HomeMy WebLinkAboutORANGE, COUNTY OF (21)DocuSign Envelope ID: CC1719F9-6F29-4BEA-6499-419DBFB55DC9 RetarnOWGINAL
executed copy toCOTC, N-2021-173
INSURANCE N01 REQUIRED M-30
WORK MAY DROCEED
CLERK OF COUNCIL
r' GDf) ( JLbbrx. cPgnCkt)1. P T i,
SEP 1 4 2021
CONTRACT No. MA-012-22010003
FOR THE PROVISION OF
REGIONAL WORKFORCE CONSULTING SERVICES
BETWEEN
COUNTY OF ORANGE
AND
CITY OF SANTA ANA
FDA
FAIN#
PROGRAM/SERVICE TITLE
Regional Plan Implementation (RPI) 4.0
Grant Code: 1218
FUNDING AGEN Y
17.258
-34757-20-55-A-6
Department of Labor
DocuSign Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB55DC0
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................................................................................................10
M. Independent Contractor............................................................................................................10
N. Performance Warranty.............................................................................................................10
O. Insurance Requirements...........................................................................................................11
P, Changes....................................................................................................................................13
Q. Change of Ownership/Name, Litigation Status, Conflicts with County Interest.....................13
R. Force Majeure:........................................................................................................................13
S. Confidentiality.................................................................... ......13
T. Compliance with Laws............................................................................................................14
U. Intentionally left blank.............................................................................................................14
V. Severability..............................................................................................................................14
W. Attorney Fees...........................................................................................................................14
X. Interpretation: ........................................................................................................................... 14
Y. Employee Eligibility Verification............................................................................................ 14
Z. Indemnification........................................................................................................................15
AA. Audits/Inspections..........................................................................................I.........................15
BB. Contingency of Funds.............................................................................................................. 15
CC, Expenditure Limit: ................................................................................................................... 15
Additional Terms and Conditions.......................................................................................................16
1. Scope of Contract.....................................................................................................................16
2. Tenn of Contract......................................................................................................................16
3. Headings...................................................................................................................................16
4. Maximum Obligation...............................................................................................................16
Page 2 of 42
County of Orange City of Santa Ana
OC Community Rosoumes Contract No.:MA-012-22010003
DocuSign Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB55DC0
5.
Amendments - Changes/Extra Work: ......................................................................................
16
6.
Breach of Contract...................................................................................................................16
7.
Conditions Affecting Work
.....................................................................................................17
8.
Civil Rights
..............................................................................................................................17
9.
Conflict of Interest -- Contractor's Personnel..........................................................................17
10.
Conflict of Interest - County Personnel...................................................................................17
11.
Service Contract - Follow -On Work: ......................................................................................
18
12,
County's Project Manager.......................................................................................................
18
13.
Contractor Bankruptcy/Insolvency:
18
.........................................................................................
14,
Contractor's Project Manager and Key Personnel...................................................................
18
15.
Contractor'sPersonnel- ReferenceChecks............................................................................18
16.
Data -Title To.........................................................................................................................18
17.
Licenses
....................................................................................................................................18
18.
Disputes - Contract
..................................................................................................................19
19.
EDD Independent Contractor Reporting Requirements..........................................................
19
20.
Emergency/Declared Disaster Requirements...........................................................................
20
21.
Errors and Omissions
20
...............................................................................................................
22.
Non -Supplantation of Funds....................................................................................................
20
23.
Satisfactory Work
20
....................................................................................................................
24.
Access and Records.................................................................................................................
21
25,
Signature in Counterparts.........................................................................................................
21
26.
Reports/Meetings.....................................................................................................................21
27,
Subcontracting: ........................................................................................................................
22
28.
Equal Employment Opportunity: .............................................................................................
22
29.
Gratuities..................................................................................................................................22
30.
News/Information Release:......................................................................................................
23
31.
Notices.....................................................................................................................................
23
32.
Ownership of Documents.........................................................................................................
23
33.
Precedence: .................................................. ...........................................................................
24
34.
Termination - Orderly.............................................................................................................24
35.
Default -Re-ProcuromentCosts ..............................................................................................24
36.
County Branding Requirements...............................................................................................
24
Program
Specific Terms and Conditions...............................................................................I...........26
37.
Debarment................................................................................................................................26
38.
Lobbying Certification: ............................................ 6 ...............................................................
26
39.
Fraud:
26
.......................................................................................................................................
Page 3 of 42
County of Orange City of Santa Ana
OC Community Resources Contract No.:MA-012-22010003
DocuSlgn Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB55DC0
40. Fiscal Appropriations...............................................................................................................26
41. Fiscal Accountability................................................................................ 26
42. Indirect Costs............................................................................................ 27
43. Dissolution of Entity: ................................................................................27
44, Performance Standards............................................................................................................ 27
45. Payments..................................................................................................................................27
46. Budget Schedule......................................................................................................................28
47. Modification of Budget Schedule............................................................................................28
48, Annual Audit............................................................................................................................29
49. Non -Discrimination and Compliance Provisions....................................................................29
50, Publication: .............................................................................................................................. 30
51. Drug Free Worlgrlace:.............................................................................................................. 30
52. D-U-N-S Number and Related Information: ........................................................................... 30
53. Modification of Program Components and Service Levels ..................................................... 30
54. Intellectual Property ................................................................................................................. 31
55. Complaint Resolution Process and Grievance Procedures for Participants ............................. 36
56. Sectarian Activities..................................................................................................................36
57. Standards of Conduct...............................................................................................................36
58. Literature/Publicity..................................................................................................................37
59. Pell Grants/HEA Title IV......................................................................................................... 37
60. Policies and Procedures........................................................................................................... 38
61, Sweat -free Code of Conduct.................................................................................................... 38
62. S.W.A.G...................................................................................................................................38
63. Corporate Status........................................................................................ 38
64. Equipment................................................................................................................................38
65. Compliance with Law - Contract............................................................................................. 39
66, Other Requirements — Program Confidentiality: ................................................... 40
67. Contingent Fees........................................................................................................................41
SignaturePage......................................................................................................................................42
ATTACHMENTS
Attachment A — Scope of Services
Attachment B - Payment/Compensation
Attachment C - Budget Schedule
Attachment D - Staffing Plan
Attachment E - Performance Standards
Attachment F — Federal Award Identification Number
Pago 4 of 42
County of Orange City of Santa Ana
OC Community Resources Contract No.:MA-012-22010003
DocuSign Envelope ID: CC1719F9-8F29-4BEA-8499-419DBFB55DC0
Exhibit 1— Drug Free Workplace Certification
Exhibit 2 — Debarment and Suspension Certificate
Exhibit 3 — Certification Regarding Lobbying
Exhibit 4 — Disclosure Form to Report Lobbying
Exhibit 5 — OC Community Resources Contract Reimbursement Policy
County of Orange Page 5 of 42 City of Santa Are
OC Community Resources Contract No.:MA-012.22010003
DocuSign Envelope ID: CC 1719F9-6F29-4BEA-8499-419DBFB55DC0
Contract No. MA-012-22010003
with
City of Santa Ana
for
Regional Workforce Consulting Services
This Contract No. MA-012-22010003 for Regional Workforce Consulting Services (hereinafter
referred to as "Contract') is made and entered into as of the date fully executed by and between the County
of Orange, apolitical 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 "Contractor"),
with a County and Contractor sometimes referred to as "Party" or collectively as "Parties".
-C
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— Scope of Services
Attachment B — Payment/Compensation
Attachment C — Budget Schedule
Attachment D -- Staffing Plan
Attachment E - Performance Standards
Attachment F — Federal Award Identification Number
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
WHEREAS, Congress has enacted the "Workforce Investment Act of 1998," subsequently
reauthorized on July 22, 2014 as the Workforce Innovation and Opportunity Act (WIOA), hereinafter
referred to as "the Act," to provide workforce innovation activities, through statewide and local workforce
investment systems, that increase employment, retention and earnings of participants, and increase
occupational skill attainment by participants, and, as a result, improve the quality of the workforce and
enhance the productivity and competitiveness of the Nation; and
WHEREAS, County and Contractor accepts the State of California Employment Development
Department Workforce Services Directive dated February 13, 2020, Number WSD20-01; and
WHEREAS, County, acting as the Administrator of the Act funds, is empowered to make a
portion of the funds available pursuant to the Act (hereinafter referred to as "grant funds") to Contractor,
for the purpose of implementing the provisions of the Act; and
County of Orange Page 6 of 42 City of Santa Ana
OC Community Resources Contract NO.:MA-012-22010003
DocuSign Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB55DC0
WHEREAS, Contractor and County are entering into this Contract for Regional Workforce
Consulting Services under a cost reimbursement Contract; and
WHEREAS, Contractor agrees to provide Regional Workforce Consulting Services to the County
as further set forth in the Scope of Services, attached hereto as Attachment A; and
WHEREAS, County agrees to pay Contractor based on the schedule of fees set forth in
Payment/Compensation, attached hereto as Attachment B; and
WHEREAS, Contractor agrees to manage allotted funding set forth in the Budget Schedule,
attached hereto as Attachment C; and
WHEREAS, Contractor agrees to meet the Staffing Plan requirements set forth in attached hereto
as Attachment D; and
WHEREAS, Contractor agrees to meet the Performance Standards requirements set forth in
attached hereto as Attachment E; and
WHEREAS, Contractor received notification of the Federal Award Identification Number,
attached hereto as Attachment F; 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 Consulting Services with the
Contractor to carry out certain program services and activities within Fiscal Year 2021- 2022 & 2022-
2023, and through September 30, 2022.
NOW, THEREFORE, the Parties mutually agree as follows:
DEFINITIONS
"Administrator" means the Executive Director, of Orange County Community Investment Division
CUD"), as subdivision within the Orange County Community Services ("OCCS") department, or
designee thereof.
"Contract Administrator" means the designated Manager, a Deputy Purchasing Agent ("DPA") within
the Contract Development and Management ("CDM") team, who shall administer the contractual
responsibilities for this Contract and manage all contractual changes as necessary or reasonable to comply
with County Policies.
"County's Project Manager" means the designated Manager with the County Program Management team
who shall administer and monitor the services within this Contract as is necessary or reasonable to comply
with County policies.
"Director" means the County Director of the Orange County Community Resources ("OCCR")
department.
County of Orange Page 7 of 42 City of Santa Ana
OC Community Resources Contract No.:MA-012-22010003
DocuSign Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB56DCO
r,"om-
General Terms and Conditiono
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 the County designated 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
Contractor'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: Contractor expressly warrants that the services covered by this Contract are fit for the
particular purpose for which they are intended. Acceptance of this order shall constitute an
agreement upon Contractor's part to indemnify, defend and hold County and County Indemnitces
as identified in Paragraph Z below, harmless from liability, loss, damage and expense, including
reasonable counsel fees, incurred or sustained by County by reason of the failure of the services
to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-
compliance with any applicable state or federal codes, ordinances, orders,
County of Orange Pop 8 of 42 City of Santa Ana
OC Community Rosoumes Contract No.:MA-012.22010003
DocuSign Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB55DC0
or statutes, including the Occupational Safety and Health Act (OSHA) and the California
Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.
H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided
in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or
copyrighted materials in the performance of this Contract. Contractor warrants that any software
as modified through services provided hereunder will not infringe upon or violate any patent,
proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance
with the more specific requirement contained. in Paragraph 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 elaim(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 by Contractor without the
express written consent of County. Any attempt by Contractor 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.
Non -Discrimination: In the performance of this Contract, Contractor agrees that it will comply
with the requirements of Section 1735 of the California Labor Code and not engage nor permit
any subcontractors to engage in discrimination in employment of persons because of the race,
religious creed, color, national origin, ancestry, physical disability, mental disability, medical
condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this
provision shall subject Contractor to 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 irmnediately terminate this Contract without penalty, cost, expense or liability of any kind
(1) for cause ("Termination for Cause", as defined below), or (2) after 30 days' written notice
without cause. Exercise by County of its right to terminate the Contract for cause or without cause
shall relieve County of all further compensation, obligation, cost, expense or liability of any kind.
