equipment, do periodic inventories as required by County's Project Manager and to maintain an inventory list showing where and how the Equipment is being used, in accordance with procedures developed by County's Project Manager. All such lists shall be submitted to County's Project Manager within ten (10) days of the request therefore. Inventory lists must be maintained for four (4) years after final disposition of property. County of Orange Page 39 of 42 City of Santa Ana. Orange County Community Resources 20 A —A 1 ContractNo.: 19-28-0070-RWS C. To report in writing to County's Project Manager immediately after discovery, the loss or theft of any items of Equipment. For stolen items, the local law enforcement agency must be contacted, and a copy of the police report submitted to County's Project Manager. D. To purchase a policy or policies of insurance covering loss or damage to any and all Equipment purchased under this Contract, in the amount of the full replacement value thereof, providing protection against the classification of fire, extended coverage, vandalism, malicious mischief and special extended perils (all risks) covering the Parties' interests as they appear. E. The purchase of any Equipment by Subrecipient shall be requested by Subrecipient in writing, shall require the prior written approval of Director and shall fulfill the provisions of this Contract which are appropriate and directly related to Subrecipient's service or activity under the terms of this Contract. County may refuse reimbursement for any costs resulting from Equipment purchased, which are incurred by Subrecipient, if prior written approval has not been obtained from County's Project Manager. 55. Other Requirements —Program Confidentiality: A. Without prejudice to any other Section of this Contract, Subrecipient shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of Federal and State law. However, Subrecipient shall submit to County, the State of California and/or the United States government or their representatives, all records requested for administrative purposes, including audits, examinations, monitoring and verification of reports submitted by Subrecipient, costs incurred and services rendered hereunder. B. Subrecipient shall require all of its employees, agents, subcontractors and volunteer staff who may provide services to Subrecipient under this Contract to sign an agreement with Subrecipient before commencing the provision of any such services, to maintain the confidentiality of any and all materials and information with which they may come into contact, or the identities or any identifying characteristics or information with respect to any and all participants referred to Subrecipient by County, except as may be required to provide services under this Contract or to those specified in this Contract as having the capacity to audit Subrecipient, and as to the latter, only during such audit. Subrecipient shall provide reports and any other information required by County in the administration of this Contract, and as otherwise permitted by law. C. The State of California Information Practices Act of 1977 sets forth certain requirements and safeguards regarding records pertaining to individuals, including the rights of access by the subject individual and by third parties. The disclosure of information from student records is governed by the Federal Family Educational Rights and Privacy Act (FERPA) and in part by the State of California Education Code and Subrecipient Policies Applying to the Disclosure of Information and Student Records. It is the purpose of these policies to provide reasonable interpretations of those laws and to protect the student's right to privacy. The Federal Family Educational Rights and Privacy Act (FERPA) is a U.S. federal law that protects the privacy of student records. Generally, this law states schools must have written County of Orange Page 40 of 42 City of Santa Ana. Orange County Community Resources 20 A — A 2 ContractNo.: 19-28-0070-RWS permission from the student in order to release any information from a student's education record. The Subrecipient shall be guided by the following principles: (1) the release of any personally identifiable student information to any third parties shall be managed in ways that are in compliance with FERPA and (2) the information in the student's file should be disclosed to the student upon request. Therefore, Subrecipient shall procure the written consent from students enrolled through the County allowing Subrecipient to disclose to the participants' employer, County of Orange, State of California, or U.S. Department of Labor student information such as grades, academic disputes and other matters related to a student's status as a student. Such consent shall be obtained materially in the form, titled Family Educational Rights and Privacy Act (FERPA) Authorization to Release Information to a Designated Third Party. D. Subrecipient agrees that any and all subcontracts entered into shall be subject to the confidentiality requirements of this Contract. 56. Compliance with Law — Contract: In its performance under this Contract, Subrecipient shall fully comply with the requirements of the following, whether or not otherwise referred to in this Contract: A. 