HomeMy WebLinkAboutORANGE, COUNTY OF A-2020-069City of Santa Ana
t Clerk of the Council
AGREEMENT TERMINATION FORM
Please complete this form in its entirety when the attached agreement and all
amendments (if any) are no longer in effect.
Note: If your agreement is grant related, please ensure that all grant retention requirements
have been satisfied prior to signing the termination form.
Is the agreement(s) a permanent record? Yes No
Return form to the Clerk of the Council Office (M-30).
Call 647-1520 if you have any questions.
The agreement with
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COTC Office Use Only
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No. 20L0— 01.01 was completed on V900"It and final payment has been made.
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Revised: 10.18-16
Department: D A 1) L Lk CC'� el
Phone/Ext.:
Signature:
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Date: Q%'t - 0 9 -
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
A-2020-069
INSURANCE NOT REQUIRED
WORK MA`O j)i COCEED
r1RTC. CLERK OF COUNCIL
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Return ORIGINAL
executed copy to COTC,
M-30
CONTRACT No. 19-28-0070-RWS
FOR THE PROVISIONN OF
REGIONAL WORKFORCE SERVICES PROFESSIONAL
BETWEEN
COUNTY OF ORANGE
AND
CITY OF SANTA ANA
CFDA#
FAIN#
PROGRAM/SERVICE TITLE
FUNDING AGENCY
17.258
AA-32213-18-55-A-6
Regional Organizers/Regional Training
Department of Labor
Coordinators (RO/RTC)
Grant Code: 1144
�nSUrancQ Not �vi�2�
REVIEWED & APPROVED
By RISk MANAGEMENT DlviSiON
A 2020
ANglr- ACEVEdO
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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 Contract No.: 19-28-00 70-R
WS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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 City of Santa Ana.
Orange County CommunityResources Contract No.: 19-28- 00 70-R
WS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
38.
Budget Schedule:.. I .... I .............................................................................................................
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 Contract No.: 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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 S of 42 City of Santa Ana.
Orange County Community Resources Contract No.: 19-28-00 70-R WS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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 I — 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 duality 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
WHEREAS, County, acting as the Administrator of the Act funds, is empowered to make a
portion of the funds available pursuant to the Act (hereinafter referred to as "grant funds") to
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 b of 42 City of Santa Ana.
Orange County Community Resources Contract No.: 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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 Contract No.: 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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. In
the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue
shall be a court of competent jurisdiction located in Orange County, California, and the parties
hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of
Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all
rights to request that an action be transferred for adjudication to another county.
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 Contract No.: 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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.
U. 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: In 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 Etna.
Orange County Community Resources Contract No.: 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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.
0. 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 Etna.
Orange County Community Resources Contract No.: 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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:
Coveraze
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 Coverase 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 Contract No.: 19-28-00 70-R WS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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 Conti -act No.: 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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 Contract No.: I9-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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 Ieft 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 Contract No.: 19-28-00 70-R WS
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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:
I ) 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.
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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 Contract No.: 19-28-00 70-R WS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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.
3. 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 Contract No.: 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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 Contract No.: 19-28-00 70-R WS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
S. 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 92 City of Santa .4na.
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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:
1. 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.
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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. og v/Einployer_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.
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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.
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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
OCCRIOrange County Community Services
Community Investment Division
Contact: Carma Lacy, Program Director Manager
1300 S. Grand Ave. Bldg. B
Santa Ana, CA 92705-4407
Phone: 714-480-6421
Email: cartna.lacy@occr.ocgov.com
Administrator: OCCRIAdministration Business Office
Contract Development & Management
Contact: Elsa Rivera
601 N. Ross Street, 6th Floor
Santa Ana, CA 92701
County of Orange Page 23 of 42 City of Santa Ana.
Orange County Community Resources Contract No.: 19-28-0070-RWS
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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
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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 http://www.ocgov.coni/gov/ceo/cio/govpolicies,
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County of Orange Page 25 of 42 City of Santa Ana.