1. Termination for Cause. Termination for Cause shall mean the County's termination of the
Contract in the event of
i. A violation of the law or failure to comply in a timely manner with any condition of this
Contract;
ii. Inadequate program performance;
iii. Failure to comply with reporting requirements;
iv. Evidence that Contractor is in such an unsatisfactory financial condition, as determined by
Comity, as to endanger performance of this Contract, including the loss of other funding
sources;
v. Delinquency in payment of taxes or the costs of performance of this Contract in the
ordinary course of business;
County of Orange Page 4 of 42 City of Santa Ana
OC Community Resources Contract No.:MA-012-22010003
DocuSlgn Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB55DC0
vi. Appointment of a trustee, receiver or liquidator for all or a substantial part of Contractor's
property, or institution of bankruptcy, reorganization, arrangement of liquidation
proceedings by or against Contractor;
vii. Service of any writ of attachment, levy of execution, or commencement of garnishment
proceedings against Contractor's assets or income;
viii. Bankruptcy proceedings of Contractor;
ix. Finding of Contractor's debarment or suspension;
x, Material change in Contractor's organizational structure;
xi. Any breach of the Contract by Contractor; and
xii. Any misrepresentation, or fraud on the part of the Contractor.
2. Cost to Cover. In the event of any termination of the Contract, County may proceed with the
work for which this Contract provides in any manner deemed proper by County. The cost to
County of completing the work for which this Contract provides shall be deducted from any
sums due Contractor under this Contract but Contractor shall not be relieved of liability.
Notwithstanding the above, Contractor shall not be relieved of liability to County for damages
sustained by County by virtue of any breach of this Contract by Contractor, and County may
withhold any payments to Contractor until such time as the exact amount of damages due
County from Contractor is determined.
3. Return of funds. Contractor agrees that upon expiration or notice of termination of this
Contract or dissolution of Contractor's entity, Contractor shall, immediately upon written
demand, return to County all funds paid to Contractor by County, which are not payable for
goods or services delivered prior to the termination or expiration of this Contract or the
dissolution of Contractor's entity.
Nothing in this Paragraph K shall preclude the County from exercising its termination rights as
set forth in Paragraph BB or under any other provision in the Contract.
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 Contractor: Contractor shall be considered an independent contractor and neither
Contractor, its employees, nor anyone working under Contractor shall be considered an agent or
an employee of County, Neither Contractor, its employees nor anyone working under Contractor
shall qualify for workers' compensation or other fringe benefits of any kind through County.
N. Performance Warranty: Contractor warrants all work under this Contract and shall take
necessary steps and precautions to perform the work to County's satisfaction. Contractor shall be
responsible for the professional quality, technical assurance, timely completion and coordination
of all documentation and other goods/services famished by the Contractor under this Contract,
Contractor shall perform all work diligently, carefully, and in a good and workmanlike manner;
shall furnish all necessary labor, supervision, machinery, equipment,
County of Orange Page 10 of 42 City of Santa Ana
OC Community Resources Contract No.:MA-012-22010003
DocuSign Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB56DC0
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, Contractor shall be fully
responsible for all work performed by subcontractors.
O. Insurance Requirements:
Prior to the provision of services under this Contract, the Contractor agrees to purchase all
required insurance, or maintain a program of self-insurance, at Contractor's expense, including all
endorsements required herein, necessary to satisfy the County that the insurance provisions of this
Contract have been complied with. Contractor agrees to keep such insurance coverage,
Certificates of Insurance, and endorsements on deposit with the County during the entire term of
this Contract.
All self -insured retentions (SIRS) shall be clearly stated on the Certificate of insurance. If
Contractor is self -insured„ Contractor, 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 Contractor's, its agents, employee's or
subcontractor's performance of this Contract, Contractor shall defend the County at its
sole cost and expense with counsel approved by Board of supervisors against same; and
2) Contractor'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 Contractor's SIR provision shall be
interpreted as though the Contractor was an insurer and the County was the insured.
If the Contractor fails to maintain insurance acceptable to the County for the full term of this
Contract, the County may terminate this Contract.
The program of self-insurance maintained by the Contractor shall provide the minimum limits
and coverage as set forth below:
Coverage
Commercial General Liability
Automobile Liability including coverage
for owned, non -owned and hired vehicles
Workers Compensation
Employers Liability Insurance
Professional Liability
MniMum 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
County of Orange Page 11 of 42 City of Santa Ana
OC Community Resources Contract No.:MA.012.22010003
DocuSign Envelope ID: CC1719F9-6F29-4BEA-8499-419DBF855DC0
$1,000,000 aggregate
The Commercial General Liability program of self-insurance shall name the County of Orange its elected and
appointed officials, officers, agents and employees as an Indemnified Party and coverage shall be primary and
non-contributory, Any insurance or self- insurance maintained by the County of Orange shall be excess and
non-contributory.
The Workers' Compensation policy, or program of self-insurance 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 W ITTEN Contract
All insurance policies, or program of self-insurance required by this Contract shall waive all rights
of subrogation against the County of Orange, its elected and appointed officials, officers, agents
and employees when acting within the scope of their appointment or employment,
Contractor shall notify County in writing within thirty (30) days of any policy cancellation and
ten (10) days for non-payment of premium and provide a copy of the cancellation notice to
County. Failure to provide written notice of cancellation may constitute a material breach of the
Contract, upon which the County may suspend or terminate this Contract.
If Contractor's Professional Liability and Network Security & Privacy Liability are "Clahns-
Made" poticy(ies), Contractor shall agree to maintain coverage for two (2) years following the
completion of the Contract.
Insurance certificates should be forwarded to the agency/department address listed on the
solicitation.
If the Contractor fails to provide the insurance certificates and endorsements within seven (7) days
of notification by the Contract Administrator, award may be made to the next qualified vendor,
County expressly retains the right to require Contractor to increase or decrease insurance of any of
the above insurance types throughout the term of this Contract. Any increase or decrease in
insurance will be as doomed by County of Orange Risk Manager as appropriate to adequately
protect County.
County shall notify Contractor in writing of changes in the insurance requirements. If Contractor
does not deposit copies of acceptable Certificates of Insurance and endorsements with County
incorporating such changes within thirty (30) days of receipt of such notice, this Contract may be
in breach without further notice to Contractor, and County shall be entitled to all legal remedies.
The procuring of such required policy or policies of insurance shall not be construed to limit
Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of
this Contract, nor act in any way to reduce the policy coverage and limits available from the
insurer,
County of Orange Pago 12 of 42 City of Santa Ana
OC Community Resources Contract No.:MA-012-22010003
DocuSign Envelope ID; CC1719F9-6F29-4BEA-8499-419DBFB55DC0
P. Changes: Contractor 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: Contractor
agrees that if there is a change or transfer in ownership of Contractor'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
Contractor'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, Contractor has the duty to notify the County in writing of any change in the
Contractor's status with respect to name changes that do not require an assignment of the Contract.
The Contractor is also obligated to notify the County in writing if the Contractor becomes a party
to any litigation against the County, or a party to litigation that may reasonably affect the
Contractor's performance under the Contract, as well as any potential conflicts of interest between
Contractor and County that may arise prior to or during the period of Contract performance. While
Contractor will be required to provide this information without prompting from the County any
time there is a change in Contractor's name, conflict of interest or litigation status, Contractor must
also provide an update to the County of its status in these areas whenever requested by the County.
The Contractor 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 Contractor, this obligation
shall apply to the Contractor's employees, agents, and subcontractors associated with the
provision of goods and services provided under this Contract. The Contractor'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: Contractor shall not be assessed with liquidated damages or unsatisfactory
performance penalties during any delay beyond the time named for the performance of this
Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond
its reasonable control, provided Contractor 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
Contractor avails himself of any available remedies.
S. Confidentiality: Contractor agrees to maintain the confidentiality of all County and County -
related records and information pursuant to all statutory laws relating to privacy and
confidentiality that currently exist or exist at any time during the term of this Contract with
exception to California Public Records Act (CPRA). All such records and information shall be
considered confidential and kept confidential by Contractor and Contractor's staff, agents and
employees.
County of Orange Page 13 of 42 City of Santa Ana
OC Community Resources Contract No.:MA-012-22010003
DocuSign Envelope ID; CC1719F9-BF29-4BEA-8499-419DBFB55DC0
T. Compliance with Laws: Contractor represents and warrants that services to be provided under
this Contract shall fully comply, at Contractor's expense, with all standards, laws, statutes,
restrictions, ordinances, requirements, and regulations, including, but not limited to those issued
by County in its governmental capacity, the laws, regulations, and requirements set forth in
Paragraph 65 (Compliance with Law — Contract) of this Contract, and all other laws applicable to
the services at the time services are provided to and accepted by County (collectively "laws"),
Contractor acknowledges that County is relying on Contractor to ensure such compliance, and
pursuant to the requirements of Paragraph Z below, Contractor agrees that it shall defend,
indemnify and hold County and County Indemnitees harmless from all liability, damages, costs
and expenses arising from or related to a violation of such laws.
U. Intentionally left blank
V. Severability: If any term, covenant, condition or provision of this Contract is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions
hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated
thereby.
W. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract,
each party shall bear their own attorney's fees, costs and expenses.
X Interpretation: This Contract has been negotiated at arm's length and between persons
sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party
had been represented by experienced and knowledgeable independent legal counsel of their own
choosing or has knowingly declined to seek such counsel despite being encouraged and given the
opportunity to do so. Each party further acknowledges that they have not been influenced to any
extent whatsoever in executing this Contract by any other party hereto or by any person
representing them, or both. Accordingly, any rule or law (including California Civil Code Section
1654) or legal decision that would require interpretation of any ambiguities in this Contract
against the party that has drafted it is not applicable and is waived. The provisions of this Contract
shall be interpreted in a reasonable manner to affect the purpose of the Parties and this Contract.
Y. Employee Eligibility 'Verification: The Contractor warrants that it fully complies with all
Federal and State statutes and regulations regarding the employment of aliens and others and that
all its employees performing work under this Contract meet the citizenship or alien status
requirement set forth in Federal statutes and regulations. The Contractor shall obtain, from all
employees performing work hereunder, an verification and other documentation of employment
eligibility status required by Federal or State statutes and regulations including, but not limited to,
the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist
and as they may be hereafter amended. The Contractor shall retain all such documentation for all
covered employees for the period prescribed by the law. The Contractor shall indemnify, defend
with counsel approved in writing by County, and hold harmless, the County, and its County
Indemnitees, its agents, officers, and employees from employer sanctions and any other liability
which may be assessed against the Contractor or the County or County Indemnitees, 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.
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Z. Indemnification: Contractor agrees to indemnify, defend with counsel approved in writing by
County, and hold County, its elected and appointed officials, officers, employees, agents and those
special districts and agencies which County's Board of Supervisors acts as the governing Board
("County Indemnitees") harmless from any claims, demands or liability of any kind or nature,
including but not limited to personal injury or property damage, arising from or related to the
services, products or other performance provided by Contractor, its agents, employees, affiliates or
subcontractors, pursuant to this Contract. If judgment is entered against Contractor and County
by a court of competent jurisdiction because of the concurrent active negligence of County or
County Indemnitees, Contractor and County agree that liability will be apportioned as determined
by the court. Neither party shall request a jury apportionment.
AA. Audits/Inspections: Contractor agrees to permit the County's Auditor -Controller or the Auditor -
Controller's authorized representative (including auditors from a private auditing firm hired by
the County) access during normal working hours to all books, accounts, records, reports, files,
financial records, supporting documentation, including payroll and accounts payable/receivable
records, and other papers or property of Contractor for the purpose of auditing or inspecting any
aspect of performance under this Contract. The inspection and/or audit will be confined to those
matters connected with the performance of the Contract including, but not limited to, the costs of
administering the Contract. The County will provide reasonable notice of such an audit or
inspection.
The County reserves the right to audit and verify the Contractor's records before final payment is
made.
Contractor agrees to maintain such records for possible audit for a minimum of three (3) years
after final payment, unless a longer period of records retention is stipulated under this Contract
or by law. Contractor agrees to allow interviews of any employees or others who might
reasonably have information related to such records. Further, Contractor agrees to include a
similar right to the County to audit records and interview staff of any subcontractor related to
performance of this Contract.