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. 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. 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 Subrecipient's operations; and F. The terms and conditions of this Contract, including Attachments and Exhibits. County of Orange Page 41 of 42 City of Santa Ana. Orange County Community Resources 20 A —A 4 ContractNo.: 19-28-0070-RWS Signature Pate IN WITNESS WHEREOF, the Parties hereto certify that they have read and understand all the terms and conditions contained herein and have hereby caused this Contract to be executed. * CITY OF SANTA ANA Name: KRISTINE RIDGE Title: City Manager Dated: APPROVED AS TO FORM SONIA R. CARVALHO CITY ATTORNEY By: V+-- Name: RYAN O. HODGE Title: Assistant City Attorney Dated: March 25, 2020 ATTEST Name: DAISY GOMEZ Title: Clerk of the Council RECOMMENDED FOR APPROVAL Name: STEVEN A. MENDOZA Title: Executive Director Community Development Agency Dated: *For Subrecipients 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 Subrecipients that are not corporations, the person who has authority to bind the Subrecipient to a contract, must sign on one of the lines above. .................................................................................... COUNTY OF ORANGE A Political Subdivision of the State of California Dated: Dylan Wright, Director OC Community Resources County of Orange Page 42 of 42 City of Santa Ana. Orange County Community Resources 20 A —A A ContractNo.: 19-28-0070-RWS Attachment A GENERAL PROGRAM REQUIREMENTS REGIONAL WORKFORCE SERVICES The General Program Requirements have been designed to provide the framework wherein the Subrecipient will provide workforce services identified in Attachment B. 1. Governance Subrecipient 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, Subrecipient 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 County of Orange/OC Community Resources/OC Community Services/Community Investment Division 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's Unique Identifier (DUNS): 083153247 C. Federal Award Identification Number (FAIN): See Chart in F D. Federal Award Date: See Chart in F E. Subaward Period of Performance: 04/01/2019 — 09/30/2020 County of Orange Page 1 of 2 City of Santa Ana OC Community Resources Contract No. 19-28-0070-R WS 20A-45 Attachment A F. Total Amount of Federal Funds Obligated by the Action: Up to $20,500.00 CFDA FAIN Award Date Formula Funds Amount 04/01/2019 Regional Organizers/Regional Training AA-32213- 17.258 to Coordinators (RO/RTC) $20,500.00 18-55-A-6 09/30/2020 Grant Code: 1144 TOTAL: $20,500.00 G. Total Amount of Federal Funds Obligated to the Subrecipient: $20,500.00 H. Total Amount of the Federal Award: $20,500.00 L Federal Award Project Description: See Chart in F J. Federal Awarding Agency: Department of Labor K. Name of PIE: Employment Development Department and County of Orange L. Contact Information for the Awarding Official: Carma Lacy, Executive Director (714) 480- 6420 and Carma.Lacykoccr.oc op v.com M. CFDA Number and Name: See Chart in F N. Whether Award is R&D: No O. Indirect Cost Rate for the Federal Award: 10% Cap County of Orange Page 2 of 2 City of Santa Ana OC Community Resources Contract No. 19-28-0070-R WS 417 - . Attachment B SCOPE OF SERVICES REGIONAL WORKFORCE SERVICES 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 Subrecipients for Professional Consulting Services in the Orange County Region. 2. SERVICES 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. Subrecipient 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. Subrecipient will be provided access to the Project Manager who will assist with the scheduling and information needed to complete the required deliverables for said services and projects pertaining to the Orange County Regional Planning Unit. B. Monitoring and Evaluation Services will also be available, if needed. 3. DELIVERABLES A. Subrecipient will be called upon to provide at minimum but not limited to the following services on an as -needed basis: i. Regional Organizers/Regional Training Coordinators (RO/RTC) a. Responsible to help meet the deliverables in the Scope of Services provided by the State. B. Invoices are due on the 20' of each month for previous month's expenditures in accordance with the OC Community Resources Contract Reimbursement Policy attached herein as Exhibit 5 of this Contract. County of Orange Page 1 of 2 City of Santa Ana OC Community Resources 2 UA-47 Contract No.19-28-0070-RWS Attachment B 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 2 UA-48 Contract No_ 19-28-0070-RWS Attachment C BUDGETSCHEDULE REGIONAL WORKFORCE SERVICES BUDGET The Contract total shall not exceed $20,500.00. 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 PY 2019-2020 Regional Organizers/Regional Training Coordinators (RO/RTC) $20,500.00 Grant Code: 1144 End Date: September 30, 2020 Total: $20,500.00 County of Orange Page 1 of 1 City of Santa Ana OC Community Resources Contract No_ 19-28-0070-RWS 20A-49 Attachment D PERFORMANCE STANDARDS REGIONAL WORKFORCE SERVICES Performance Standards Standards of performance are as follows: 1. 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 # 19-28-0070-R WS 20A-50