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Pro ram 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:
hitp://ocgov.com/gov/risk/l)rograms/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.
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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 SB734.
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 Pa.n� vents: 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 20"' 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
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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
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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:
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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.
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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 (I0) 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:
1. It does not materially change the terms of this Contract, and
II. It is supported by adequate consideration to County.
Board of Supervisors' action is necessary to approve a request from Subrecipient that
does not satisfy all of the criteria listed above.
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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,
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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)(1). Such terms
must include, but are not limited to, the subcontractor assigning and agreeing
to assign to County all rights, title and interest in Intellectual Property made,
conceived, derived from, or reduced to practice by the subcontractor,
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)(1) of the Intellectual Property Provisions in all contracts and
subcontracts it enters into with other parties does not apply to contracts or
subcontracts that are for customized and on-the-job training as authorized
under 20 CFR WIOA NPRM 680.700-850.
vi. 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
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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)(1) 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
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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.
ii. COUNTY MAKES NO WARRANTY THAT THE INTELLECTUAL
PROPERTY RESULTING FROM THIS CONTRACT DOES NOT
INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE
LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED.
H. Intellectual Property Indemnity:
i. Subrecipient shall indemnify, defend and hold harmless County and its
licensees and assignees, and its officers, Director, employees, agents,
representatives, successors, and users of its products, ("Indemnitees") from
and against all claims, actions, damages, losses, liabilities (or actions or
proceedings with respect to any thereof), whether or not rightful, arising from
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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 Etna.
Orange County Community Resources Contract No.: 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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 Contract No.: 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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 1V 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 Contract No.: 19-28-00 70-R WS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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, iPads, cell phones, PDAs, cameras,
and DVD players. Title to all items of Equipment purchased vests and will remain in County,
and as such shall be designated by County's Project Manager. The use of such items of
Equipment is limited to the performance of this Contract. Upon the termination of this Contract,
Subrecipient shall immediately return any items of Equipment to County or its representatives or
dispose of them in accordance with the directions of County's Project Manager.
Subrecipient further agrees to the following:
A. To maintain all items of Equipment in good working order and condition, except for normal
wear and tear.
B. To label all items of Equipment, do periodic inventories as required by County's Project
Manager and to maintain an inventory list showing where and how the Equipment is being
used, in accordance with procedures developed by County's Project Manager. All such lists
shall be submitted to County's Project Manager within ten (10) days of the request therefore.
Inventory lists must be maintained for four (4) years after final disposition of property.
County of Orange Page 39 of 42 City of Santa Ana,
Orange County Community Resources Contract No.: 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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 Etna.
Orange County Community Resources Contract No.: 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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.
i. All applicable standards and orders and requirements issued under Section 306 of the
Clean Air Act, Section 508 of the Clean Water Act and Environmental Protection Agency
regulations in contracts in excess of $100,000.
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 Contract No.: 19-28- 00 70-R WS
DocuSign Envelope ID: 26A1FOD6-5970-4421-B5CB-2891848ECB74
Signature Page
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
By:
Name: KRISTINE RIDGE
Title: City Manager
Dated:
APPROVED AS TO FORM
SONIA R. CARVALHO
CITY ATTORNEY
By: /—'
Name: RYAN O. HODGE
Title: Assistant City AttgMe
Dated: March 25, 2020
ATTEST n
By:
Name: DAISY OMEZ
Title: Clerk of the Council
Dated:
RECOMMENDED FOR APPROVAL
By: -:L>� �!
Name: STEVEN A. MENDOZA
Title: Executive Director
Community Development Agency
Dated:_ 4 - 23 •20
*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.
YYYYYYYYYYIYYYYYY\•YYYYYYYYIYYYY.YYYYYYYYYYYYYYYYY YYYYYYYYYYYYYYYYYY q.v..
COUNTY OF ORANGE
A Political Subdivision of the State of California
9lgned by:
By. Carina Lacy
LDOM'��Vnw
nh Director
OC Community Resources
Dated: 5/22/2020
County of Orange Page 42 of42 City of Santa Ana.