Should the Contractor cease to exist as a legal entity, the Contractor's records pertaining to this
Contract shall be forwarded to the County's Project Manager.
BB. Contingency of Funds: Contractor acknowledges that funding or portions of funding for this
Contract may be contingent upon State or Federal budget approval; receipt of funds from, and/or
obligation of funds by, the State of California or Federal government 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 tenninate upon ten
(10) days written notice or modify this Contract without penalty.
CC. Expenditure Limit: The Contractor 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 to the scope of services to cover those costs has been issued. Board of Supervisor
approval may be required.
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Additional T plrrs and Conditions:
1. Scope of Contract: This Contract specifies the contractual terms and conditions by which the
County will procure Regional Workforce Consulting Services from Contractor as further detailed
in the Scope of Services, identified and incorporated herein by this reference as "Attachment A."
2. Term of Contract: This Contract shall commence upon execution and continue through
September 30, 2022, unless otherwise terminated by the County.
3. Headings: The various headings and numbers herein, the grouping of provisions of this Contract
into separate clauses and paragraphs, and the organization hereof are for the purpose of
convenience only and shall not limit or otherwise affect the meaning hereof.
4. Maximum Obligation: The total Maximum Obligation of County to the Contractor forthe cost of
services provided in accordance with this Contract is $20,000, with individual Maximum
Obligation budgets for each Fiscal Year as further detailed in the Budget Schedule, identified and
incorporated herein by this reference as Attachment C.
5. Amendments — Changes/Fxtra Work: The Contractor shall make no changes to this Contract
without the County's written consent, In the event that there are new or unforeseen requirements,
the County has the discretion with the Contractor'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
Contractor's ability to deliver services, or the project schedule, the Contractor will give County
written notice no later than ten (10) days from the date the law or regulation went into effect or
the date the change was proposed and Contractor was notified of the change. Such changes shall
be agreed to in writing and incorporated into a Contract amendment. Said amendment shall be
issued by the 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 Contractor from proceeding with the work as originally set forth or as previously
amended in this Contract.
6. Breach of Contract: The failure of the Contractor to comply with any of the provisions,
covenants or conditions of this Contract shall be a material breach of this Contract. In such event
the County may, and in addition to any other remedies available at law, in equity, or otherwise
specified in this Contract:
a) Terminate the Contract immediately, pursuant to Paragraph K herein;
b) Afford the Contractor written notice of the breach and ten (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 Contractor for and during the period in which the Contractor
is in breach; and
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d) . Offset against any monies billed by the Contractor but yet unpaid by the County those
monies disallowed pursuant to the above.
7. Conditions Affecting Work: The Contractor shall be responsible for taking all steps reasonably
necessary, to ascertain the nature and location of the work to be performed under this Contract;
and to know the general conditions which can affect the work or the cost thereof. Any failure by
the Contractor to do so will not relieve Contractor from responsibility for successfully performing
the work without additional cost to the County. The County assumes no responsibility for any
understanding or representations concerning the nature, location(s) or general conditions made by
any of its officers or agents prior to the execution of this Contract, unless such understanding or
representations by the County are expressly stated in the Contract.
8. Civil Rights: Contractor attests that services provided shall be in accordance with Section 188 of
the Workforce Innovation and Opportunity Act (WIOA), which prohibits discrimination against
all individuals in the United States on the basis of either citizenship status or participation in any
WIOA Title I— financially assisted program or activity; the provisions of Title VI and Title VII 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 age; Title IX of the
Education Amendments of 1972, as amended, which prohibits discrimination on the basis of sex
in educational programs; Title II of the Americans with Disabilities Act of 1990, and other
applicable State and Federal laws and regulations prohibiting discrimination on the basis of race,
color, national origin, ethnic group identification, age, religion, marital status, sex or disability.
The Contractor also assures that, as a Contractor of WIOA Title I financial assistance, it will
comply with 29 CFR part 38 and all other regulations implementing the laws listed above. This
assurance applies to the Contractor's operation of the WIOA Title 1-financially assistedpxogram or
activity, and to all agreements the Contractor makes to carry out the WIOA Title I-f"mancially
assisted program or activity. The Contractor understands that the United States has the right to
seek judicial enforcement of this assurance.
9. Conflict of Interest— Contractor's Personnel: The Contractor shall exercise reasonable care and
diligence to prevent any actions or conditions that could result in a conflict with the best interests
of the County. This obligation shall apply to the Contractor; the Contractor's employees, agents,
and subcontractors associated with accomplishing work and services hereunder. The Contractor's
efforts shall include, but not be limited to establishingprecautions 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.
The Contractor shall not use moneys provided under this Contract to pay or reimburse any staff
person of Contractor or any consultant to Contractor, if such staffperson or consultant is a member
of the Board of Directors, or other official governing body, of Contractor. Contractor shall fin they
be subject to the full texts of all local, State and federal conflict of interest statutes applicable to
this Contract.
10. 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
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Contractor shall not, during the period of this Contract, employ any County employee for any
purpose.
11. Service Contract— Follow -On Work: No person, firm, subsidiary or subcontractor of a firmthat
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.
12. County's Project Manager: The County shall appoint a Project Manager to act as liaison
between the County and the Contractor during the term of this Contract. The County's Project
Manager shall coordinate the activities of the County staff assigned to work with the Contractor.
13. Contractor Bankruptcy/Insolvency: If the Contractor should be adjudged bankrupt or should
have a general assignment for the benefit of its creditors or if a receiver should be appointed on
account of the Contractor's insolvency, the County may terminate this Contract.
14. Contractor's Project Manager and Key Personnel: Contractor shall appoint a Project Manager
to direct the Contractor's efforts in fulfilling Contractor's obligations under this Contract. This
Contractor's 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 withhold.
The Contractor'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.
15. Contractor's Personnel -- Reference Checks: The Contractor warrants that all persons
employed to provide service under this Contract have satisfactory past work records indicating
their ability to adequately perform the work under this Contract. Contractor's employees assigned
to this project must meet character standards as demonstrated by background investigation and
reference checks, coordinated by the agency/department issuing this Contract.
16. Data — Title To: All materials, documents, data or information obtained from the County data
files or any County medium furnished to the Contractor in the performance of this Contract will at
all times remain the property of the County. Such data or information may not be used or copied
for direct or indirect use by the Contractor after completion or termination of this Contract without
the express written consent of the County. All materials, documents, data or information,
including copies, must be returned to the County at the end of this Contract.
17. Licenses: At its own expense, Contractor and its subcontractors, if any, shall, at all time during
the term of this Contract, maintain in full force and effect such licenses or permits as may be
required by the State of California or any other government entity. Contractor and his/her/its
subcontractors, if any, shall strictly adhere to, and obey, all governmental rules and regulations
now in effect or as subsequently enacted or modified, as promulgated by any local, State, or
Federal governmental entity.
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18. Disputes — Contract:
A. The Parties shall deal in good faith and attempt to resolve potential disputes informally, If
the dispute concerning a question of fact arising under the terms of this Contract is not
disposed of in a reasonable period of time by the Contractor's Project Manager and the
County's Project Manager, such matter shall be brought to the attention of the Contract
Administrator by way of the following process:
The Contractor 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 Contractor's written demand shall be fully supported by factual information,
and, if such demand involves a cost adjustment to the Contract, the Contractor shall
include with the demand a written statement signed by a senior official indicating
that the demand is made in good faith, that the supporting data are accurate and
complete, and that the amount requested accurately reflects the Contract adjustment
for which the Contractor believes the County is liable.
113, Pending the final resolution of any dispute arising under, related to, or involving this
Contract, the Contractor agrees to diligently proceed with the performance of this
Contract, including the delivery of goods and/or provision of services. The Contractor's
failure to diligently proceed shall be considered a material breach of this Contract.
C. Contractor will provide the County the opportunity to cure an alleged material breach. If
Parties are unable to successfully resolve the alleged material breach, the Contractor will
provide the County 180 days to transition contracted services with the intent to terminate
the contract.
Any final decision of the County shall be expressly identified as such, shall be in writing, and
shall be signed by the Administrator. If the County fails to render a decision within 90 days after
receipt of the Contractor's demand, it shall be deemed a final decision adverse to the Contractor's
contentions. Nothing in this section shall be construed as affecting the County's right to terminate
the Contract for cause or termination for convenience as stated in Paragraph K herein.
19, EDD Independent Contractor 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 E.2 as "an individual who is not an employee of the service recipient for
California purposes and who received compensation or executes a contract for services performed
for that service recipient within or without the State." The term is further defined by the California
Employment Development Department to refer specifically to independent Contractors. An
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independent Contractor is defined as "an individual who is not an employee of the ... government
entity for California purposes and who receives compensation or executes acontract 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 CaliforniaEmployment
Development Department web site located at http://www.edd.ca.gov[Employer Services.htm.
20. Emergency/Declared Disaster Requirements: In the event of an emergency or if Orange
County is declared a disaster area by the County, State or Federal government, this Contract may
be subjected to unusual usage. The Contractor shall service the County during such an emergency
or declared disaster under the same terms and conditions that apply during non-
emergency/disaster conditions. The pricing quoted by the Contractor shall apply to serving the
County's needs regardless of the circumstances. If the Contractor is unable to supply the
goods/services under the terms of the Contract, then the Contractor shall provide proof of such
disruption and a copy of the invoice for the goods/services from the Contractor's supplier(s).
Additional mark-up and/or costs increases as a result of supplying goods/services during an
emergency or a declared disaster shall not be permitted beyond Contractors actual costs, which
shall be reasonably mitigated. In the event of an emergency or declared disaster, emergency
purchase order numbers will be assigned. All applicable invoices from the Contractor shall show
both the emergency purchase order number and the Contract number.
21. Errors and Omissions: All reports, files and other documents prepared and submitted by
Contractor shall be complete and shall be carefully checked by the professional(s) identified by
the Contractor as the Project Manager and/or key personnel attached hereto, prior to submission to
the County. Contractor agrees that County review is discretionary and Contractor shall not assume
that the County will discover errors and/or omissions. If the County discovers any errors or
omissions prior to approving Contractor's reports, files and other written documents, the reports,
files or documents will be returned to Contractor for correction. Should the County or others
discover errors or omissions in the reports, files or other written documents submitted by the
Contractor after County approval thereof, County approval of Contractor's reports, files or
documents shall not be used as a defense by Contractor in any action between the County and
Contractor, and the reports, files or documents will be returned to Contractor for correction.
22. Non -Supplantation of Funds: Contractor shall not supplant any Federal, State, or County funds
intended for the purposes of this Contract with any funds made available under this Contract.
Contractor shall not claim reimbursement from County for, or apply sums received from County
with respect to, that portion of its obligations which have been paid by another source of revenue.
Contractor agrees that it shall not use funds received pursuant to this Contract, either directly or
indirectly, as a contribution or compensation for the purposes of obtaining Federal, State, or
County funds under any Federal, State, or County program without prior written approval from the
County.
23. 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.
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24. Access and Records:
A. Access. County, the State of California and the United States Government and/or their
representatives, shall have access, for purposes of monitoring, auditing, and examining, to
Contractor's activities, books, documents and papers (including computer records and emails)
and to records of Contractor's subcontractors, consultants, contracted employees,
bookkeepers, accountants, employees and participants related to this Contract. Contractor
shall insert this condition in each Contract between Contractor and a subcontractor that is
approved pursuant to this Contract and shall require the subcontractor to agree to this
condition. Such departments or representatives shall have the right to make excerpts,
transcripts and photocopies of such records and to schedule on site monitoring at their
discretion. Monitoring activities also may include, but are not limited to, questioning
employees and participants and entering any premises or onto any site in which any of the
services or activities funded hereunder are conducted or in which any of the records of
Contractor are kept. Contractor shall make available its books, documents, papers, financial
records, etc., within three (3) days after receipt of written demand by Administrator which
shall be deemed received upon date of sending, lathe event Contractor does notmake the above
referenced documents available within the County of Orange, California, Contractor agrees to
pay all necessary and reasonable expenses incurred by County, or County's designee, in
conducting any audit at the location where said records and books of account are maintained.
