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A-2003-102
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A-2003-102 AGREEMENT BETWEEN COUNTY OF ORANGE AND CITY OF SANTA ANA FOR THE PROVISION OF COMMUNITY SERVICE ACTIVITIES THIS AGREEMENT, entered into this 1st day of July. 2003, which date is particularized for purpose of reference only, is by and between the COUNTY OF ORANGE, hereinafter referred to as "COUNTY," and CITY OF SANTA ANA, a California municipality, hereinafter referred to as administered by the County of Orange referred to as "ADMINISTRATOR." "CONTRACTOR." This Agreement shall be Social Services Agency, hereinafter W ITN ESS ETH: WHEREAS, COUNTY desires to contract with CONTRACTOR for the provision of Community Service activities pursuant to Section 11322.9 of the California Welfare and Institutions Code; and WHEREAS, CONTRACTOR agrees to render such services on the terms and conditions hereinafter set forth; and WHEREAS, such contracts are authorized and provided for pursuant to Section 11200 et seq. of the Welfare and Institutions Code, also known as the California Work Opportunities and Responsibility to Kids (CalWORKs) Act of 1997; NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: (WSH0403) 1 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 TABLE OF CONTENTS Page 1. TERM .................................................................. 4 2. ALTERAIION OF IERMS ................................................... 4 3. STATUS OF CONTRACTOR .................................................. 4 4. DEFINIIIONS: .......................................................... 5 5. DESCRIPTION OF SERVICES, STAFFING ..................................... 7 6. LICENSES AND STANDARDS ......................... , ....................... 8 7. DELEGATION AND ASSIGNMENT/SUBCONTRACTS ................................ 8 8. FORM OF BUSINESS ORGANIZATION AND REAL PROPERTY DISCLOSURE ........... 10 9. USE OF COUNTY PROPERTY ............................................... 13 10. EQUAL EMPLOYMENT OPPORTUNITY - AFFIRMATIVE ACTION - NONDISCRIMINATION 13 11. NOTICES .............................................................. 15 12. INDEMNIFICATION AND INSURANCE ........................................ 16 13. CONFLICT OF INTEREST ................................................. 20 14. ANTI-PROSELYTISM PROVISION ........................................... 21 15. SUPPLANTING GOVERNMENT FUNDS ......................................... 21 16. EQUIPMENT ............................................................ 21 17. BREACH SANCTIONS ..................................................... 23 18. PAYMENTS ............................................................. 23 19. OVERPAYMENTS ......................................................... 25 20. REVENUE .............................................................. 25 21. PROGRAM INCOME ....................................................... 26 22. FINAL REPORT ......................................................... 27 23, INDEPENDENT AUDIT .................................................... 27 24. RECORDS, INSPECTIONS AND AUDITS ...................................... 27 25, PERSONNEL DISCLOSURE ................................................. 29 26, CHILD AND DEPENDENT ADULT/ELDER ABUSE REPORTING ...................... 31 27. CONFIDENTIALITY ...................................................... 31 28. COPYRIGHT ACCESS ..................................................... 32 29. WAIVER .......................................................... ; ....32 30, PETTY CASH ........................................................... 33 31. PUBLICITY ............................................................ 33 32. COUNTY RESPONSIBILITIES .............................................. 33 33, REPORTS .............................................................. 33 34. ENERGY EFFICIENCY STANDARDS .......................................... 33 35, CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS ................................................. 33 36, POLITICAL ACTIVITY ................................................... 35 37, TERMINATION PROVISIONS ............................................... 35 38, GOVERNING LAW ........................................................ 36 39. SIGNATURE IN COUNTERPARTS ............................................ 36 EXHIBIT A 1. POPULATION TO BE SERVED ............................................... 1 2. WORKLOAD STANDARDS .................................................... 2 3. SERVICES .............................................................. 2 4, OTHER REQUIREMENTS .................................................... 3 5, FORMS 6. FACILITIES ............................................................ 5 7. CASE RECORDS .......................................................... 5 8, REPORTS ............................................................... 5 (WSH0403) 2 of 37 1 2 3 4 5 6 7 $ 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 9. PERFORt'tANCE REVIEW ................................... -~ ................ 6 10. STAFF TFUNINING ........................................................ 7 11. HOURS OF OPERATION .............................................. ...... 7 12. BUDGET FOR PROVISION OF COMMUNITY SERVICES ............................ 7 13. STAFF ................................................................. 8 (WSH0403) 3 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1. TERM The term of this Agreement shall commence on July 1. 2003 and terminate on June 30. 2004. unless earlier terminated pursuant to the provisions of Paragraph 37 of this Agreement: however. CONTRACTOR shall be obligated to perform such duties as would normally extend beyond this term, including but not limited to obligations with respect to indemnification, audits, reporting and accounting. CONTRACTOR and ADMINISTRATOR may mutually agree in writing to extend the term of this Agreement, provided that COUNTY's maximum obligation as stated in Subparagraph 18.1 of this Agreement does not increase as a result. 2. ALTEP~ATION OF TERMS This Agreement, including any Exhibit(s) attached hereto and incorporated by reference, fully expresses all understandings of the parties and is the total Agreement between the parties as to the subject matter of this Agreement. No addition to, or alteration of. the terms of this Agreement. whether written or verbal, by the parties, their officers, agents, or employees, shall be valid unless made in the form of a written amendment to this Agreement which is formally approved and executed by both parties. 3. STATUS OF CONTRACTOR CONTRACTOR is and shall at all times be deemed to be. an independent contractor and shall be wholly responsible for the manner in which it performs the services required of it by the terms of this Agreement. Nothing herein contained shall be construed as creating the relationship of employer and employee, or principal and agent, between COUNTY and CONTRACTOR or any of CONTRACTOR's agents or employees. CONTRACTOR assumes exclusively the responsibility for the acts of its employees or agents as they relate to services to be provided during the course and scope of their employment. /// (WSH0403) 4 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 its agents, employees and volunteers, shall CONTRACTOR. not be entitled to any rights and/or privileges of COUNTY employees, and shall not be considered in any manner to be COUNTY employees. 4. DEFINITIONS: 4.1 Barriers to Employment: Circumstances which interfere with Welfare-To-Work (WTW) participation, employment or job search. 4.2 CalWORKs: The acronym for the California Work Opportunity and Responsibility to Kids Act of 1997. as described in Section 11200 of the Welfare and Institutions Code. 4.3 Community Service: A Welfare-To-Work training activity that is temporary and transitional, which is performed in the public or private non- profit sector under close supervision, and provides participants with job skills that can lead to employment while also meeting a community need. The Community Service activity is not intended to be punitive in nature or seen as a last stop program for participants approaching the sixty (60) month time limit. It is an opportunity to succeed through an intense case management approach that utilizes all available resources in a focused manner. Community mandated under California Welfare and Institutions Code Section Service is 11322.9. 