Orange County Community Resources Contract No.: 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
Signature Page
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
By: _I
Name: KRISTINE RIDGE
Title: City Manager
Dated:
APPROVED AS TO FORM
SONIA R. CARVALHO
CITY ATTORNEY
By:
Name: RYAN O. HODGE
Title: Assistant City Attorney
Dated: March 25, 2020
ATTEST
Name: DAISY GOMEZ
Title: Clerk of the Council
Dated:
RECOMMENDED FOR APPROVAL
By:
Name: STEVEN A. MENDOZA
Title: Executive Director
Community Development Agency
Dated:_ 4 - '23 •ZpZZj
*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.
■■ a a a a a a a a 1 a a a a a a a a a a a a a a a a a a a a l a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a■
COUNTY OF ORANGE
A Political Subdivision of the State of California
Docu Signed by:
By: (A' a, W" carma Lacy Dated:
Dy an Wright, Director
OC Community Resources
5/22/2020
County of Orange Page 42 of 42
Orange County Community Resources
City of Santa Ana.
Contract No.: 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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.
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 RulesIWIOA 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-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
Attachment A
F. Total Amount of Federal Funds Obligated by the Action: Up to $20,500.00
CFDA
FAIN
Award Date
Formula Funds
Amount
AA-32213-
04/01/2019
Regional Organizers/Regional Training
17.258
18-55-A-6
to
Coordinators (RO/RTC)
$20,500.00
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
I. Federal Award Project Description: See Chart in F
J. Federal Awarding Agency: Department of Labor
K. Name of PTE: Employment Development Department and County of Orange
L. Contact Information for the Awarding Official: Carma Lacy, Executive Director (714) 480-
6420 and Carma.L ac occr.ocaov.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-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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 ROIRTC)
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 I of 2 City of Santa Ana
OC Community Resources Contract No.19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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 Contract No.19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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)
Grant Code: 1144
$20,500.00
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
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
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-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
Exhibit 1
DRUG FREE WORKPLACE CERTIFICATION
Company/Organization Name
of Santa Ana
The Contractor or grant recipient named above hereby certifies compliance with Government
Code 8355 in matters relating to providing a drug -free workplace. The above named Contractor
will:
1. Publish a statement notifying employees that unlawful manufacture, distribution,
dispensation, possession, or use of a controlled substance is prohibited in the person's
or organization's workplace and specifying the actions to be taken against employees for
violations of the prohibitions, as required by Government Code Section 8355(a).
2. Establish a Drug Free Awareness Program as required by Government Code Section
8355(b), to inform employees about all of the following:
A. The dangers of drug abuse in the workplace,
B. The person's or organization's policy of maintaining a drug -free workplace,
C. Any available drug counseling, rehabilitation and employee assistance programs,
and
D. Penalties that may be imposed upon employees for drug abuse violations
3. Provide as required by Government code Section 83551 that every employee who works
on the proposed contract or grant
A. Will receive a copy of the company's drug -free policy statement described in
paragraph (1) above, and
B. Will agree to abide by the terms of the company's statement as a condition of
employment in the contract or grant.
CERTIFICATION
1, the official named below, hereby swear that 1 am duly authorized legally to bind the contractor
or grant recipient to the above described certification.
Kristine Ridge, City Manager
Official's Name
y -g -3 Orange County, California
Date Executed Executed in the County of
Contractor or Grantee Recipient Signature and Title ATTESTS
CLERK OF THE COUNCIL
County of Orange Page 1 of 1 City of Santa Ana
OC Community Resources Contract # 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
Exhibit 2
CERTIFICATION REGARDING
DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION
LOWER TIER COVERED TRANSACTIONS
This certification is required by the regulations implementing Executive Order 12549, Debarment
and suspension, 29 CFR Part 98.510, Participants' responsibilities. The regulations were published
as Part Vil of the May 26, 1988 Federal Register (pages 19160-19211)
(BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION)
(1) The contractor or grant recipient of Federal assistance funds certifies, by submission of this
exhibit document, that neither it nor its principals are presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation in
this transaction by any Federal department or agency.