B. Records Retention. All accounting records and evidence pertaining to all costs of Contractor
and all documents related to this Contract shall be kept available at Contractor's office or
place of business for the duration of this Contract and thereafter 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. Liabili . Contractor shall pay to County the frill 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 Contractor's failure to perform
under this Contract,
25, 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.
26. Reports/Meetings: The Contractor shall develop reports and any other relevant documents
necessary to complete the services and requirements as set forth in Attachment A.. The County's
Project Manager and the Contractor's Project Manager will meet on reasonable notice to discuss
the Contractor's performance and progress under this contract. If requested, the Contractor's
Project Manager and other project personnel shall attend all meetings. The Contractor shall
provide such information that is requested by the County for the purpose of monitoring progress
under this contract.
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27. Subcontracting: No performance of this Contract or any portion thereof may be subcontracted
by the Contractor without advance written consent of the County. Any attempt by the Contractor
to subcontract any performance ofthis Contract without the advance written consent of the County
shall be invalid and shall constitute a breach of this Contract.
In the event that the Contractor is authorized by the County to subcontract, this Contract shall take
precedence over the terms of the Contract between Contractor and subcontractor and shall
incorporate by reference the terms of this Contract. The Contractor shall select a subcontractor in
accordance to Federal and/or State procurement standards. The County shall look to the
Contractor for performance and indemnification and not deal directly with any subcontractor. All
work performed by a subcontractor must meet the approval of the County of Orange.
28. Equal Employment Opportunity: The Contractor shall comply with U.S. Executive Order
11246 entitled, "Equal Employment Opportunity" as amended by Executive Order 11375 and as
supplemented in Department of Labor regulations (41 CFR, Part 60) and applicable State of
California regulations as may now exist or be amended in the future. The Contractor shall not
discriminate against any employee or applicant for employment on the basis of race, color,
national origin, ancestry, religion, sex, marital status, political affiliation or physical or mental
condition.
Regarding persons with disabilities persons, the Contractor will not discriminate against any
employee or applicant for employment because of physical or mental disability in regard to any
position for which the employee or applicant for employment is qualified. The Contractor agrees
to provide equal opportunity to disabled persons in employment or in advancement in employment
or otherwise treat qualified disabled individuals without discrimination based upon their physical
or mental disabilities in all employment practices such as the following: employment, upgrading,
promotions, transfers, recruitments, advertising, layoffs, terminations, rate of pay or other forms
of compensation, and selection for training, including apprenticeship. The Contractor agrees to
comply with the provisions of Sections 503 and 504 of the Rehabilitation Act of 1973, as
amended, pertaining to prohibition of discrimination against qualified disabled persons in all
programs and/or activities as detailed in regulations signed by the Secretary of the Department of
Health and Human Services effective June 3, 1977, and found in the Federal Register, Volume
42, No. 68 dated May 4, 1977, as may now exist or be amended in the future.
Regarding persons with disabilities, Contractor agrees to comply with applicable provisions of
Title 1 of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended
in the future.
29. Gratuities: The Contractor warrants that no gratuities, in the forth of entertainment, gifts or
otherwise, were offered or given by the Contractor or any agent or representative of the Contractor
to any officer or employee of the County with a view toward securing the Contract or securing
favorable 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 Contractor agreed to supply shall be borne
and paid for by the Contractor. The rights and remedies of the County provided
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in the clause shall not be exclusive and are in addition to any other rights and remedies provided
by law or under the Contract.
30. News/Information Release: The Contractor agrees that It will not issue any news releases in
connection with either the award of this Contract or any subsequent amendment of or effort under
this Contract without first obtaining review and written approval of said news releases from the
County through the County's Project Manager,
31, Notices: Any and all notices, request 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.
Contractor: City of Santa Ana
Santa Ana Workforce Investment Board
20 Civic Center Plaza
Santa Ana, CA 92701-4058
Kristine Ridge, City Manager
714.647.5200
Email: kridge@santa-ana.org
County: OC Community Services
Community Investment Division
1300 S, Grand Ave. Bldg. B, 1 at Floor
Santa Ana, CA 92705-4407
County's Project Manager
714.480.6485
Erin.Ulibarri@occr.ocgov.com
Assigned DPA: OC Community Resources
Contract Development and Management
601 N. Ross St., 6th Floor
Santa Ana, CA 92701
Contract Administrator
714.480,2833
Jennifer.martinez@occr.ocgov,com
32. Ownership of Documents: The County has permanent ownership of all directly connected and
derivative materials produced under this Contract by the Contractor. All documents, reports and
other incidental or derivative work or materials furnished hereunder shall become and remains
the sole property of the County and may be used by the County as it may require without additional
cost to the County. None of the documents, reports and other incidental or derivative
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work or furnished materials shall be used by the Contractor without the express written consent
of the coLmty.
33. 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,
34. Termination — Orderly: After receipt of a termination notice from the County of Orange, the
Contractor 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
Contractor. Upon termination County agrees to pay the Contractor for all services performed prior
to termination which meet the requirements of the Contract, provided, however, that such
compensation 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
hold by each for purposes of performance of the Contract.
35. Default — Re -Procurement Costs: In case of Contract breach by Contractor, resulting in
termination by the County, the County may procure the goods and/or Services from other sources.
If the cost for those goods and/or services is higher than under the forms of the existing Contract,
Contractor will be responsible for paying the County the difference between the Contract cost and
the price paid, and the County may deduct this cost from any unpaid balance due to the Contractor.
The price paid by the County shall be the prevailing market price at the time such purchase is
made. This is in addition to any other remedies available under this Contract and under law.
36. 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. Contractor may develop and publish information related to this Contract where all of the
following conditions are satisfied:
1, Contractor's Project Manager must provide its written approval of the content and
publication of the information at least 5 days prior to Contractor publishing the
information, unless a different tirneframe for approval is agreed upon by the Project
Manager;
2, Unless directed otherwise by the County's Project Manager, the information will
include a statement that the program, wholly or in part, is funded through County,
State and Federal government funds from the WIOA Program;
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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 Contractor, unless approved in writing by
the Contractor's Project Manager; and,
4. If Contractor uses social media (such as Facebook, Twitter, YouTube or other
publicly available social media sites) to publish information related to this Contract,
Contractor shall develop social media policies and procedures and have them
available to the County's Project Manager. Contractor shall comply with County
Social Media Use Policy and Procedures as they pertain to any social media
developed in support of the services described within this Contract. The policy is
available on the Internet at http://www.ocgov.com/gov/ceo/cio/gov-oolicies.
THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK
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Proicrram Specific Terms and tim
37. Debarment: Contractor 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 29 C.F.R. Part 98.
38. Lobbying Certification:
A. Contractor 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.
Contractor shall complete and immediately forward to the County's Project Manager the
"Disclosure Form to Report Lobbying," a copy of which is attached hereto as Exhibit 4
and incorporated herein by this reference, if Contractor, or any person, firm or corporation
acting on Contractor's behalf, engaged or engages in lobbying any federal office,
employee, elected official or agency with respect to this Contract or funds to be received
by Contractor pursuant to this Contract.
B. Contractor agrees that the funds provided herein shall not be used to promote, directly or
indirectly, any political party, political candidate or political activity, except as permitted
by law.
C. Contractor shall be in compliance with the Byrd Anti -Lobbying Amendment (31 U.S.C.
1352 and 29 CFR Part 93).
39. Fraud: Contractor shall immediately report to the County's Project Manager, in writing, all
suspected, alleged, or known instances and facts concerning possible fraud, abuse or criminal
activity by either Contractor or its Subcontractor(s) under this Contract. Contractor shall inform
staff and the general public of how to report fraud, waste or abuse through appropriate postings
of incident reporting notice. The County's Anti -Fraud Program can be accessed through:
http://ocgov.com/gov/risk/programs/antifraud.
Contractor shall maintain records, documents, or other evidence of fraud and abuse until
otherwise notified by County.
40. Fiscal Appropriations: This Contract is subject to and contingent upon available local, state,
and/or federal funds and applicable budgetary appropriations being approved by the County of
Orange Board of Supervisors for each fiscal year during the term of this Contract. If such
appropriations are not approved, the Contract will be terminated, without penalty to the County.
41. Fiscal Accountability:
A. Contractor shall establish and maintain a sound financial management system, based upon
generally accepted accounting principles. Contractor's system shall provide fiscal control
and accounting procedures that will include the following:
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;
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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.
B. Contractor's Records, Contractor'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 earned, and any costs incurred (such as stand-
in costs) that are otherwise allowable except for funding limitation, and
4, Permit tracking and reporting of leveraging as required by SB734 (Section 14211
Unemployment Insurance Code § 1.4211 relating to workforce development.)
C. Costs Charged, Cost shall be charged to this Contract only in accordance with.the
following:
a. The WIOA;
b. 20 CPR NPRM Part 683;
c. State implementing legislation; and
d. Requirements of Other Funding Sources.
42. Indirect Costs; The County of Orange reserves the right to cap' administrativo cost at 10%
43. Dissolution of Entity: Contractor shall notify County immediately of any intention to discontinue
its existence or bring an action for dissolution.
44. Performance Standards: Contractor shall comply with and adhere to the performance
accountability standards and general program requirements described in Sections 116
(Performance Accountability System) and 194 (General Program Requirements) of WIOA and
applicable regulations contained in Attachment E, Performance Standards. Should the
Performance Requirements defined in the Contract between the State of California and the County
of Orange be changed, County shall have the right to unilaterally modify this Contract to meet
such requirements.
45. Payments: Contractor agrees that any and all funds received under this Contract annually for each
respective fiscal year shall be disbursed on or before September 30, 2022 and that any and all
funds remaining as of September 30, 2022, which have not been disbursed shall be returned by
Contractor to County within thirty (30) days of the expiration or earlier termination of the Contract
in accordance with Paragraph IC of this Contract. No expense of Contractor will be reimbursed by
County if incurred after September 30, 2022.
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Upon the effective date of this Contract, County shall make payment to Contractor in accordance
with the following payment schedule:
A. Monthly Payments: Upon receipt and approval by OC Community Resources -- OC
Community Services of Contractor's invoice showing prior month(s) actual expenditures,
County shall make monthly reimbursement payments based on Contractor's invoice so
long as the total payments under this Contract do not exceed the Contract Maximum
Obligation,
B. County Discretion: At the sole discretion of County, payments to Contractor maybe made
more frequently than monthly, but such payments shall always be in arrears and not in
advance of the provision of services by Contractor.
C. Invoices: Contractor shall provide monthly invoices by the 20th day following the month
being reported. If the 20th falls on a weekend or holiday, the invoice/data report is due the
next business day, Contractor has a 30- day grace period after the 20th of the month to
submit the invoice, with the following exceptions: (1) the final close-out invoice must be
submitted by the 15th of the month following the month being reported and (2) the
invoices for May and June business must be submitted by the 15th of June and 15th of
July, respectively. Invoices shall show the most up to date costs chargeable to the
programs) referenced in this Contract and in accordance with the OC Community
Resources Contract Reimbursement Policy for documenting Contractor 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 Contractor, until such
documentation has been received and approved by the County. All costs included on
invoices must be eligible for reimbursement and allowable costs under WIOA and all
applicable laws, regulations, and requirements set forth in Paragraph 65 (Compliance with
Law — Contract) of this Contract.
If Contractor expenditures for any program referenced in this Contract fall below 20% ofplanned
expenditures for any cumulative period commencing from the beginning of the term of this
Contract, Contractor 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. Refer to Attachment B,
Payment/Compensation for additional information.
46, Budget Schedule: Contractor agrees that the expenditures of any and all funds under this Contract
will be in accordance with the Budget Schedule, a copy of which is attached hereto as Attachment
C, and which by this reference is incorporated herein and made apart hereof as if fully set forth.
Contractor shall ensure all costs incurred under the Contract, and its performance hereunder, shall
comply with WIOA and all applicable laws, regulations, and requirements set forth in Paragraph
65 (Compliance with Law — Contract) of this Contract.