4.4 Electronic Data Systems (EDS): COUNTY provided Electronic Data Systems through which participant referrals are received by CONTRACTOR and data is recorded regarding services provided to participants. 4.5 One-Stop Centers: Employment-based facilities integrating COUNTY and One-Stop Partners into a single comprehensive center, providing a mix of core. intensive and training services to businesses seeking employees and participants seeking jobs under various federal and state funded programs. The centers have been established statewide under SB 1417 (Chapter 819. Statutes of 1994) to implement a collaborative system of employment, training (WSH0403) 5 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 and education programs and services, in support of C~lifornia's economic development. 4.6 One-Stop Partner: One of the entities responsible for conducting the day-to-day activities associated with the delivery of workforce development services to employers and job seeking customers, including the daily management, supervision, and coordination of staff physically co-located at the Santa Aha WORK Center. 4.7 Participant: A recipient of CalWORKs financial assistance benefits who has voluntarily enrolled or is required to participate in the WllN program pursuant to state regulations. 4.8 Multi-disciplinary Team (MDT): A partnership team including, but not limited to staff from Welfare-To-Work, Behavioral Health Services, Domestic Abuse Services. Health Care Agency, One-Stop Centers. Employment Support, Job Services and Vocational Assessment counselors. The purpose of this team is to assist the participant to identify and address issues that have prevented the participant from being successful and work towards the program goal of self-sufficiency. The MDT will be bound by the informed consent requirements specified in Exhibit A, Paragraph 7.2. 4.9 Supportive Services: Payments provided to or on behalf of WTW participants for child care, transportation and ancillary expense costs. 4.10 Welfare-To-Work (WTW): A mandated program under CalWORKs which requires parents or caretakers in families on welfare, unless exempted, to meet work requirements by participating in Welfare-To-Work activities with a goal of unsubsidized employment leading to self-sufficiency. 4.11 Workforce Investment Act (WIA): The Federal Workforce Investment Act of 1998 provides the framework for a national workforce preparation and employment system. Title 1 of the WIA authorizes and funds a number of employment and training programs in California. Workforce investment (WSH0403) 6 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 activities authorized by WIA are provided at the local level via the One-Stop delivery system to individuals in need of those services, including job seekers, dislocated workers, youth, incumbent workers, new entrants to the workforce, veterans, persons with disabilities and employers, The WIA's primary purpose is to provide workforce investment activities that increase the employment, retention, and earnings of the participant, and increase attainment of occupational skills by participants. 4,12 Workforce Investment Board (WIB): A consortium of local business and community leaders who shall provide local Workforce Investment Plan that is business and job seekers alike, 4.13 Workforce Investment Plan: A and administered by the WIB on behalf policy guidance and oversight to a responsive to the workplace needs of local plan created under the WIA, of CONTP~qCTOR, that provides a coordinated mix of services that best meets the workforce investment needs of the local labor market, 5. DESCRIPTION OF SERVICES, STAFFING 5,1 CONTRACTOR agrees to provide those services, facilities, equipment and supplies as described in the Exhibit of Orange and City of Santa Ana. for the Activities attached, hereto and incorporated to the Agreement Between County Provision of Community Service herein by reference. CONT~CTOR shall operate continuously throughout the term of this Agreement with the number and type of staff described and as required for provision of services hereunder pursuant to the personnel disclosure provisions of this Agreement. 5.2 Subject to thirty (30) days advance notice, ADMINISTRATOR may, in its sole discretion, require changes in staffing patterns in accordance with workload demands related to the number of clients to be served. 5.3 Upon the request of ADMINISTRATOR, CONTRACTOR shall send appropriate staff to attend an orientation session and subsequent training (WSH0403) 7 of 27 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 sessions given by COUNTY. 6. LICENSES AND STANDARDS 6.1 CONTRACTOR warrants that it has all necessary licenses and permits required by the laws of the United States, State of California, County of Orange and all other appropriate governmental agencies, and agrees to maintain these licenses and permits in effect for the duFation of this Agreement. Further, CONTRACTOR warrants that its employees shall conduct themselves in compliance with such laws and licensure requirements including, without limitation, compliance with laws applicable to sexual harassment and ethical behavior. 6,2 In the performance of this Agreement, CONTRACTOR shall comply, unless waived in whole or in part by ADMINISTRATOR, with all applicable provisions of the California Welfare and Institutions Code: Title 45 of the Code of Federal Regulations (CFR); Federal Office of Management and Budget Circulars A-21, A-122, and A-87; 48 CFR 31.2; and all applicable laws and regulations of the United States, State of California, County of Orange Social Services Agency Regulations and all administrative regulations, rules and policies adopted thereunder as each and all may now exist or be hereafter amended. 7, DELEGATION AND ASSIGNMENT/SUBCONTRACTS 7.1 Delegation and Assignment: CONTRACTOR shall neither delegate its duties or obligations nor assign its rights with respect to this Agreement, either in whole or in part. Any such attempted delegation or assignment shall be void. The transfer of assets in excess of ten (10) percent of the total assets of CONTRACTOR, or any change in the corporate structure, the governing body, or the management of CONTRACTOR, which occurs as a result of such transfer, shall be deemed an assignment of benefits under the terms of this Agreement and shall be void. (WSH0403) 8 of 37 1 2 3 4 5 6 7 8 9 I0 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 7.2 Subcontracts: CONTRACTOR shall not subcontract for services under this Agreement without the prior written consent of ADMINISTRATOR. If ADMINISTRATOR consents in writing to a subcontract, in no event shall the subcontract alter, in any way, any legal responsibility of CONTRACTOR to COUNTY. ADMINISTRATOR may refuse to pay obligations incurred under any subcontract that does not comply with the terms of this Agreement. All subcontracts must be in writing and copies of same shall be provided to ADMINISTRATOR. CONTRACTOR shall include in each subcontract any provision ADMINISTRATOR may require, 7.2.1 Subcontracts of $10,000 or less: CONTRACTOR shall develop a standard form Purchase Order, subject to prior written approval of ADMINISTRATOR. to be utilized for the purchase of services by CONTRACTOR when the cumulative total cost of the services to be provided by any organization is anticipated to be ten thousand dollars ($10,000) or less during the term of this Agreement. The basis for costs incurred by any such Purchase Order(s) shall be the actual cost of providing services or the usual and customary charges established by the organization(s) providing the services, 7.2.2 Subcontracts in excess of $10,000: CONTRACTOR shall develop and submit for approval to ADMINISTRATOR a system for the procurement of subcontracts with any organization in which the total cumulative cost of services provided by any single organization is anticipated to exceed ten thousand dollars ($10,000) during the term of this Agreement, CONTRACTOR's proposed procurement system shall take into consideration such factors as: degree of price competition: pricing policies and techniques: experience and quality of service; methods of evaluating subcontractor responsibility: relationship of subcontractor to CONTRACTOR; planning, award, and postaward management of subcontracts, (WSH0403) 9 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 including internal audit procedures performance until completion of services. Upon ADMINISTRATOR's approval procurement system, CONTRACTOR shall comply with and monitoring of subcontractor's of CONTRACTOR's proposed such procurement system in obtaining subcontracts with a total cost in excess of ten thousand dollars ($10,000) during the term of this Agreement. In ~ddition, CONTRACTOR shall obtain ADMINISTRATOR's written consent prior to entering into a subcontract with any organization when the total cumulative cost of services to be provided by that organization is anticipated to exceed ten thousand dollars ($10,000) during the term of this Agreement. CONTRACTOR and its subcontractor(s) shall establish and maintain accurate and complete financial records related to services provided under the terms of this Agreement. Such records may be subject to the satisfaction of ADMINISTRATOR, and to the examination and audit by ADMINISTRATOR or designee, for a period of four (4) years after the date of final payment under this Agreement, or until any pending audit is completed. 