(2) Where the contractor or grant recipient of Federal assistance funds is unable to certify to
any of the statements in this certification, the contractor or grant recipient shall attach an
explanation to this exhibit document.
Kristine Ridge
Name
City Manager
Title
Authorized Signature Date
ATTlESM CA
V-
County of Orange Page 1 of 2 City of Santa Ana
OC Community Resources Contract # 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
Exhibit 2
DEBARMENT AND SUSPENSION CERTIFICATION - Instructions for Certification
1. By signing and submitting this exhibit document, the contractor or grant recipient of Federal
assistance funds is providing the certification as set out below.
2. The certification in the clause is a material representation of fact upon which reliance was
placed when this transaction was entered into. If it is later determined that the contractor or
grant recipient of Federal assistance funds knowingly rendered an erroneous certification in
addition to other remedies available to the Federal Government, the Department of Labor (DOL)
may pursue available remedies, including suspension and/or debarment.
3. The contractor recipient of Federal assistance funds shall provide immediate written notice to
the County of OrangelWorkforce Investment Board to which this certification document is
submitted if at any time the contractor or grant recipient of Federal assistance funds learns that
its certification was erroneous when submitted or has become erroneous by reason of changed
circumstances.
4. The contractor or grant recipient of Federal assistance funds agrees by submitting this
certification document that, should the covered transaction be entered into, it shall not knowingly
enter into any lower tier covered transaction with a person who is debarred, suspended,
declared ineligible, or voluntarily excluded from participation in this covered transaction, unless
authorized by the DOL.
5. The contractor or grant recipient of Federal assistance funds further agrees by submitting this
certification document that it will include the clause titled "Certification Regarding Debarment,
Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions," without
modification, in all lower tier covered transactions and in all solicitations for lower tier covered
transactions.
6. The contractor or grant recipient in a covered transaction may rely upon a certification of a
contractor or grant recipient in a lower tier covered transaction that it is not debarred,
suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that
the certification is erroneous. The contractor or grant recipient may decide the method and
frequency by which it determines the eligibility of its principals.
7. Nothing contained in the foregoing shall be construed to require establishment of a system of
records in order to render in good faith the certification required by this clause. The knowledge
and information of the contractor or grant recipient is not required to exceed that which is
normally possessed by a prudent person in the ordinary course of business dealings.
S. Except for transactions authorized under paragraph 5 of these instructions, if the contractor or
grant recipient in a covered transaction knowingly enters into a lower tier covered transaction
with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation
in this transaction, in addition to other remedies available to the Federal Government, the DOL
may pursue available remedies, including suspension and/or debarment.
County of Orange Page 2 of 2 City of Santa Ana
OC Community Resources Contract # 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
Exhibit 3
CERTIFICATION REGARDING LOBBYING
CERTIFICATION FOR CONTRACTS, GRANTS, LOANS,
AND COOPERATIVE AGREEMENTS
The undersigned certifies, to the best of his or her knowledge and belief, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of an agency, a member of Congress, an officer or employee of Congress, or
an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering
into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan, or cooperative
agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a member
of Congress in connection with this Federal contract, grant, loan, or cooperative
agreement, the undersigned shall complete and submit Standard Form LLL, "Disclosure
Form to Report Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the
award documents for all* subawards at all tiers (including subcontracts, subgrants and
contracts under .grants, loans, and cooperative agreements) and that all* subrecipients
shall certify and disclose award documents for all* subawards at all tiers (including
subcontracts, subgrants and contracts under grants, loans, and cooperative
agreements) and that all* subrecipients shall certify and disclose
award documents for all* subawards at all tiers (including subcontracts, subgrants and
contracts under grants, loans, and cooperative agreements) and that all* subrecipients
shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for
making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any
person who fails to file the required certification shall be subject to a civil penalty of not less than
$10, 000 and not more than $100,000 for each such failure.