47. Modification of Budget Schedule: Upon written approval from the Administrator, the Contract
Administrator shall have the authority to transfer allocated program fiords from one category of
the overall program Budget Schedule to any other category of the overall Budget Schedule
pursuant to a written request submitted by Contractor. No such transfer may be made without the
express prior written approval of County. Contractors will be limited to three (3) adjustments
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per year. Each modification shall be submitted to the County's Project Manager using the Budget
Modification forms provided by the Contract Administrator, no later than tan (10) days after the
end of the first three quarters of fiscal year 2021/2022 8c 2022/2023 as necessary. The County has
the right but not the obligation to make changes to the Budget Schedule at any time. County
initiated adjustments will not count towards the three allowed modifications each year.
48. Annual Audit: Contractor shall arrange for an independent audit to be performed by a Certified
Public Accountant, for funds received from County.
49. Non -Discrimination and Compliance Provisions:
A. State laws.
i. Contractor shall, unless exempted, ensure compliance with the requirements of Cal.
Gov. Code § 11135 et seq., and 2 CCR § 11140 et seq., which prohibit recipients of
state financial assistance from discriminating against persons based on race, national
origin, ethnic group identification, religion, age, sex, sexual orientation, color, or
disability.
ii. Contractor's signature affixed hereon shall constitute a certification, under penalty of
perjury under the laws of the State of California, that Contractor has, unless exempted,
complied with the nondiscrimination program requirements of Government Code
Section 12900 (a-f) and Title 2, California Code of Regulations, Section 8103,
iii, Contractor shall include the nondiscrimination and compliance provisions of this
Paragraph 49 "A" in all sub -contracts to perform work under this Contract.
B. Title VI of Civil Rights Act, Contractor hereby agrees that it will comply with Title VI of
the Civil Rights Act of 1964 [42 USC 2000d; 45 CFR 80](P.L. 88-352) and all
requirements imposed by or pursuant to the Regulation of the Department of Health and
Human Services (45 CFR Part 80) issued pursuant to that title, to the end that, in
accordance with Title VI of the Act and the Regulation, no person in the United States
shall, on the ground of race, color, or national origin, be excluded from participation in,
be denied the benefits of, or be otherwise subjected to discrimination under any program
or activity for which funds are made available under this Contract. Contractor hereby gives
assurance that it will immediately take any measures necessary to effectuate this Contract.
C. Title VII of Civil Rights Act. Contractor shall comply with Title VII of the Civil Rights
Act of 1964 (42 U.S.C. 2000), as amended by the Equal Opportunity Act of March 24,
1972 (Public Law No. 92-261), and with all applicable rules, regulations and orders
promulgated pursuant thereto, as now in existence or as hereafter amended,
D. Disability discrimination. Contractor shall comply with Sections 503 and 504 of the
Rehabilitation Act of 1973, as amended (29 U.S.C. 794), the Americans with Disabilities
Act of 1990 (42 U.S.C. 12101 et seq.), and all requirements imposed by the applicable
regulations and guidelines issued pursuant to those statutes, including 45 CFR, Part 84.
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E. Addition and future laws. Other current and future federal and state laws prohibiting
discrimination on the basis of sex, race, color, religion, ancestry, national origin, ethnic
group identification, age, mental disability, physical disability, medical condition, generic
information, marital status, or sexual orientation.
F. Failure to comply. If Contractor fails to comply with the requirements of any Sub -
Paragraphs of this Paragraph 49 Administrator may withhold payment to Contractor
and/or terminate this Contract in accordance with Paragraph K.
50. Publication: No copies of sketches, schedules, written documents, computer based data,
photographs, maps or graphs, including graphic art work, resulting from performance or prepared
in connection with this Contract, are to be released by Contractor and/or anyone acting under the
supervision of Contractor to any person, partnership, company, corporation, or 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, or other media of any kind, are to be administered only by the County
unless otherwise agreed to by both Parties. Nothing herein shall limit Contractor's ability to
comply with the CPRA, etc., in compliance with the requirements set forth in Paragraph S.
51. Drug Free Workplace: Contractor shall execute and abide by the Drug Free Workplace
Certification attached hereto as Exhibit 1 and incorporated herein by this reference.
52. 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.poy.
The D-U-N-S Number must be provided to County at the County's request and prior to the
execution of this Contract. Contractor 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 Contractor'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 Contractor's data entry for its D-U-N-S number, the Contractor
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.
53. Modification of Program Components and Service Levels: The Parties hereto agree that those
program components and service levels detailed in Attachments A, B, C, D, E, and/or F may be
modified upon mutual written agreement of the Administrator and Contractor so long as the total
payments under this Contract are not increased and the basic goals and objectives of the program
are not altered. Should the Federal Government and/or the State of California modify any program
component and/or service level detailed in Attachments A, B, C, D, E, and/or F then the County
shall have the right to unilaterally modify this Contract to meet such requirements.
A. County may at any time, unilaterally, by written notification to Contractor, make
changes within the general scope of this Contract, including, in the definition of services
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and tasks to be performed, the manner in which services are performed, the time and place
of performance thereof and additional related provisions. Changes may be made when
necessitated by changes in the Regional Workforce Services - Professional Consulting
operations or performance, the operations or performance of Contractor, or changes in
applicable statutes, regulations or State of California or Federal mandates or directives, or
for other reasons. The Contractor shall review the County's written notification, resolve
any questions regarding the change, and indicate its understanding of the additional
expectation within three (3) business days after receipt of notification, Contractor shall
perform all such changes promptly but in no event later than tan (10) business days after
receiving County's notification unless otherwise directed by the County. Such changes
will be memorialized into the Contract through a Contract amendment, as soon as
practicable, but shall be effective upon the County's issuance of the notification.
B. Contractor and County shall make a good faith effort to reach agreement with respect to
changes to the scope, which affect the price of services under the Contract. Contractor's
protest or failure to agree to the amount of any adjustment to be made as a result of the
anticipated amendment 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 amendment of this Contract indicating the new
services and price of this Contract if applicable. Until the Parties reach agreement,
Contractor shall not be obligated to assume increased performance under the anticipated
amendment beyond the limitation of funds established within this Contract.
C. Contractor may request changes in the scope of performance or services under this
Contract, by submitting a written request to the County's Project Manager describing the
request and its impact on the Scope of Services and Budget Schedule. The County's
Project Manager will review the request and respond in writing within ten (10) business
days. The County's Project Manager's decision whether to approve the request orrequest
Board of Supervisors' approval shall be final. The Contract Administrator may approve a
request that meets all of the following criteria:
i. It does not materially change the terms of this Contract, and
I It is supported by adequate consideration to County.
Board of Supervisors' action is necessary to approve a request from Contractor that does
not satisfy all of the criteria listed above.
54. Intellectual Property:
A. Federal Funding:
In any Contract funded in whole or in part by the Federal government, County may acquire
and maintain the Intellectual Property rights, title, and ownership, which result directly or
indirectly from the Contract, except as provided in 37 Code of Federal Regulations Part
401.14, Contractor agrees to grant the County, Federal and State govermnents 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.
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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 Contractor or County and which result directly or indirectly
from this Contract.
ii. For the purposes of this Contract, Intellectual Property means recognized
protectable rights and interest such as: patents, (whether or not issued) copyrights,
trademarks, service marks, applications for any of the foregoing, inventions, trade
secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right
of publicity, author's rights, contract and licensing rights, works, mask works,
industrial design rights, rights ofpriority, lmow 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.
iri. In the performance of this Contract, Contractor may exercise and utilize certain of
its Intellectual Property in existence prior to the effective date of this Contract. In
addition, under this Contract, Contractor may access and utilize certain of County's
Intellectual Property in existence prior to the effective date of this Contract. Except
as otherwise set forth herein, Contractor shall not use any of County's Intellectual
Property now existing or hereafter existing for any purposes without the prior
written permission of County. Except as otherwise set forth herein, neither the
Contractor nor County shall give any ownership interest in or rights to its
Intellectual Property to the other Party. If, during the term of this Contract,
Contractor' accesses any third -party IntellectualProperty that is licensed to County,
Contractor agrees to abide by all license and confidentiality restrictions applicable
to County in the third-party's license Contract,
iv. Contractor agrees to cooperate with County in establishing or maintaining
County's exclusive rights in the Intellectual Property, and in assuring County's
sole rights against third parties with respect to the intellectual Property. If the
Contractor enters into any Contracts or subcontracts with other parties in order to
perform this Contract, Contractor shall require the terms of the Contract(s) to
include all Intellectual Property provisions of Paragraphs Fifty -Four (54)(A)
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through Fifty- Four (54)(I). Such terms must include, but are not limited to, the
subcontractor assigning and agreeing to assign to County all rights, title and
interest in Intellectual Property made, conceived, derived from, or reduced to
practice by the subcontractor, Contractor or County and which result directly or
indirectly from this Contract or any subcontract,
V. Pursuant to Paragraph Fifty -Four (54)(B)(iv) of the Intellectual Property
Provisions of this Contract, the requirement for the Contractor to include all
Intellectual Property Provisions of Paragraphs Fifty -Four (54)(A) through Fifty -
Four (54)(I) of the Intellectual Property Provisions in all contracts and subcontracts
it enters into with other parties does not apply to contracts or subcontracts that are
for customized and on -the- ob training as authorized under 20 CFR WIOA NPRM
680.700-850.
vl. Contractor further agrees to assist and cooperate with County in all reasonable
respects, and execute all documents and, subject to reasonable availability, give
testimony and take all further acts reasonably necessary to acquire, transfer,
maintain, and enforce County's Intellectual Property rights and interests.
C. Retained Rights/License Rights:
i. Except for Intellectual Property made, conceived, derived from, or reduced to
practice by Contractor or County and which result directly or indirectly from this
Contract, Contractor shall retain title to all of its Intellectual Property to the extent
such Intellectual Property is in existence prior to the effective date of this Contract.
Contractor hereby grants to County, without additional compensation, a
permanent, non-exclusive, royalty free, paid -up, worldwide, irrevocable,
perpetual, non -terminable license to use, reproduce, manufacture, sell, offer to sell,
import, export, modify, publicly and privately display/perform, distribute, and
dispose of Contractor's Intellectual Property with the right to sublicense through
multiple layers, for any purpose whatsoever, to the extent it is incorporated in the
Intellectual Property resulting from this Contract, unless Contractor assigns all
rights, title and interest in the Intellectual Property as set forth herein.
n. Nothing in this provision shall restrict, limit, or otherwise prevent Contractor from
using any ideas, concepts, know-how, methodology or techniques related to its
performance under this Contract, provided that Contractor's use does not infringe
the patent, copyright, trademark rights, license or other Intellectual Property rights
of County or third party, or result in a breach or default of any provisions of
Paragraphs Fifty -Four (54)(A) through Fifty -Four (54)(I) or result in a breach of
any provisions of law relating to confidentiality.
D. Copyright:
i. Contractor agrees that for purposes of copyright law, all works (as defined in
Ownership, Paragraph Fifty -Four (54)(B)(ii) of authorship made by or on behalf
of Contractor in connection with Contractor's performance of this Contract shall
be deemed "works made for hire," Contractor further agrees that the work of each
person utilized by Contractor in connection with the performance of this Contract
will be a "work made for hire," whether that person is an employee of Contractor
or that person has entered into a contract with Contractor to perform the work.
Contractor shall enter into a written Contract with any such person that
(i) all work performed for Contractor shall be deemed a "work made for hire" under
the Copyright Act and (ii) that person shall assign all right, title, and interest
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to County to any work product made, conceived, derived from or reduced to
practice by Contractor or County and which result directly or indirectly from this
Contract.
it, All materials, including, but not limited to, computer software, visual works or
text, reproduced or distributed pursuant to this Contract that include Intellectual
Property made, conceived, derived from, or reduced to practice by Contractor or
County and which result directly or indirectly from this Contract may not be
reproduced or disseminated without prior written permission from County.
E. Patent Rights:
With respect to inventions made by Contractor in the performance of this Contract, which
did not result from research and development specifically included in the Contract's Scope
of Services, Contractor hereby grants to County a license as described under Paragraph
Fifty -Four (54)(C) for devices or material incorporating, or made through the use of such
inventions. If such inventions result from research and development work specifically
included within the Contract's Scope of Services, then Contractor agrees to assign to
County, without additional compensation, all its right, title and interest in and to such
inventions and to assist County in securing United States and foreign patents with respect
thereto.