8. FORM OF BUSINESS ORGANIZATION AND REAL PROPERTY DISCLOSURE 8.1 Form of Business Organization: Upon the request of ADMINISTRATOR, CONTRACTOR shall prepare and submit, within thirty (30) days thereafter, an affidavit executed by persons satisfactory to ADMINISTRATOR information: 8.1.1 The form proprietorship, partnership, corporation, containing, but not limited to, the following of CONTRACTOR's business organization, i.e., etc. 8.t.2 A detailed CONTRACTOR. by way of ownership individual, 8.1.3 A detailed statement indicating the relationship of or otherwise, to any parent organization or statement indicating the relationship of (WSH0403) 10 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CONTRACTOR to any subsidiary business organization or t~ any individual who may be providing services, supplies, material or equipment to CONTRACTOR or in any manner does business with CONTRACTOR under this Agreement. 8.2 Change in Form of Business Organization: If during the term of this Agreement, the form of CONTRACTOR's business organization changes, or the ownership 6f CONTRACTOR changes, or CONTRACTOR's relationship to other businesses dealing with CONTRACTOR under this Agreement changes, CONTRACTOR shall promptly notify ADMINISTRATOR, in writing, detailing such changes. A change in the form of business organization may, at COUNTY's sole discretion, be treated as an attempted assignment of rights or delegation of duties of this Agreement. 8,3 Real Property Disclosure: If CONTRACTOR is occupying any real property under any agreement. oral or written, where persons are to receive services hereunder, CONTRACTOR may be required to submit the following information in addition to a copy of the lease, license or rental agreement, as well as any other information requested, within ten (10) days from the date of the request by ADMINISTRATOR: The location by street address and city of any such real The fair market value of any such real property as such on the most recently issued County Tax Collector's tax 8.3.1 property. 8.2.2 value is reflected bill. 8,3,3 A detailed description of all existing and pending agreements, with respect to the use or occupation of any such real property, Such description shall include, but not be limited to: or sublease; 8.3.3.1 8.3.3.2 The term duration of any rental agreement, lease The amount of monetary consideration to be paid (WSH0403) 11 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 to the lessor, sublessor or licensor over the term of tie rental lease, or sublease; 8.3.3,3 The type and dollar value of consideration to be paid to the lessor, sublessor or licensor: 8,3,3,4 The full names and addresses of agreement, any other all parties to any agreement concerning the real property and a listing of liens (if any) thereof, together with a listing by full names and addresses of all officers. directors and stockholders of any private corporation and a similar listing of all general and limited partners of any partnership which is a party. 8,3,4 A listing by full names of all of CONTRACTOR's officers. directors and/or partners, members of its administrative and advisory boards, staff and consultants, who have any family relationship by marriage or blood with a party to any agreement concerning real property referred to in Subparagraph 8,3,3, immediately above, or who have any present or future financial interest in such person's business, whether the entity concerned is a corporation or partnership, Such listing shall also include the full names of all of CONTRACTOR's officers, directors, partners and those holding a financial interest, Included are members of its advisory boards, members of its staff and consultants, who have any family relationship by marriage or blood, to an officer, director, or stockholder of the corporation or to any partner of the partnership. In preparing the latter listing, CONTRACTOR shall also indicate the names of the officers, directors, stockholders, or partner(s), as appropriate, and the family relationship which exists between such person(s) and CONTRACTOR's representatives listed, 8.3.5 True and correct copies of all agreements with respect to any such real property shall be appended to the affidavit described above and made a part thereof. If. during the term of this Agreement, there is a change in the agreement(s) with respect to real property where persons receive (WSH0403) 12 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 services, CONTRACTOR shall promptly notify ADMINIST~TOR, in writing, describing such changes. 9. USE OF COUNTY PROPERTY 9,1 COUNTY intends to permit CONTRACTOR the rent-free use of office space, office furniture, and office equipment located in any and all offices and COUNTY facilities at which CONTRACTOR will be c611ocated with COUNTY staff pursuant to this Agreement, as is more particularly set forth in that certain sublease described in Subparagraph 9.2, below, As stated in the sublease, said office space, office furniture, and equipment shall be used solely by employees of CONTRACTOR while this Agreement. 9.2 CONTRACTOR shall ADMINISTRATOR for facilities performing their assigned duties pursuant to enter into a rent-free sublease with provided by ADMINISTRATOR and will execute all terms and conditions of said agreement upon ADMINISTRATOR's presentation of said document to CONTRACTOR, Failure to execute the sublease will result in a breach of this Agreement. 10. EQUAL EMPLOYMENT OPPORTUNITY - AFFIRMATIVE ACTION - NONDISCRIMINATION 10~1 CONTRACTOR shall comply with Title VI and VII of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975, as amended: the Food Stamp Act of 1977, as amended, and in particular Section 272,6; Title II of the Americans with Disabilities Act of 1990; California Civil Code Section 51 et seq., as amended; California Government Code Sections 11135-11139.5, as amended: California Government Code Section 12940 (c), (h) (1), (i), and (j); California Government Code Section 4450; Title 22, California Code of Regulations Sections 98000-98413, the Dymally-Allatorre Bilingual Services Act; Section 1808 Removal of Barriers to Inter Ethnic Adoption Act of 1996 and other applicable Federal and State laws, as well as their implementing (WSH0403) 13 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 regulations (including 45 Code of Federal Regulations (CFR) Parts 80. 84, and 91. 7 CFR Part 15, and 28 CFR Part 42), and any other law pertaining to Equal Employment Opportunity, Affirmative Action and Nondiscrimination as each may now exist or be hereafter amended. CONTRACTOR shall not discriminate against any employee, or applicant for employment, and shall not withhold any services, benefits or facilities to any participant'on the basis of an ethnic group identification, race, color, national origin or ancestry, religion, age, sex, marital status, political belief, religious creed, disability, or medical condition. CONTRACTOR shall methods/procedures which have discrimination or defeating the not implement any administrative the effect of subjecting individuals to objectives of the California Department of Social Services (CDSS) Manual of Policies and Procedures (MPP) Chapter 21, If there are any violations of this paragraph, CDSS shall have the right to invoke fiscal sanctions or other legal remedies in accordance with Welfare and Institutions Code Section 10605, or Government Code Sections 11135-11139.5, or any other laws, or the issue may be referred to the appropriate Federal agency for further compliance action and enforcement of Subparagraphs 10.1 et seq, 10,2 CONTRACTOR shall develop an Affirmative Action Program Plan which meets the lawful and applicable requirements of the Department of Health and Human Services. 