Grantee/Contractor Organization
City of Santa Ana
Name
Kristine Ridge
City Mane
Title
Au-thorized Signature
Date
®rre"-,[%
a-% o a A.W%W W IF
'Note: In these instances, "All," in the Final Rule is expected to be clarified to show that it
applies to covered contract/grant transactions over $100,000 (per OMB).
County of Orange Page 1 of 1 City of Santa Ana.
OC Community Resources Contract # 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
Exhibit 4
INSTRUCTIONS FOR COMPLETION OF
SF-LLL DISCLOSURE OF LOBBYING ACTIVITIES
This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient at the initiation or receipt of a
covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each
payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress. or an employee of a Member of Congress in connection with a covered Federal action.
Use the SF LLL-A Continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the
initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional
information.
1. Identify the type of covered Federal action for which lobbying is and has been secured to influence the outcome of a covered action,
2. Identify the status of the covered Federal action.
3. Identify the appropriate classification of this report. If this is a follow up report caused by a material change to the information previously reported,
enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this
covered Federal action.
4. Enter the full name, address, city, state and zip code of the reporting entity. Include congressional district, if known. Check the appropriate
classification of the reporting entity that designates if it is, or expects to be a prime or subaward recipient.
Identify the tier of the subawardee, e. g, the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts.
subgrants and contract awards under grants.
5. If the organization filing the report, in item 4 checks "Subawardee", then enter the full name, address, city, state, and zip code of the prime Federal
recipient. Include congressional district, if known,
6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if
known. For example, Department of Transportation, United States Coast Guard,
7. Enter the Federal program name or description for the covered Federal action (item 1), If known, enter the full Catalog of Federal Domestic
Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments.
S. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e. g, Request for Proposal (RFP)
number; Invitation for Bid (IFB) number; grant announcement number the contract, grant, or loan award number; the application proposal control
number assigned by the Federal agency). Include prefixes, e,g., "RFP DE 90 09."
9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the
awardlloan commitment for the primary entity identified in item 4 or 5.
10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to
influence the covered Federal action.
(b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First
Name, and Middle Initial (MI).
11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10).
Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report
enter he cumulative amount of payment made or planned to be made.
12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in kind contribution, specify the nature and value of
the in kind payment.
13. Check the appropriate box(es). Check all boxes that apply. If other, specify nature.
14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any
services rendered, Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal
official(s) or employee(s) contacted and the officer(s), employee(s), or Member(s) of Congress that were contacted.
15. Check whether or not a SF LLL A Continuation Sheet(s) is attached.
16. The certifying official shall sign and date the form, print his/her name, title, and telephone number.
Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions.
searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information, Send
comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the
Office of Management and Budget. Paperwork Reduction Project (0348 0046) Washington D.C., 20503.
County of Orange Page 1 of 3 City of Santa Ana
OC Community Resources Contract # 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
Exhibit 4
DISCLOSURE OF LOBBYING ACTIVITIES
Complete this form to disclose activities pursuant to 31 U.S.0 1352
1. Type of Federal Actions:
2. Status of Federal Actions:
3. Report Type:
a. contract
a, bid/offer/application
a. initial filing
b. grant
b, initial award
b. material change
C. cooperative agreement
C. post -award
d. loan
For material change only:
e. loan guarantee
Year: Quarter:
f. loan insurance
Date of last report:
4. Name and Address of Reporting Entity
5. If Reporting Entity in No. 4 is a Subawardee:
Prime Subawardee
Enter Name and Address of Prime:
Tier if known
Congressional District, if known:
Con ressional District, if known:
6. Federal Department/ Agency:
7. Federal Program NamelDescription
8. Federal Action Number, if known:
9. Award Amount, if known:
10a. Name and Address of Lobbying Entity
110b. Individual Performing Services
(if individual, last name, first name, MI):
(including address if different from No. 10a)
(last name, first name, Ml):
attach Continuation Sheets SF-LLL-A, if necessary)
11. Amount of Payment (check all that apply):
13. Type of Payment (check all that apply)
$ Actual
a. retainer
Planned
b. one-time free
C. commission
12. Form of Payment (check all that apply):
a. cash
d. contingent fee
b, in -kind: specify:
e. deferred
nature:
f. other specify:
value:
14. Enter Description of Services performed or to be Performed and date(s) of Service, including officer(s), employee(s), or Member(s)
contacted, for Payment indicated on item 11:
15. Continuation sheets SF-LLL-A attached: ❑ Yes ❑ No
16. Information requested through this form authorized by Title
31 U.S.C. Section 1352. This disclosure of lobbying activities is a
Signature:
material representation of fact upon which reliance was placed by the
tier above when this transaction was made or entered into. This
disclosure is required pursuant to 31 U.S.C. 1352. This information
will be reported to the Congress semiannually and will be available for
Print Name:
public inspection. An person who fails to file the required disclosure
shall be subject to a civil penalty of not less than $10,000 and not
Title:
more than $100,000 for each such failure.