F. Third Party Intellectual Property:
Except as provided herein, Contractor agrees that its performance of this Contract shall
not be dependent upon or include any Intellectual Property of Contractor or third party
without first: (i) obtaining County's prior written approval; and (ii) granting to or obtaining
for County's, without additional compensation, a license, as described in Paragraph Fifty -
Four (54)(C), for any of Contractor's or third-party's Intellectual Property in existence
prior to the effective date of this Contract, If such a license upon these terms is
unattainable, and County determines that the Intellectual Property should be included in
or is required for Contractor's performance of this Contract, Contractor shall obtain a
license under terms acceptable to County.
G. Warranties:
i. Contractor represents and warrants that:
a Contractor has secured and will secure all rights and licenses necessary for
its performance of this Contract.
h Neither Contractor's performance of this Contract, nor the exercise by
either Party of the rights granted in this Contract, nor any use, reproduction,
manufacture, sale, offer to sell, import, export, modification, public and
private display/performance, distribution, and disposition of the
Intellectual Property made, conceived, derived from, or reduced to practice
by Contractor or County and which result directly or indirectly frornthis
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 Contractor.
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a Neither Contractor's performance nor any part of its performance will
violate the right of privacy of or constitute a libel or slander against any
person or entity.
d Contractor has secured and will secure all rights and licenses necessary for
Intellectual Property including, but not limited to, consents, waivers or
releases from all authors of music or performances used, and talent (radio,
television and motion picture talent), owners of any interest in and to real
estate, sites locations, property or props that may be used or shown.
a Contractor has not granted and shall not grant to any person or entity any
right that would or might derogate, encumber, or interfere with any of the
rights granted to County in this Contract.
f Contractor has appropriate systems and controls in place to ensure that
State funds will not be used in the performance of this Contract for the
acquisition, operation or maintenance of computer software in violation of
copyright laws.
g Contractor has no knowledge of any outstanding claims, licenses or other
charges, liens or encumbrances of any kind or nature whatsoever that could
affect in any way Contractor's performance of this Contract.
H. COUNTY MAKES NO WARRANTY THAT THE INTELLECTUAL
PROPERTY RESULTING FROM THIS CONTRACT DOES NOT INFRINGE
UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, NOW
EXISTING OR SUBSEQUENTLY ISSUED.
H. Intellectual Property indemnity:
i Contractor shall indemnify, defend and hold harmless County and its licensees and
assignees, and its officers, directors, employees, agents, representatives,
successors, and users of its products, ("Indemnitees") from and against all claims,
actions, damages, losses, liabilities (or actions or proceedings with respect to any
thereof), whether or not rightful, arising from any and all actions or claims by any
third party or expenses related thereto (including, but not limited to, all legal
expenses, court costs, and attorney's fees incurred in investigating, preparing,
serving as a witness in, or defending against, any such claim action, or proceeding,
commenced or threatened) to which any of the Indemnitees may be subject,
whether or not Contractor is a party to any pending or threatened litigation, which
arise out of or are related to:
a The incorrectness or breach of any of the representations, warranties,
covenants or agreements of Contractor pertaining to Intellectual Property;
or,
b, Any Intellectual Property infringement, or any other type of actual or
alleged infringement claim, arising out of County'suse, reproduction,
manufacture, sale, offer to sell, distribution, import, export, modification,
public and private performance/display, license, and disposition of the
Intellectual Property made, conceived, derived from, or reduced to practice
by Contractor or Comity and which result directly or indirectly fromthis
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
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right to participate in and/or control, at Contractor's expense, any such
infringement action brought against County.
a. Should any Intellectual Property licensed by the Contractor to County under this
Contract become the subject of an Intellectual Property infringement claim
Contractor will exercise its authority reasonably and in good faith to preserve
County's right to use the licensed Intellectual Property in accordance with this
Contract at no expense to County, County shall have the right to monitor and
appear through its own counsel (at Contractor's expense) in any such claim or
action. In the defense or settlement of the claim, Contractor may obtain the right
for County to continue using the licensed intellectual Property or, replace or
modify the licensed Intellectual Property, so that the replaced or modified
Intellectual Property becomes non -infringing provided that such replacement or
modification is functionally equivalent to the original licensed Intellectual
Property. If such remedies are not reasonably available, County may be entitled to
a refund of all monies paid under this Contract, without restriction or limitation of
any other rights and remedies available at law or in equity.
iii. Contractor agrees that damages alone would be inadequate to compensate County
for breach of any term of these Intellectual Property provisions of Paragraphs
Fifty -Four (54)(A) through Fifty -Four (54)(1) by Contractor. Contractor
aelmowledges 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.
55. Complaint Resolution Process and Grievance Procedures for Participants: Contractor shall
comply with grievance procedures, as defined by the program's funding stream. Contractor shall
advise participants of their right to file complaints and of the procedures for resolution of
complaints. Contractor 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 Contractor.
Contractor shall post the entire Notice of the Grievance Procedure Process in a location that is
commonly visible for program participants on its website and at its service location(s),
56. Sectarian Activities: Contractor certifies that this Contract does not aid or advance any religious
sect, church or creed for a purpose that is sectarian in nature; nor does if help to support or sustain
any school, college, university, hospital or other institution controlled by any religious creed,
church, or sectarian denomination.
57. Standards of Conduct:
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A. General Assurance. Every reasonable course of action will be taken by Contractor in order to
maintain the integrity of this expenditure of public funds and to avoid favoritism and
questionable or improper conduct.
This Contract will be administered in an impartial manner, free from efforts to attain personal,
financial or political gain. Contractor, its officers and employees, in administering this
Contract, will avoid situations which give rise to a suggestion that any decision was influenced
by prejudice, bias, special interest or desire for personal gain.
B. Employment of Former State or County Employees. Contractor will ensure that any of its
employees who were formerly employed by the State of California or County, in a position
that could have enabled such individuals to impact policy regarding or implementation of
programs covered by this Contract, will not be assigned to any part or phase of the activities
conducted pursuant to this Contract for a period of not less than two years following the
termination of such employment.
C, Conducting Business Involving Relatives. No relative by blood, adoption or marriage of any
executive or employee of Contractor will receive favorable treatment when considered for
enrollment in programs provided by, or employment with Contractor.
D. Conducting Business Involving Close Personal Friends and Associates. Executives and
employees of Contractor will be particularly aware of the varying degrees of influence that
can be exerted by personal friends and associates and, in administering this Contract, will
exercise due diligence to avoid situations which give rise to an assertion that favorable
treatment is being granted to friends and associates, When it is in the public interest for
Contractor to conduct business with a friend or associate of an executive or employee of
Contractor or an elected official in the area or a staff person or consultant who is a member or
officer of the Board of Directors or other official governing body of Contractor, a permanent
record of the transaction will be retained.
E, Avoidance of Conflict of Economic Interest. No executive or employee of Contractor, elected
official in the area, or any staff person or consultant who is a member or officer of the Board
of Directors or other official governing body of Contractor will solicit or accept money or any
other consideration from a third person, for the performance of an act reimbursed in whole or
part by Contractor or County.
58. Literature/Publicity: Any literature distributed by Contractor for the purpose of apprising
businesses, participants, or the general public of its programs under this Contract shall state that
its program, wholly or in part, is funded through County, State and Federal government funds; are
supported by the County of Orange and the Orange County 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."
59, Pell Grants/HEA Title IV: If Contractor provides any services under this Contract to applicants
for or recipients of Pell Grants or awards pursuant to Title IV of the higher Education Act,
Contractor shall cooperate with County's Project Manager in coordinating these grants and awards
with WIOA funding in accordance with 20 C.R.R. 663.320 and section 134 (d) of the Act.
Contractor shall inform County's Project Manager in writing of the amounts and disposition of
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any Pell Grants, Higher Education Act Title IV awards and other financial aid granted to each
WIOA participant under this Contract.
60. Policies and Procedures: Contractor shall monitor its program for compliance with the
provisions of this Contract. Contractor shall also comply with all applicable parts of County's
WIOA Policies and Procedures for recruitment, intake, assessment and referral, copies of which
are available from County's Project Manager.
61. Sweat -free Code of Conduct: All Contractors contracting for the procurement or laundering of
apparel, garments or corresponding accessories, or the procurement of equipment, materials, or
supplies, other than procurement related to a public works contract, declare under penalty of
perjury that no apparel, garments or corresponding accessories, equipment, or supplies have been
furnished to the Contractor from sources that include sweatshop labor, forced labor, convict labor,
indentured labor under penal sanction, abusive forms of child labor or exploitation of children in
sweatshop labor, The Contractor further declares under penalty of perjury that they adhere to the
Sweat -free Code of Conduct as set forth on the California Department of Industrial Relations
website located at www.dir.ca.gov, and Public Contract Code Section 6108.
The Contractor agrees to cooperate fully in providing reasonable access to the Contractor's
records, documents, agents or employees, or premises if reasonably required by authorized
officials of the State or County, the Department of Industrial Relations, or the Department of
Justice to determine the Contractor's compliance with the requirements under this paragraph.
62. S.W.A.G: The Contractor and its SubcontractorNendors shall comply with Governor's
Executive Order 2-18-2011, which bans expenditures on promotional and marketing items
colloquially known as "S.W.A.G." or "Stiff We All Get"
63. Corporate Status: All corporate Contractors shall be registered with the California Secretary of
State and shall be in good standing, without suspension by the California Secretary of State,
Franchise Tax Board, or Internal Revenue service. The corporate Contractor shall maintain the
good status standing with the Secretary of State of California throughout the term of this Contract.
Any change in corporate status or suspension shall be reported by Contractor immediately in
writing to County's Project Manager. If Contractor fails to maintain good standing or has failed to
be in good standing at the time of the effective date of this Contract, County, in addition to all
remedies available under the law and this Contract, pursuant to Termination provision of this
Contract, terminate this Contract for cause.
Contractor, by signing this Contract, does swear under penalty of perjury that no more than one
(1) final unappealable finding of contempt of court by a federal court has been issued against
Contractor within the immediately preceding two-year period because of Contractor's failure to
comply with an order of a federal court which orders the Contractor to comply with an order of
the National Labor Relations Board,
64. Equipment: All computer -related and electronic equipment purchased with fluids provided under
this Contract or which are ftnnished to Contractor by County shall be considered "Equipment."
This includes, but is not limited to laptops, desktop computers, iPads, cell phones, PDAs, cameras,
and DVD players. Title to all items of Equipment purchased vests and will remain in County, 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,
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Contractor shall immediately return any items of Equipment to County or its representatives or
dispose of them in accordance with the directions of County's Project Manager.
Contractor further agrees to the following:
A. To maintain all items of Equipment in good working order and condition, except for normal
wear and tear,
B. To label all items of Equipment, do periodic inventories as required by County's Project
Manager and to maintain an inventory list showing where and how the Equipment is being
used, in accordance with procedures developed by County's Project Manager. All such lists
shall be submitted to County's Project Manager within ten (10) days of the request, therefore
Inventory lists must be maintained for four (4) years after final disposition of property.
C. To report in writing to County's Project Manager immediately after discovery, the loss or theft
of any items of Equipment, For stolen items, the local law enforcement agency must be
contacted, and a copy of the police report submitted to County's Project Manager.
D. To purchase a policy or policies of insurance covering loss or damage to any and all
Equipment purchased under this Contract, in the amount of the full replacement value thereof,
providing protection against the classification of fire, extended coverage, vandalism,
malicious mischief and special extended perils (all risks) covering the Parties' interests as they .
appear.
E. The purchase of any Equipment by Contractor shall be requested by Contractor in writing, shall
require the prior written approval of the Administrator and shall fulfill the provisions of this
Contract which arc appropriate and directly related to Contractor's service or activity under
the terms of this Contract. County may refuse reimbursement for any costs resulting from
Equipment purchased, which are incurred by Contractor, ifprior written approval has not been
obtained from County's Project Manager.