10,3 All solicitations or advertisements for employees placed by or on behalf of CONTRACTOR shall state that all qualified applicants will receive consideration for employment without regard to ethnic group identification. race, color, national origin or ancestry, religion, age, sex, marital status, political belief, religious creed, disability, or medical condition. Notices describing the provisions of the equal opportunity clause shall conspicuous place for employees and job applicants. 10.4 CONTRACTOR shall furnish any and all information be posted in a requested by (WSH0403) 14 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ADMINISTRATOR and shall permit ADMINISTRATOR access, durin~ business hours, to books, records and accounts in order to ascertain CONTRACTOR's compliance with this paragraph, 10.5 CONTRACTOR shall adequately inform participants of the grievance procedure regarding alleged discrimination and of their right to a hearing relating to services delivered under this Agreement. The procedure for initiating a complaint is as follows: 10.5,1 All complaints alleging discrimination in the delivery of services by CONTRACTOR or subcontractor because of ethnic group identification, race, color, national origin or ancestry, religion, age, sex, marital status, political belief, religious creed, disability, or medical condition, may be resolved by the State through the State of California's Affirmative Action Complaint Process. 10.5,2 All complaints regarding the determination of eligibility for services or the provision of services shall be resolved through the State Appeals process set forth in CDSS Regulation EAS 22-000, 10,5.3 CONTRACTOR shall refer any and all clients desirous of filing a formal complaint to: State of California Public Inquiry and 744 P Street, MS 20-23 Sacramento, California 95814 Telephone: 1-800-952-5253 or 1-800-952-8349 (Hearing Impaired) 11. NOTICES All notices, claims, correspondence, authorized or required by this Agreement shall Response Bureau reports, and/or statements be addressed as follows: COUNTY: County of Orange Social Services Agency Contract Services 888 N, Main Street Santa Ana, CA 92701 (WSH0403) 15 of 37 1 2 3 4 5 6 7 8 9 10 1! 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CONTRACTOR: City of Santa Ana _ Santa Ana WORK Center. 901E. Santa Ana Blvd. Santa Ana, CA 92701 All notices shall be deemed effective when in writing and deposited in the United States mail, first class, postage prepaid and addressed as above, Any notices, claims, correspondence, reports and/or statements authorized or required by this Agreement addressed in any other f~shion shall be deemed not given, ADMINISTRATOR and CONTRACTOR may mutually agree in writing to change the addresses to which notices are sent, 12. INDEMNIFICATION AND INSURANCE 12.1 CONTRACTOR agrees to indemnify, defend with counsel approved in writing by COUNTY, and hold Department of Health and Human Services, the State, COUNTY, and their elected and appointed officials, officers, employees, agents and those special districts and agencies which COUNTY's Board of Supervisors acts as the governing Board ("COUNTY INDEMNITEES") harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by CONTRACTOR pursuant to this Agreement. If judgment is entered against CONT~CTOR 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. 12.2 Without limiting CONTRACTOR's liability for indemnification, prior to the provision of services under this Agreement. CONTRACTOR agrees to purchase all required insurance at CONTRACTOR's expense and to deposit with ADMINISTRATOR Certificates of Insurance, including all endorsements required herein, necessary to satisfy COUNTY that the insurance provisions of this Agreement have been complied with and to keep such insurance coverage and the (WSH0403) 16 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 certificates therefore on deposit with ADMINISTRATOR durin~ the entire term of this Agreement. 12.3 CONTRACTOR shall ensure that all subcontractors performing work on behalf of CONTRACTOR pursuant to this Agreement shall be covered under CONTRACTOR's insurance as an additional insured or maintain insurance subject to the same terms and conditions as set forth~ herein for CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less than the level of coverage required by COUNTY from CONTRACTOR under this Agreement. It is the obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor, and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by CONTRACTOR through the entirety of this Agreement for inspection by County representative(s) at any reasonable time. 12.4 All insurance policies required by this Agreement shall declare any deductible or self-insured retention (SIR) in an amount in excess of $25,000 ($5,000 for automobile liability), which shall specifically be approved by the County Executive Office (CEO)/Office of Risk Management. CONTRACTOR shall be responsible for reimbursement of any deductible to the insurer. Any self-insured retentions (SIRs) or deductibles shall be clearly stated on the Certificate of Insurance. 12.5 If CONTRACTOR fails to maintain insurance acceptable to COUNTY for the full term of this Agreement, COUNTY may terminate this Agreement. 12.6 The policy or policies of insurance required herein must be issued by an insurer licensed to do business in the State of California (California Admitted Carrier). If the insurer is not licensed to do business in the State of California, ADMINISTRATOR retains the right to approve or reject the insurer after a review of the insurer's performance and financial ratings by the County Executive Office (CEO)/Office of Risk Management. (WSH0403) 17 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 12.7 The policy or policies of insurance required h~rein must be issued by an insurer with a minimum rating of "A- (Secure Best's Rating)" and a minimum financial rating of "VIII (Financial Size Category)." as determined by the most current edition of the Best's Key Ratin9 Guide/Property- Casualty/United States or by going on-line to "ambest.com." 12.8 The policy or polices of insurance maintained by CONTPJNCTOR shall provide the minimum limits and coverage as set forth below: Coverage Minimum Limits Per Occurrence Annual Aggregate Commerci al General Liability with broad form property damage and $1.000.000 $2.000.000 contractual 1 i abi 1 ity Automobi 1 e Li abi 1 i ty (coveri ng al 1 $1,000.000 $1.000.000 owned, non-owned and hired vehicles) Workers' Compensation Statutory Statutory Employer's Liability SI.O00.O00 SI.O00.O00 12.9 All liability insurance required by this Agreement shall be at least $1,000,000 combined single limit per occurrence. The minimum aggregate limit for the Commercial General Liability policy shall be $2,000.000. 12,10 The County of Orange shall be added as an additional insured on all insurance policies required by this Agreement with respect to the services provided by CONTRACTOR under the terms of this Agreement (except Workers' Compensation/Employers' Liability). An additional insured endorsement evidencing that the County of Orange is an additional insured shall accompany the Certificate of Insurance, 12.tl All insurance policies required by this Agreement shall be primary insurance, and any insurance maintained by the County of Orange shall be (WSH0403) 18 of 37 1 2 3 4 5 6 7 8 9 10 I1 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 excess and non-contributing with insurance provided by ~hese policies. An endorsement evidencing that CONTRACTOR's insurance is primary and non- contributing shall specifically accompany the Certificate of Insurance for the Commercial General Liability and Sexual Misconduct Liability. 