Telephone No:
Date:
I
County of Orange Page 2 of 3 City of Santa Ana
OC Community Resources Contract # 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
Exhibit 4
Reporting Entity:
DISCLOSURE OF LOBBYING ACTIVITIES
CONTINUATION SHEET
Approved by OMS - 0348-0046
Page of
BILLING CODES 3410-01 -C; 6450-01-C; 6890-01 ;6025-01-C; 7510-01-C , 35 1 O-FE-C; 8120-01 -C; 4710-24-C, 6116-01 -C,
County of Orange Page 3 of 3 City of Santa Ana
OC Community Resources Contract # 19-28-0070-RWS
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
EXHIBIT 5
G R A N G E C O U N T Y
-Community Resources
Our Community. Our Commitment.
Subject: OC Community Resources Effective: July 1, 2010
Contract Reimbursement Policy Revised: January 17, 2020
PURPOSE:
This policy contains updated fiscal documentation requirements for contract reimbursement for
OC Community Services and OC Housing & Community Development. The procedures provide
instructions for submitting reimbursement demand letter or invoice.
REFERENCES:
Executed County Board of Supervisors approved contract
Budget included in contract or presented as an attachment
48 CFR Part 31 Contract Cost Principles and Procedures
24 CFR Parts 85, 570.502, 570.201, 576.21, 576.51 and 576.61: For OC Housing &
Community Development Contracts only.
2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements
for Federal Awards (Uniform Guidance)
BACKGROUND:
The executed Board of Supervisors approved contract is the authorization for all aspects of
payment, including the maximum amount to be paid, the payee, and the scope of services and
work. Payments are made in strict accordance with the contract terms. Allowable costs are
identified in referenced Uniform Guidance and Code of Federal Regulations (CFR).
ATTACHMENTS:
Reimbursement Policy Status Form (RPS-1)
POLICY:
Contractor is responsible for the submission of accurate claims. This reimbursement policy is
intended to ensure that the Contractor is reimbursed based on the code or codes that correctly
describe the services provided. This information is intended to serve only as a general reference
resource regarding OC Community Services' and Housing & Community Development
reimbursement policy for the services described and is not intended to address every aspect of a
reimbursement situation. Accordingly, OC Community Services and OC Housing & Community
Development may use reasonable discretion in interpreting and applying this policy to services
provided in a particular case. Other factors affecting reimbursement may supplement, modify or,
in some cases, supersede this policy. These factors may include, but are not limited to: legislative
mandates and County directives. OC Community Services and OC Housing & Community
Development may modify this reimbursement policy at any time by publishing a new version of
the policy. However, the information presented in this policy is accurate and current as of the
date of publication.
Cost incurred by Contractor must be substantiated and incurred during the contract period. Total
of all reimbursements cannot exceed the amount of the contract. Cost must be allowable under
applicable Code of Federal Regulations (CFR) or Uniform Guidance. All supporting
documentation for reimbursement must be submitted with demand letter or invoice. If contract
requires matching contribution, documentation substantiating contribution match must be
submitted with demand letter or invoice.