65. Compliance with Law - Contract: In its performance under this Contract, Contractor shall fully
comply with the requirements of the following, whether or not otherwise referred to in this
Contract:
A. WIOA 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.
iiAll 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;
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C. All applicable County policies, procedures and directives;
D. All applicable local ordinances and requirements, including use permits and licensing;
E. Court orders applicable to Contractor's operations;
F. All federal and state guidance and training and employment guidance letters; and
G. The terms and conditions of this Contract, including Attachments and Exhibits,
Nothing in this Paragraph 65 shall limit Contractors obligations or County's rights under
Paragraph T (Compliance with Laws) or under any other provision in the Contract.
66.Other Requirements — Program Confidentiality:
A. Without prejudice to or limitation of any other Section/Paragraph of this Contract, Contractor
shall, where applicable, maintain the confidential nature of information provided to it
concerning participants in accordance with the requirements of Federal and State law.
However, Contractor shall submit to County, the State of California and/or the United States
government or their representatives, all records requested for administrative purposes,
including audits, examinations, monitoring and verification of reports submitted by
Contractor, costs incurred and services rendered hereunder.
B. Contractor shall require all of its employees, agents, subcontractors and volunteer staff who
may provide services to Contractor under this Contract to sign an agreement with Contractor
before commencing the provision of any such services, to maintain the confidentiality of any
and all materials and information with which they may come into contact, or the identities or
any identifying characteristics or information with respect to any and all participants referred
to Contractor by County, except as may be required to provide services under this Contract or
to those specified in this Contract as having the capacity to audit Contractor, and as to the
latter, only during such audit. Contractor shall provide reports and any other information
required by County in the administration of this Contract, and as otherwise permitted by law.
C. The State of California Information Practices Act of 1977 sets forth certain requirements and
safeguards regarding records pertaining to individuals, including the rights of access by the
subject individual and by third parties. The disclosure of information ftom student records is
governed by the Federal Family Educational Rights and Privacy Act (FERPA) and in part by
the State of California Education Code and Contractor Policies Applying to the Disclosure of
Information and Student Records. It is the purpose of these policies to provide reasonable
interpretations of those laws and to protect the student's righfto'privacy,-The Federal Family
Educational Rights and Privacy Act (FERPA) is a U.S, federal law that protects the privacy
of student records. Generally, this law states schools must have written permission from the
student in order to release any information from a student's education record.
The Contractor shall be guided by the following principles: (1) the release of any personally
identifiable student information to any third parties shall be managed in ways that are in
compliance with FERPA and (2) the information in the student's file should be disclosed to
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the student upon request, Therefore, Contractor shall procure the written consent from
students enrolled through the County allowing Contractor to disclose to the participants'
employer, County of Orange, State of California, or US. Department of Labor student
information such as grades, academic disputes and other matters related to a student's status
as a student. Such consent shall be obtained materially in the form, titled Family Educational
Rights and Privacy Act (FERPA) Authorization to Release Information to a Designated Third
Party.
D. Contractor agrees that any and all subcontracts entered into shall be subject to the
confidentiality requirements of this Contract,
67, Contingent Fees: The Contractor warrants that no person or selling agency has been employed or
retained to solicit or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, except bona fide employees of the Contractor or bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business.
For breach or violation of this warranty, the County shall have the right to terminate this
Contract in accordance with the termination clause and at its sole discretion to deduct from the
Contract price or consideration, or otherwise recover, the full amount of such commission,
percentage, brokerage, or contingent fee from the Contractor.
THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANI{
County of Orange Paige 41 of 42 City of Santa Ana
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N-2021-173
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 ATTESTS i /=ISC-1
Name: KRISTINE RIDGE
Title: City Manaeer
Dated: ?`'
APPROVED AS TO FORM
SONIA R. CARVALHO
CITY AM
By:
Name: RYA O. LGE
Title: Assistant City Attorney
Name: DAISY GOMEZ
Title: Clerk of the Council
RECOMMENDED FOR APPROVAL
By:
IA —
Name: STEVEN A. MEND()
Title: Executive Director
Community Development Agency
*For Contractors that are corporations, signature requirements are as follows: 1) One signature by the Chairman
of the Board, the President or any Vice President; and 2) One signature by the secretary, any Assistant secretary,
the Chief Financial Officer or an Assistant Treasurer.
For Contractors that are not corporations, the person who has authority to bind the Contractor to a contract, must
sign on one of the lines above.
************************************************************
COUNTY OF ORANGE
A Po ' ' .Sabadissision of the State of California
By: (, ^0. carma Lacy Dated: 9/28/2021
Fu_DD iaSo.Wright, Director
OC Community Resources
County of Orange Page 42 of 42 City of Santa Ana
OC Community Resources Contract No.:MA-012-22010003
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Attachment A
SCOPE OF SERVICES
REGIONAL WORKFORCE CONSULTING SERVICES
L PURPOSE
The purpose of this Contract is to provide Regional Workforce Consulting Services that support
federally funded services offered through the Workforce Innovation and Opportunity Act (WIOA)
and by the Orange County Workforce Development Board (OCWDB) and its Subrecipients in the
Orange County Regional Planning Unit.
IL SERVICES
Regional Planning and Implementation — Collaborate with the OCWDB 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.
a. Monitoring and Evaluation Services will also be available if needed.
III. DELIVERABLES
a. Contractor will be called upon to provide at a minimum but not limited to the following
services on an as -needed basis:
i. Regional Plan Implementation/Slingshot 4.0
1. Collaborate with OCWDB in developing establishing and facilitating a
post-COVID-19 Economic Development Strategy that supports regional
goals and objectives; developing regional strategies, policies, and
programs as part of regional planning and infrastructure development.
2. Collaborate with OCWDB to address the identified needs, service gaps,
existing resources, and potential partnerships in the region.
3. Assist OCWDB and Regional Organizer (RO) with building community
partnerships in the 4 identified industry sectors; targeting special resources
to support post-COVID-19 recovery strategies focusing on race, equity,
high road economy, and COVID-19 response.
4. Promote regional collaboration and support of the regional plan
implementation activities.
5. Attend regional workforce development board partner meetings and
training.
6. Assist in the development and implementation of capacity building,
training, and development opportunities for staff and partners.
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Attachment A
b. Invoices are due on the 201l' of each month for the previous mouth's expenditures in
accordance with the OC Community Resources Contract Reimbursement Policy attached
herein as Exhibit 5 of this Contract. Contractor has a 30- day grace period after the 20th of
the month to submit the invoice, with the following exceptions: (1) the final close-out
invoice must be submitted by the 15th of the month following the month being reported
and (2) the invoices for May and June business must be submitted by the 15th of June and
15th of July, respectively.
c. Due dates of project and program development activities will be project -specific and will
be determined at the time of the project assignment.
Contractor 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.
County of Orange Page 2 of2 Cify of SantaAna
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Attachment B
• PAYMENT/COMPENSATION
at
City of Santa Ana
Regional Workforce Consulting Services
1. COMPENSATION:
This is a cost reimbursement Contract between the County and the Contractor for up
to: $20,000 (Upon execution of all signatures — September 30, 2022) as set forth in
Attachment A (Scope of Services) attached hereto and incorporated herein by reference.
The Contractor agrees to accept the specified compensation as set forth in this Contract
as full remuneration for performing all services and furnishing all staffing and materials
required, for any reasonably unforeseen difficulties which may arise or be encountered
in the execution of the services until acceptance, for risks connected with the services,
and for performance by the Subrecipient of all its duties and obligations hereunder. The
County shall have no obligation to pay any sum in excess of the Contract Maximum
Obligation specified unless authorized by an amendment in accordance with Paragraphs
C and P of the County's General Terms and Conditions.
2. PAYMENTS:
Contractor agrees that any and all funds received under this Contract annually for each
respective fiscal year shall be disbursed on or before September 30, 2022 and that any
and all funds remaining as of September 30, 2022, which have not been disbursed shall
be returned by Subrecipient to County within thirty (30) days ofthe expiration or earlier
termination of the Contract in accordance with Paragraph K of this Contract. No
expense of Subrecipient will be reimbursed by County if incurred after September 30,
2022.
Upon the effective date of this Contract, County shall make payment to Subrecipient in
accordance with the following payment schedule:
A. Monthly Payments: Upon receipt and approval by OC Community Resources
— OC Community Services 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 20th day
following the month being reported. If the 20th falls on a weekend or holiday,
the invoice/data report is due the next business day. Subrecipient has a 30- day
grace period after the 20th of the month to submit the invoice, with the
following exceptions: (1) the final close-out invoice must be submitted by the
15th of the month following the month being reported and (2) the invoices for
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Attachment B
May and June business must be submitted by the 15th of June and 15t1 of July,
respectively. Invoices shall show the most up to date costs chargeable to the
program(s) referenced in this Contract and in accordance with the OC
Community Resources 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 the County. All costs included on invoices must be eligible for
reimbursement and allowable costs under WIOA and all applicable laws,
regulations, and requirements set forth in Paragraph 65 (Compliance with Law
—Contract) of this Contract,
D. No payments will be made if any preceding months' data, reports, or invoices
are outstanding, unless otherwise approved by the Administrator.
E. No payments will be made for costs incurred by Subrecipient which are not
"allowable casts" applicable to Subrecipient under 2 CFR Part 200.
F. Whenever Subrecipient is not in compliance with any provision ofthis Contract,
County's Project Manager, may withhold payment or a portion thereof until
such time Subrecipient comes into compliance.
G. County's Project Manager, also reserves the right to refuse and withhold
payment to Subrecipient for later disallowed costs; or for any expenditure
determined by County's Project Manager, not to be in compliance with this
Contract, or unrelated to activities for which this Contract provides, or
inappropriate to such activities; or for which there is inadequate supporting
documentation presented; or for which prior approval was required but was
either not requested or not granted. Payment to Subrecipient may be refused
until County receives reimbursement from Subrecipient for any Subrecipient
outstanding disallowed costs.
H. Total Monthly Costs may exceed one -fifteenth of the Maximum Obligation of
County. Upon receipt of sufficient written justification from the Subrecipient,
as determined in the sole discretion of the County's Project Manager, or
designee, the Project Manager, has the discretion, in any given month, to pay
over the monthly one -fifteenth of the Maximum Obligation.
3. PAYMENT TERMS:
An invoice for the reimbursement of costs shall be submitted to the address specified
below upon the completion of the services/activities and approval of the County Project
Manager: Subro0pient'shhIlreference Contract number on invoice -Payment will'be
net 45 days after receipt of an invoice in a format acceptable to the County of Orange
andverified and approved by OC Community Services and subjeetto routine processing
requirements of the County, The responsibility for providing an acceptable invoice rest
with the Subrecipient,
Billing shall cover services not previously invoiced. The Subrecipient shall reimburse
the County of Orange for any monies paid to the Subrecipient for services not provided
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Attachment B
or when services do not meet the Contract requirements and/or are not eligible for
reimbursement or allowable costs under WIOA and all applicable laws, regulations,
and requirements set forth in Paragraph 65 (Compliance with Law -- Contract) of this
Contract.
Payments made by the County shall not preclude the right of the County from thereafter
disputing any items or services involved or billed under this Contract and shall not be
construed as acceptance of any part of the services.
Program Invoices) must be sent to the following address:
OC Community Resources
Attention: Accounts Payable
601 N. Ross St., 61h Floor
Santa Ana, CA 92701
4. INVOICING INSTRUCTIONS:
The Subrecipient will provide an invoice on Subrecipient's letterhead for services
rendered. Each invoice will have a number and will include in the Demand
Letter/Invoice the following information:
A. Subrecipient's name and address
B. Subre0pient's remittance address (if different from A)
C. Name of County Agency/Department
D. County Contract Number - MA-012- 22010003
E. Delivery Order (DO) Number
F. Service Date(s) — Month of Service
G. Deliverables/Service description (in accordance with Attachment A)
H. Subrecipient's Federal Tax I.D. number
I. Total Invoice Amount
County of Orange 3 of City of Santa Ana
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Attachment C
BUDGET
REGIONAL WORKFORCE CONSULTING SERVICES
Upon Contract Execution —September 30, 2022
BUDGET
The Contract total shall not exceed $20,000. Each project description and corresponding
budget under this Contract shall be mutually determined and agreed upon by County and
Subrecipient. Project descriptions shall be in Attachment A, herein and corresponding
project budgets shall be listed in Attachment C herein.