12,12 All insurance policies required by this Agreement shall give the County of Orange 30 days notice in the event of can'cellation., This shall be evidenced by an endorsement separate from the Certificate of Insurance. In addition, the cancellation clause must include language as follows, which edits the pre-printed ACORD certificate: "SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRI1-FEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILIJRE TO MAIL SUCH NOTICE CHAll TMDnC~ NO nmi TeATTnkl nD I TA~TI TTV O~ AMY VT~Jn UPOb! THE ~MDAklV TTq ^O[MT O~ D~DD~qDMTATT~/m" 12.13 All insurance policies required by this Agreement shall waive all rights of subrogation against the County of 0range and members of the Board of Supervisors, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. 12.14 The Commercial General Liability policy shall contain a severability of interests clause, 12.15 CONTRACTOR is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Workers' Compensation or be self-insured in accordance with provisions of that code, CONTRACTOR will comply with such provisions and shall furnish COUNTY satisfactory evidence that CONTRACTOR has secured, for the period of this Agreement, statutory Workers' Compensation insurance and Employers' Liability insurance with minimum limits of $1,000.000 per (WSH0403) 19 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 occurrence. 12.16 If CONTRACTOR fails to provide the insurance certificates and endorsements within seven (7) days of notification by CEO/Purchasing or ADMINISTRATOR, award may be made to the next qualified proponent. 12,17 COUNTY expressly retains the right to require CONTRACTOR to increase or decrease insurance of any of the above insurance types throughout the term of this Agreement, Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately ~rotect COUNTY, 12.18 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 ADMINISTRATOR incorporating such changes within thirty (30) days of receipt of such notice, this Agreement may be in breach without further notice to CONTRACTOR, and COUNTY shall be entitled to all legal remedies, 12,19 The procuring of such required policy or policies of insurance shall not be construed to limit CONTRACTOR's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement, 12.20 The County of Orange Certificate of Insurance and the Special Endorsement for the County of Orange can be utilized to verify compliance with the above-mentioned insurance requirements in place of commercial insurance certificates and endorsements. 13, CONFLICT OF INTEREST CONTRACTOR shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of COUNTY, This obligation shall apply to CONTRACTOR's employees, agents, relatives, subcontractors, and third parties associated with accomplishing the work hereunder. (WSH0403) 20 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CONTRACTOR's efforts shall include, but not be limited to. establishing precautions to prevent its employees or agents from making, receiving, providing, or offering gifts, entertainment, payments, loans, or other considerations which could be deemed to appear to influence individuals to act contrary to the best interests of COUNTY, 14, ANTI-PROSELYTISM PROVISION No funds provided directly to institutions or organizations to provide services and administer programs under 42 U,S,C. Section 604(a)(1)(A) shall be expended for sectarian worship, instruction, or proselytization, except as otherwise permitted by law, 15. SUPPLANTING GOVERNMENT FUNDS CONTRACTOR shall not supplant any Federal. State or COUNTY funds intended for the purposes of this Agreement with any funds made available under this Agreement. 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 Agreement, either directly or indirectly, as a contribution or compensation for purposes of obtaining Federal, State or COUNTY funds under any Federal. State or COUNTY program without prio~ written approval of ADMINISTRATOR, 16. EQUIPMENT 16.1 All items purchased with funds provided under this Agreement or which are furnished to CONTRACTOR by COUNTY which have a single unit cost of at least five thousand dollars ($5,000,00), including sales tax, shall be considered Capital Equipment. Title to all items of Capital Equipment purchased vests and will remain in COUNTY as such shall be designated by ADMINISTRATOR. The use of such items of Capital Equipment is limited to the performance of this Agreement, Upon the termination of this Agreement. (WSH0403) 21 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CONTRACTOR shall immediately return any items of Capital-Equipment to COUNTY or its representatives, or dispose of them in accordance with the directions of ADMINISTRATOR. CONTRACTOR further agrees to the following: 16.1.1 To maintain all items of Capital Equipment in good working order and condition, normal wear and tear excepted. 16.1.2 To label all items of Capital Equipment, do periodic inventories as required by ADMINISTRATOR and to maintain an inventory list showing where and how the Capital Equipment is being used, in accordance with procedures developed by ADMINISTRATOR. All such lists shall be submitted to ADMINISTRATOR within ten (10) days of any request therefor. 16.1.3 To report in writing to ADMINISTRATOR immediately after discovery, the loss or theft of any items of Capital Equipment. For stolen items, the local law enforcement agency must be contacted and a copy of the police report submitted to ADMINISTRATOR. 16.1.4 To purchase a policy or policies of insurance covering loss or damage to any and all Capital Equipment purchased under this Agreement. 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. 16.2 The purchase of any Capital Equipment by CONTRACTOR shall be requested in writing, shall require the prior written approval of ADMINISTRATOR. and shall fulfill the provisions of this Agreement which are appropriate and directly related to CONTRACTOR's service or activity under the terms of the Agreement. COUNTY may refuse reimbursement for any costs resulting from Capital Equipment purchased, which are incurred by CONTRACTOR, if prior written approval has not been obtained from ADMINISTRATOR. (WSH0403) 22 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 16.3 No personal computers or any component thereof may be purchased with funds provided under this Agreement. regardless of purchase price. without prior written approval of ADMINISTRATOR. Any personal computers or any component thereof purchased shall be in accordance with computer specifications provided by ADMINISTRATOR, be subject to the same inventory control conditions specified in Subparagraphs 16.111 to 16.1.4 and, at the sole discretion of ADMINISTRATOR. become the property of COUNTY upon termination of this Agreement. 17. BREACH SANCTIONS Failure by CONTRACTOR to comply with any of the provisions, covenants. or conditions of this Agreement shall be a material breach of this Agreement. In such event ADMINISTRATOR may, in its sole discretion, and in addition to immediate termination and any other remedies available at law. in equity, or otherwise specified in this Agreement: 17,1 Afford CONTRACTOR a time period within which to cure the breach, which period shall be established at the sole discretion of ADMINIST~TOR: and/or 17.2 Discontinue reimbursement to CONTRACTOR for and during the period in which CONTRACTOR is in breach, which reimbursement shall not be entitled to later recovery: and/or 17,3 Offset against any monies billed by CONTRACTOR but yet unpaid by COUNTY those monies disallowed pursuant to Subparagraph 17.2, above. ADMINISTRATOR shall give CONTRACTOR written notice of any action pursuant to this paragraph, which notice shall be deemed served on the date of mailing, 18. PAYMENTS 18.1 Maximum Contractual Obligation: The maximum obligation of COUNTY under this Agreement shall be (WSH0403) 23 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 $65,000, or actual allowable costs, whichever is less. 18.2 Allowable Costs: During the term of this Agreement, COUNTY shall pay CONTRACTOR monthly in arrears, for actual allowable costs incurred and paid by CONTRACTOR pursuant to this Agreement, as defined in OMB Circular A-87 or as approved by ADMINISTRATOR. However, COUNTY, in it sole discreti6n, may pay CONTRACTOR for anticipated allowable costs that will be incurred by CONTRACTOR for June 2004, during the month of such anticipated expenditure. 