Page 1 of 2
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
EXHIBIT 5
At any time, based on County's business needs and/or Contractor's performance, the County may
designate Contractor to submit abbreviated or comprehensive documentation, as identified in the
respective sections. Upon designation, Contractor will be notified, in writing via Reimbursement
Policy Status Form, of which requirements are in full force. When Contractor is required to submit
comprehensive documentation, in addition to the items identified in the Abbreviated
Documentation Requirements Section, Contractor must also provide the documentation identified
in the Comprehensive Documentation Requirements Section.
PROCEDURES:
Abbreviated Documentation Requirements
Compile and submit:
1. Supporting documentation includes, but is not limited to:
a. General ledger/expense transaction report
b. Payroll register or labor distribution report
c. Payroll allocation plan
d. Personnel Documentation
e. Benefit plan and calculation of benefit
f. Employer -employee contract for non -customary benefits (if applicable)
g. Pre -approval documentation for equipment purchases equal to or greater than
$5,000
2. The following is required with the first month's invoice only:
a. Cost allocation plan for rent, utilities, etc.
b. Indirect rate approved by cognizant agency (if applicable)
3. Summary of leveraged resources (if applicable)
4. Demand letters must contain the following certification (if required by Contract):
"'By signing this report, I certify to the best of my knowledge and belief that the
report is true, complete, and accurate, and the expenditures, disbursements and
cash receipts are for the purposes and objectives set forth in the terms and
conditions of the Federal award. I am aware that any false, Fictitious, or fraudulent
information, or the omission of any material fact, may subject me to criminal, civil
or administrative penalties for fraud, false statements, false claims or otherwise.
(U.S. Code Title 18, Section 1001 and Title 31 Sections 3729-3730 and 3801-3812)"
5, Grantee Performance Report (if required by Contract)
6. Supporting documentation shall be on single -sided sheets
7. Please redact employees' Social Security Number from payroll reports
8. Demand letter or invoice, along with supporting documentation shall be submitted to:
OC Community Resources Accounting
601 N. Ross St., 61h Floor
Santa Ana, CA 92701
Comprehensive Documentation Requirements
In addition to abbreviated documentation, compile and submit:
9. Purchase orders, invoices, and receipts
10. Cashed checks
11. Check register
12. Consultant/sub-contractor invoices (with description of services)
13. Travel expense documentation: mileage reimbursement, hotel bill, meal reimbursement
ACTION:
Distribute this policy to all appropriate staff
INQUIRIES: Inquiries may be directed to OCCR Accounts Payable at:
OCCRAccountsPayable@occr.ocgov.com
Page 2 of 2
DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
EXMBIT 5
O R A N G E C O U N T Y
dccommunity ResourcesOur Community. Our Commitment.
Reimbursement Policy Status Form
Per OC Community Resources Contract Reimbursement Policy, in regards to the Contract #
listed herein, Contractor Is designated with the Documentation Status of Abbreviated unless
Comprehensive Is checked below. If the contractor's designation should change to
Abbreviated, a new status form shall be approved. All related documentation requirements
are in full force, until further notice.
Contractor: c�- Effective Date: kiiA &b
ZCLrN'\ & fay
Contract M �q . 19 - c>o-.o -- g.wS
Documentation Status: ❑ Abbreviated ❑ Comprehensive
Program Authorization by. Auditor Controller Authorization by:
Carma Lacy Eric Takanishi
Print Name Print Name
DocuSigned by: F;,
uSigned by:
Signed by: c (Amo. tAoi Sianwri hu- fial�atnislAi
FaFacos�azF�aoD... �� � �'J
F6334635 4
Date: 5/22/2020 Date:5/22/202q�ywr'ar-C—
Two signatures are required to implement the form. REVIEWED & APPROVED
By Risk MANAGEMENT DivisioN
P 2}2 2020
ANgiF- ACEVEdo
Distribution:
Contractor
Auditor Controller
Contract File
Program File
Reimbursement Policy Status (RPS-Z)