Activities
Total Budget Amount
Regional Plan Implementation 4.0
PY 20/21 - 1218
$20,000.00
Grant Code: 1218
End Date: September 30, 2022
Total:
$20,000.00
County of Orange Pagc I of I City of Santa Ana
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Attachment D
• STAFFING PLAN
' REGIONAL WORKFORCE CONSULTING SERVICES
Title
FTE*
Economic Development Specialist III
.11
TOTAL:
.11
* 1.00 FTE = Full -Time Equivalent
The substitution or addition of other key individuals in any given category or classification shall
be allowed only with prior written pre -approval of the County Project Manager.
The Parties agree that the County has the right to require other or additional personnel to perform
services under the Contract, as required. The specific individuals will be assigned based on the
need and time of the service/class required. Assignment of additional key personnel shall be
subject to County approval.
County of Orange I oft City of Santa Ana
Orange County Community Resources Contract Number MA-012-22010003
DocuSign Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB55DC0
Attachment E
PERFORMANCE STANDARDS
REGIONAL WORKFORCE CONSULTING SERVICES
Standards of performance are as follows:
1. All deliverables shall be current and professional in regard 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 I of 1 City of Santa Ana
OC Community Resources Contract Number MA-012-22010003
DocuSign Envelope ID: CC1719F9-6F29-4BEA-9499-419DBFB55DC0
a
ATTACHMENT
FEDERAL AWARD IDENTIFICATION INFORMATION
The General Program Requirements were designed to provide the framework where the
Subrecipient will provide Regional Workforce Consulting Services identified in this attachment.
I. GOVERNANCE
Subrecipient agrees to comply, remain informed, and deliver services consistent with the
provisions of the Workforce Innovation and Opportunity Act (WIOA), County of Orange,
Orange County Workforce Development Board (OCWDB) 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 and/or federal
policy, as appropriate.
IL GOVERNANCE REFERENCES
A. Workforce Investment Act/Workforce Innovation and Opportunity Act - Department
of Labor, Employment and Training Administration, 20 CFR Part 652 et al. Workforce
Investment Act; Final Rules/WIOA 20CFR Part 676,677and 678.
B. Department of Labor, Employment and Training Administration, 20 CFR Part 652 et
al. Workforce Investment Act; Final Rules/WIOA 20CFR Part 676,677and 678.
C. Additional state and federal agencies that provide funding to the County of Orange/OC
Community Resources/OC Community Services/Community Investment Division that
may be incorporated herein.
D. Information Bulletins, Directives and any other federal and state guidance documents
pertaining to the WIOA.
E. All Actions, directives, and policy and procedures issued by OC Community
Resources/OC Community Services/Community Investment Division/Orange County
Workforce Development Board (OCWDB) 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.
F. County of Orange policies, as applicable
Comity of Orange Page 1 of 2 City of Santa Ana
OC Community Resources Contract Number MA-012-22010003
DocuSign Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB55DC0
G. In accordance with the requirements of 2 CFR200.330 (Subrecipient and Subrecipient
determination) and for the purpose of this Contract, City of Santa Ana is determined to
be a Contractor,
111. FEDERAL AWARD IDENTIFICATION
pz I I I
A.
Subrecipient Name:
City of Santa Ana/Santa Ana Workforce
Development Board
B.
Subrecipient's Unique Identifier
(D-U-N-S):
083153247
C.
Federal Award Identification
AA-34757-20-55-A-6
Number (FAIN):
D.
Federal Award Date:
Pending
E.
Subaward Period of
Upon execution — 09/30/2022
Performance:
F.
Total Amount of Federal Funds
$20,000.00
Oblialited by the Action:
G.
Total Amount of Federal Funds
$20,000.00
Obtfizated to the Subrecipient:
H.
Total Amount of the Federal
$375,000.00
Award:
I.
Federal Award Project
Regional Plan Implementation (RPI) 4,0 Grant Code:
Description:
PY 20/21 - 1218
J.
Federal Awarding Agency:
Department of Labor
K.
Name of PTE:
Employment Development Department and County
of Orange
L.
Contact Information for the
Carma Lacy, Executive Director
Awarding Official;
Phone Number:
(714) 480-6420
E-mail Address:
Canma.Lacy@occr.ocgov.com
M.
CFDA Number:
17.258
CFDA. Name:
WIOA Formula Funds — Adult
N.
Whether Award is R&D:
No
O.
Indirect Cost Rate for the
10% Cap
Federal Award:
County of Orange ?uge 2 of 2 City of Santa Ana
OC Community Resources Contract Number MA-012-22010003
DocuSign Envelope ID: CC1719Fg-6F29-4BEA-8499-419DBFB55DC0
Exhibit 1
DRUG FREE WORKPLACE CERTIFICATION
Company/Organization Name
Citv 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
paragraph (1) above, and
B. Will agree to abide by the terms of the
employment in the contract or grant.
drug -free policy statement described in
company's statement as a condition of
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.
Steven Mendoza
Official's Name
of LZ- / z 1 Orange County, California
Date E euted Executed in the Countv of
Assistant City Manager/Exec. Director CDA
or
DocuSign Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB55DC0
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 VI I 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.
Steven Mendoza
Assistant City Manager/Exec, Director CDA
Title
Signature
91ZZ/Z Oz-
DocuSign Envelope ID: CC1719Fg-6F29-4BEA-8499-419DBFB55DC0
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 OrangeNVorkforce Investment Board to which this certification document is
submitted if at any time the contractor or grant recipient of Federal assistance funds learns that
its certification was erroneous when submitted or has become erroneous by reason of changed
circumstances,
4. The contractor or grant recipient of Federal assistance funds agrees by submitting this
certification document that, should the covered transaction be entered into, it shall not knowingly
enter Into any lower tier covered transaction with a person who Is debarred, suspended,
declared ineligible, or voluntarily excluded from participation in this covered transaction, unless
authorized by the DOL.
.5. The contractor or grant recipient of Federal assistance funds further agrees by submitting this
certification document that it will include the clause titled "Certification Regarding Debarment,
Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions," without
modification, in all lower tier covered transactions and in all solicitations for lower tier covered
transactions.
6. The contractor or grant recipient in a covered transaction may rely upon a certification of a
contractor or grant recipient in a lower tier covered transaction that it is not debarred,
suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that
the certification is erroneous. The contractor or grant recipient may decide the method and
frequency by which it determines the eligibility of its principals.
7. Nothing contained in the foregoing shall be construed to require establishment of a system of
records in order to render in good faith the certification required by this clause, The knowledge
and Information of the contractor or grant recipient is not required to exceed that which is
normally possessed by a prudent person in the ordinary course of business dealings.
8. Except for transactions authorized under paragraph 5 of these Instructions, if the contractor or
grant recipient In a covered transaction knowingly enters into a lower tier covered transaction
..
Witff a person w o Is suspen e e arI•ed, ineligible, or voluntarily excluded from-- - partlofpation
in this transaction, in addition to other remedies available to the Federal Government, the DOL
may pursue available remedies, including suspension and/or debarment.
DocuSign Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB55DC0
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 ail` subawards at all tiers (including
subcontracts, subgrants and contracts under grants, loans, and cooperative
agreements) and that ail' 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
Steven Mendoza, Assistant City Manager/Exec. Director CDA
Authorized
"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).
DocuSign Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB55DCn
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 1362. The filing of a form is required for each
Payment or agreement to make payment to any lobbying entity for Influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action.
Use the SF LLL-A Continuation sheet for additional information If the space on the form Is Inadequate. Complete all items that apply for both the
Initial filing and material change report, Refer to the Implementing guidance published by the Office of Management and Budget for additional
information.
1. Identify the type of covered Federal action for which lobbying is and has been secured to Influence the outcome of a covered action.
2. Identify the status of the covered Federal action.
3. Identify the appropriate classification of this report. If this is a follow up report caused by a material change to the Information previously reported,
enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this
covered Federal action.
4. Enter the full name, address, city, state and zip code of the reporting entity, Include congressional district, If known. Check the appropriate
classification of the reporting entity that designates If it Is, or expects to be a prime or subaward recipient.
Identify the tier of the subawardee, e. g. the first subawardee of the prime Is the 1st tier. Subawards Include but are not limited to subcontracts.
subgrants and contract awards under grants.
5. If the organization filing the report, In item 4 checks "subawardee", then enter the full name, address, city, state, and zip code of the prime Federal
recipient Include congressional district, If known.
6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if
known. For example, Department of Transportation, United States Coast Guard.
7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic
Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments.
8. Enter the most appropriate Federal Identifying number available for the Federal action Identified in item 1 (a. 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
awardiloancommitment for the primary entity identffled 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 ofOcer(s), employee(s), or Member(s) of Congress that were contacted.
15. Check whether or not a SF LLL A Continuation Sheets) 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.
DocuSign Envelope ID: CC1719F9-6F29-4BEA-5499-419DBFB55DC0
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. in I filing
It. grant
b. initial award
b. Aaterial change
C. cooperative agreement
C. post -award
d. loan
fianceonly:
e. loan guarantee
Year: Quarter:
I. loan insurance
Date oft st report:
4. Name and Address of Reporting Entity
5. If Reporting Entity)No. 4 is a Subawardee:
Prime Subawardee
Enter N/e/Adress of Prime:
Tier if known
Con ressional District, if known:
Can ressional nown:
6. Federal Department / Agency:
7. Fe rat Program NamelDescription
6. Federal Action Number, if known:
9. Award Amount, 9 known:
10a. Name and Address of Lobbying Entity
Ob. Individual Performing Services
(if individual, last name, first name, MI):
(including address if different from No. 10a)
(last name, first name, MI):
attach Continuation Sheets SF-LLL-A, if necessary)
11. Amount of Payment (check all that apply):
13. Type of Payment (check all that apply)
$ Actual
a. retainer
Planned
b. one-time free
C. commission
12. Form of Payment (check all that apply):
a. cash
d. contingent fee
b. in -kind: specify:
e. deferred
nature:
f. other specify:
value:
14. Enter Description of Services per J" med or to be Performed and date(s) of Service, including officer(s), empbyee(s), or Member(s)
contacted, for Payment indicated on item 11:
15. Continuation sheets SF-LL ZA attached: El Yes No
16. Information requested throygh this form authorized by Title
qre
t J
31 U.S.C. Section 1352. This disclo of lobbying activities is a
Signature:
material representation of fact upop which reliance was placed by the
tier above when this transaction as made or entered into. This
disclosure is required pursuant 1, 31 U.S.C. 1352. This information
will be reported to the Congrea semiannually and will be available for
Print Name:
public inspection. An person o 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:
DocuSign Envelope ID: CC1719F9-6F29-46EA-8499-419DBFB55DC0
DISCLOSURE OF LOBBYING ACTIVITIES
CONTINUATION SHEET
Approved by OMS - 0348-0046
Reporting Entity:
BILLING CODES 3410.01 -C; 6450-01-C; 6890.01 ;6025-01-0; 7510.01-C , 351 0-FE-C; 8120-01 -C; 4710-24-C, 6116-01 -C,
V
i
Exhibit 4
DocuSign Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB55DCO
EXHIBIT 5
O R A N G E C O U N T Y
L Ccommunity 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
DocuSlgn Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB55DC0
At anytime, 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-approvel documentation for equipment purchases equal to or greater than
$6,000
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., 6th 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: CC1719F9-6F29-4BEA-8499-419DBFB55DCo
EXHIBIT 5
O H A N G F C O U N T Y
c5cCommunity Resources
Our 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: City of Santa Ana Effective Date: Upon Execution
Contract #: MA-012-22010003
Documentation Status: ❑ Abbreviated ® Comprehensive
Program Authorization by: Auditor Controller Authorization by:
Carma Lac v Eric Takanishi
Print Name D.usigned by: Print Name Da uSigne by:
Signed by: a Signed by: rAOJAASL
CVSiT2F1A 0_. 6334 3 9 4C ..
Date: 9/28/2021 Date: 9/28/2021
Two signatures are required to implement the form.
Distribution:
Contractor
Auditor Controller
Contract File
Program File
Reimbursement Policy Status (RPS-1)