18.3 Claims: 18.3.I All claims must be submitted monthly by CONTRACTOR on a form approved by ADMINISTRATOR. All claims submitted to COUNTY must be supported with source documents including, inter alia, a monthly statement of services, general ledgers, supporting journals, time sheets, invoices, canceled checks, receipts, and receiving records, some of which may be required to be copied and submitted with each monthly invoice. Source documents that CONTRACTOR must submit with each monthly invoice shall be determined by ADMINISTRATOR and/or COUNTY's Auditor-Controller. CONTRACTOR shall retain all financial records in accordance with Paragraph 24 (Records, Inspections, Audits) of this Agreement. 18.3.2 Payments should be released by COUNTY within a reasonable time period of approximately thirty (30) days after receipt of a correctly completed claim form and required supporting documentation. 18.3.3 Final Claim/Settlement: 18.3.3.1 Any and all claims must be received by ADMINISTRATOR no later than August 30, 2004 at 5:00 p.m., said date being approximately sixty (60) days after termination of this Agreement. Claims received after this date and time may not be reimbursed. ADMINISTRATOR may, in its sole discretion, modify the date upon which the final claim must be (WSH0403) 24 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 received, upon notice to CONTRACTOR. 18.3.3.2 The basis for final settlement shall be the actual allowable costs as defined in Title 45 of the Code of Federal Regulations and OMB Circular A-87. incurred and paid by CONTRACTOR pursuant to this Agreement; limited, however, to the maximum obligation of COUNTY, In the event that any overpayment has been made, COUNTY may offset the amount of the overpayment against the final payment, In the event overpayment exceeds the final payment, CONTRACTOR shall pay COUNTY all such sums within five (5) days of notice from COUNTY. Nothing herein shall be construed as limiting the remedies of COUNTY in the event an overpayment has been made. 19. OVERPAYMENTS Any payment(s) made by COUNTY to CONTRACTOR in excess of that to which CONTRACTOR is entitled under this Agreement shall be repaid to COUNTY. in accordance with any applicable regulations and/or policies in effect during the term of this Agreement, or as established by COUNTY procedure. Any overpayments made by COUNTY which result from a payment by any other funding source shall be repaid, at the discretion of ADMINISTRATOR. to COUNTY or the funding source. Unless earlier repaid, CONTRACTOR shall make repayment within thirty (30) days after the date of the final audit findings report, and prior to any administrative appeal process. In the event an overpayment owing by CONTRACTOR is collected from COUNTY by the funding source, then CONTRACTOR shall reimburse COUNTY within thirty (30) days thereafter, and prior to any administrative appeal process. COUNTY necessary to enforce the 20. REVENUE CONTRACTOR agrees to pay all costs incurred by ~rovisions set forth in this paragraph. Whenever CONTRACTOR receives any money specifically designated for use in programs funded through this Agreement. such monies shall be considered a cost off-set and treated as a reduction against the amount claimed by (WSH0403) 25 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CONTRACTOR, except for Program Income as defined in 45 CfR, that section currently exists or may be hereafter amended. designating money as Program Income is set forth in Agreement. 21. PROGRAM INCOME It is mutually understood that the State or federal agency responsible for providing the funding for this Agreement may designate certain revenue of as Program Income. To be designated as Program Income and, as other than a cost off-set, CONTRACTOR shall do all of the Section 92.25 as The procedure for Paragraph 21 of this CONTRACTOR therefore, following: 21,1 Submit a plan to ADMINISTRATOR for the use of any and all proposed Program Income; 21.2 Set up and maintain a separate bank account for any proposed Program Income and account for any and all such income received; and 21,3 Report to ADMINISTRATOR any and all Program Income received no later than thirty (30) days from the date of receipt; record the amount received on internal financial records; and indicate the amount received on the monthly claim submitted to ADMINISTRATOR. 21.4 ADMINISTRATOR shall then forward the plan for the requested use of the proposed Program Income to the appropriate State and/or Federal agencies for approval, 21.5 CONTRACTOR shall not spend any of the proposed Program Income unless or until such time as ADMINISTRATOR obtains authorization for the use of the Program Income from the responsible State and/or Federal agency and provides CONTRACTOR with prior written approval for the use of the funds. 21.6 ADMINISTRATOR may, in its sole discretion, issue future policy statements and/or instructions with respect to Program Income. CONTRACTOR shall immediately comply with such policy statements and/or instructions. (WSH0403) 26 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 22. FINAL REPORT CONTRACTOR shall complete and submit to ADMINISTRATOR a final report within sixty (60) days after the termination of this Agreement, which shall summarize the activities and services provided by CONT~CTOR during the term of this Agreement. CONT~CTOR and ADMINISTRATOR may mutually agree in writing to modify the date upon which the final report must ~e submitted. 23. INDEPENDENT AUDIT 23.1 CONTRACTOR shall employ a licensed certified public accountant, who shall prepare and file with ADMINISTRATOR, an annual organization-wide audit of related expenditures during the term of this Agreement in compliance with the Office of Management and Budget (OMB) Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations. The audit must be performed in accordance with Generally Accepted Government Auditing Standards (GAGAS) and OMB Circular A-122. CONTRACTOR shall cooperate with County, State and/or Federal agencies to ensure that corrective action is taken within six (6) months exceptions. 23.2 after issuance of all audit reports with regard to audit CONTRACTOR agrees to provide ADMINISTRATOR with a copy of its organization-wide audit for the period ending June 30 within sixty (60) days after the end of its fiscal year. Failure to comply with this paragraph shall be sufficient cause for ADMINISTRATOR, in its sole discretion, to deny payment of any monies under this or any other subsequent Agreement with CONTRACTOR until such time the audit is received. ADMINISTRATOR may, in its sole discretion, modify the date upon which the independent audit must be received, upon notice to CONTRACTOR. 24. RECORDS, INSPECTIONS AND AUDITS 24.1 Financial Records: 24.1.1 CONTRACTOR shall prepare and maintain accurate and (WSH0403) 27 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 complete financial records. Financial records shall be retained, by CONTRACTOR, for a minimum of four (4) years from the date of final payment under this Agreement or until all pending COUNTY, State and Federal audits are completed, whichever is later. 24.1.2 CONTRACTOR shall establish and maintain reasonable accounting, internal control and financial reportin~ standards in conformity with generally accepted accounting principles established by the American Institute of Certified Public Accountants (AICPA) and to the satisfaction of ADMINISTRATOR. 24.2 Participant Records: 24.2,1 CONTRACTOR shall prepare and maintain accurate and complete records of clients served, and dates and type of services provided under the terms of this Agreement in a form acceptable to ADMINISTRATOR. 24.2,2 All client records related to services provided under the terms of this Agreement shall be retained by CONTRACTOR for a minimum of four (4) years from the date of final payment under this Agreement or until all pending COUNTY, State and Federal audits are completed, whichever is later, Notwithstanding anything to the contrary. CONTRACTOR shall relinquish control with in accordance with Subparagraph 37,2, upon termination of this Agreement, respect to client records to COUNTY 24.2,3 COUNTY may refuse payment for a claim if client records are determined by COUNTY to be incomplete or inaccurate, In the event client records are determined to be incomplete or inaccurate after payment has been made, COUNTY may treat such payment as an overpayment within the provisions of this Agreement. 24.3 Inspections and Audits: 24.3.1 The Department of Health and Human Services, Comptroller General of the United States, Director of the California Department of Social (WSH0403) 28 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Services, State Auditor-General. ADMINISTRATOR, COUNTY'~ Auditor-Controller and Internal Audit Department, or any of their authorized representatives. shall have access to any books, documents, papers and records, including medical records, of CONTRACTOR which any of them may determine to be pertinent to this Agreement for the purpose of financial monitoring, Further. all the above mentioned persons have the right at all reasohable times to inspect or otherwise evaluate the work performed or being performed under this Agreement and the premises in which it is being performed. 24.3,2 CONTRACTOR shall make available its books and financial records within the borders of Orange County within ten (10) days after receipt of written demand by ADMINISTRATOR. 24,3.3 In the event CONTRACTOR does not make available its books and financial records within the borders of Orange County, CONTRACTOR agrees to pay all necessary and reasonable expenses incurred by COUNTY, or COUNTY's designee, necessary to obtain CONTRACTOR's books and financial records, 24.3.4 CONTRACTOR shall pay to COUNTY the full amount of COUNTY's liability to the State or Federal government or any agency thereof resulting disallowances or other audit exceptions to the extent that such is attributable to CONTRACTOR's failure to perform under this from any liability Agreement, 25. PERSONNEL DISCLOSURE 25.1 CONTRACTOR shall make available to ADMINISTRATOR a current list of all personnel providing services hereunder, including resumes and job applications. Changes to the list will be immediately provided to ADMINISTRATOR in writing, along with a copy of a resume and/or job application. The list shall include: 25.1.1 All full or part-time staff positions by title, including volunteer positions whose direct services are required to provide the programs (WSH0403) 29 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 described herein; 25.1.2 A brief description of the functions of each position and the hours each person works each week, or for part-time personnel each day or month, as appropriate; 25.t,3 The professional degree, if applicable, and experience required for each position; and 25.1.4 The language skill, if applicable, for all personnel. 25.2 Where authorized by law, CONTPJNCTOR shall conduct criminal record background checks on all employees and/or volunteers who will provide services under this Agreement. 25.3 CONTRACTOR warrants that all persons employed or otherwise assigned by CONTRACTOR to provide services under this Agreement have satisfactory past work records and/or reference checks indicating their ability to perform the required duties and accept the kind of responsibility anticipated under this Agreement. CONTRACTOR shall maintain records of background investigations and reference checks undertaken and coordinated by CONTRACTOR for each employee and/or volunteer assigned to provide services under this Agreement for a minimum of four (4) years from the date of final payment under this Agreement or until all pending COUNTY. State and Federal audits are completed, whichever is later, and in compliance with all applicable laws, 25.4 CONTRACTOR shall immediately notify ADMINISTRATOR concerning the arrest and/or subsequent conviction, for offenses other than minor traffic offenses, of any paid employee and/or volunteer staff, when such information becomes known to CONTRACTOR, ADMINISTRATOR, in its sole discretion, may determine whether such employee and/or volunteer may continue to provide services under this Agreement and shall provide notice of such determination to CONTRACTOR in writing. CONTRACTOR's failure to comply with ADMINISTRATOR's (WSH0403) 30 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 decision shall be deemed a material breach of this AgFeement. pursuant to Paragraph 17, above. 26, CHILD AND DEPENDENT ADULT/ELDER ABUSE REPORTING CONTRACTOR shall establish a procedure acceptable to ADMINISTRATOR to ensure that all employees, volunteers, consultants, or agents performing services under this Agreement report child abus~ or neglect to a child protective agency as defined in Penal Code Section 11165.9 and dependent adult abuse as defined in Section 15630 (a) of the Welfare and Institutions Code, and elder abuse as defined in Section 15610.07 of the Welfare and Institutions Code. to an adult protection agency. CONTRACTOR shall require each employee. volunteer, consultant or agent to sign a statement acknowledging the reporting requirements as defined in Section 11166 of the California Penal Code and will comply with the provisions of the code section as it now exists or as it may hereafter be amended. 27. CONFIDENTIALITY 27.1 CONTRACTOR agrees to maintain the confidentiality of its records pursuant to Welfare and Institutions Code Sections 10850-10853, the CDSS Manual of Policies and Procedures. Division 19-000, and all other provisions of law. and regulations promulgated thereunder relating to privacy and confidentiality, as each may now exist or be hereafter amended. All records and information concerning any and all persons referred to CONTRACTOR by COUNTY or COUNTY's designee shall be considered and kept confidential by CONTRACTOR. CONTRACTOR's staff, agents, employees and volunteers. CONTRACTOR shall require all of its employees, agents, subcontractors and volunteer staff who may provide services for CONTRACTOR to sign an agreement with CONTRACTOR before commencing the provision of any services under this Agreement. to maintain the confidentiality of any and all materials and information with which they may come into contact, or the (WSH0403) 31 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 Agreement or to those specified in this Agreement as having the capacity to audit CONTRACTOR, and as to the latter, only during such audit. CONTRACTOR shall comply with any audits specified in Paragraph 24, provide reports and any ~ther information required by COUNTY in the administration of this Agreement, and as otherwise permitted by law. 27.2 CONTRACTOR shall inform all of its employees, agents, subcontractors, volunteers and partners of this provision and that any person knowingly and intentionally violating the provisions of said State law may be guilty of a crime. 27.3 CONTRACTOR agrees that any and all subcontracts entered into shall be subject to the confidentiality requirements of this Agreement. 28. COPYRIGHT ACCESS The Department of Health and Human Services, the California Department of Social Services, and COUNTY shall have a royalty-free, nonexclusive and irrevocable license to publish, translate, or use, now and hereafter, all material developed under this Agreement including those covered by copyright. 29. WAIVER No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. (WSH0403) 32 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 30. PE~Y CASH CONTRACTOR is authorized to establish a petty cash fund in an amount not to exceed two hundred and fifty dollars ($250.00). 31. PUBLICITY Information and solicitations, prepared and concerning the services provided program, wholly or in part, is government funds 32. COUNTY RESPONSIBILITIES released by CONTRACTOR, under this Agreem6nt. shall state that the funded through COUNTY, State and Federal ADMINISTRATOR will provide consultation and technical assistance, and will monitor performance of CONTRACTOR in meeting the terms of this Agreement. 33. REPORTS CONTRACTOR shall maintain records and submit reports containing such data and information regarding the performance of CONTRACTOR's services, costs or other data relating to this Agreement as may be requested by ADMINISTRATOR. upon a form approved by ADMINISTRATOR. ADMINISTRATOR may modify the provisions of this paragraph upon written notice to CONTRACTOR. 34. ENERGY EFFICIENCY STANDARDS CONTRACTOR shall comply with such mandatory standards and policies relating to energy efficiency as particularized in the State Energy Conservation Plan, (Title 24, 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 hereafter amended. 35. CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS CONTRACTOR shall be in compliance with Section 319 of Public Law 101-121 pursuant to 31 U.S.C. 1352 and the guidelines with respect to those provisions set down by the Federal Office of Management and Budget and published in the (WSH0403) 33 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Federal Register dated December 20. 1989, Volume 54, No. 2~3, pp. 52306-52332. Under these laws and regulations, it is mutually understood that any contract which utilizes federal monies in excess of $100,000 must contain and CONTRACTOR must comply with the following provisions: A. The definitions and prohibitions contained in the clause at FAR 52.203-121 Limitation on Payments to InFluence Certain Federal Transactions, included in this solicitation, are hereby incorporated by reference in paragraph (B) of this certification. B. The offeror, by signing its offer, hereby certifies to the best of his or her knowledge and belief as of December 23. 1989 that 1) No 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 on his or her behalf 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 (including profit or fee received under a covered Federal transaction) 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 on his or her behalf in connection with this solicitation, the offeror shall complete and submit, with its offer, OMB standard form LLL, Disclosure of Lobbying Activities, to the Contracting Officer; and $) He or she will include the language of this certification in all subcontract awards at any tier and require that all (WSH0403) 34 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 recipients of subcontract awards in excess of $100,000- shall certify and disclose accordingly. C. Submission of this certification and disclosure is a prerequisite for making or entering into this contract imposed by Section 1352, Title 31, United States Code. Any person who makes an expenditure prohibited under this provision or who fails to fil~ or amend the disclosure form to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such failure, 36, POLITICAL ACTIVITY 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. 37. TERMINATION PROVISIONS 37,1 ADMINISTRATOR may terminate this Agreement without penalty immediately with cause or after thirty (30) days' written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing, Cause shall be defined as any breach of contract, any misrepresentation or fraud on the part of the CONTRACTOR, Exercise by ADMINISTRATOR of the right to terminate this Agreement shall relieve COUNTY of all further obligation. 37.2 Upon termination, or notice thereof, CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, active case records, and pertinent documents. 37.3 The obligations of COUNTY under this Agreement are contingent upon the availability of Federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR's expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board (WSH0403) 35 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 of Supervisors each fiscal year this Agreement remains in 6ffect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY's maximum obligation, or modify this Agreement, without penalty, The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR shall provide CONTRACTOR with written notification of such determination. ADMINISTRATOR's decision. 38. 39. CONTRACTOR shal'l immediately comply with GOVERNING LAW This Agreement shall be governed by the laws of the State of California. SIGNATURE IN COUNTERPARTS The Parties agree that separate copies of this Agreement may be signed by each of the Parties and this Agreement will have the same force and effect as if the original had been signed by all the Parties. /// /// /// /// /// /// /// /// /// /// /// /// /// /// (April 15, 2003) (WSH0403) 36 of 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREFORE, the parties hereto have executed this Agreement in the County of Orange. California. CITY OF< SANTA ANA CITY MANAGER DAVID N. REAM By: Dated: Dated: B ~ CIT~ OF SANTA~/ CLERK OF THE COUNCIL PATRICIA E. HEALY COUNTY OF ORANGE CHAIRMAN OF THE BOARD OF SUPERVISORS Dated: SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD AI-FEST: Clerk of the Board of Superv rs Orange County, California APPROVED AS TO FORM COUNTY COUNSEL / D?UTY/ Dated: APPBOVED AS TO F©Li- E. STOR Assistant City Attorney WSH0403) 37 of 37 1 2 3 4 5 6 7 8 9 10 I1 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT A TO AGREEMENT BETWEEN COUNTY OF ORANGE AND CITY OF SANTA FOR THE PROVISION OF COMMUNITY SERVICE ACTIVITIES POPULATION TO BE SERVED 1.1 The population to be served consists of CalWORKs Welfare-To-Work (WTW) participants who: 1.1,1 Have completed their 18 or 24-month WTW time period, as applicable or are deemed suitable for this activity by the Administrator: 1.1.2 Have not found unsubsidized employment sufficient to meet minimum required hours of participation, and for whom COUNTY has certified that no job is currently available to fulfill the minimum required hours of participation: 1.1.3 Continue to meet CalWORKs financial eligibility criteria: and 1.1,4 Currently reside within the city limits of Santa Ana. CONTRACTOR agrees to serve only participants in the CalWORKs WTW 1,2 Program referred to CONTRACTOR by COUNTY under this Agreement. It is mutually understood that all services are for the purpose of WTW participants achieving self-sufficiency within the CalWORKs time constraints, 1.3 CalWORKs participants will be required to participate in Community Service activities for the required 32/35 hours, unless fewer hours of Community Service participation are required by law. (WSH0403 1 of 9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2. WORKLOAD STANDARDS 2.1 CONTRACTOR's workload goals with Agreement are as follows: 2.1,1 Each One-Stop Case Manager shall of forty (40) Community Service participants. 2.2 CONTRACTOR and ADMINISTRATOR may agree workload goals as set forth in this Paragraph, 3. SERVICES 3.1.1.1 3.1.1.2 3.1.1.3 3.1.1.4 respect to Exhibit A to this carry a maximum caseload in writing to modify 3.1 CONTRACTOR shall provide WTW participants with Community Service activities necessary to remove barriers to subsequent employment. These activities will be provided to participants referred by COUNTY by the Santa Ana Workforce Investment Board (WIB), a division of CONTRACTOR. CONTRACTOR shall cooperate with the California Department of Social Services (CDSS) on the implementation of Community Service activities to the mutual satisfaction of COUNTY and CDSS, and with any and all future requirements established by CDSS relating to calculation of required Community Service participation hours for each participant. Removal of barriers to employment shall be accomplished by a variety of methods, including but not limited to the following: 3,1,1 Working with participants, MDT and educational providers to develop job training and employment related interpersonal skills in one of the following areas identified as growth oriented; meeting an unmet community need; and in high demand for new employees: Automation Technician (Data Entry) Certified Nurse Assistant Child Care Provider (Day Care Center) Clerical 3.1.1.4.1 3.1.1.4.2 General Clerical Health Services Clerical (WSH0403) 2 of 9 1 2 3 4 5 6 7 8 9 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3.1.1.5 3.1.1.6 3.1.1.7 3.1.1.8 3.1.1.9 Domestic Care Giver Food Services Hospitality Protective Services Occupations Transportation ADMINISTRATOR may. in its sole' discretion, revise the career areas identified in this Paragraph. 3.1.2 CONTRACTOR shall make every attempt to engage participants and involve them in the development of a Community Service Plan that meets their 32/35 hour participation requirement. In formulating that plan. CONTRACTOR shall take into account the participant's Welfare-To-Work Plan. COUNTY WTW staff will retain sole responsibility for final development and approval of the participant's Community Service Plan. 3.2 COUNTY shall retain any and all rights to require preapproval by ADMINISTRATOR and/or limit any and all services provided by CONTRACTOR. Services shall be provided in accordance with ADMINISTRATOR's policies and procedures and other instructions provided by ADMINIST~TOR. 3.3 ADMINISTRATOR may. in its sole discretion, change the services required under Paragraph 3 to ensure full compliance with all requirements if the State of California Department of Social Services requires subsequent changes to the County of Orange Community Service Plan. changes to Community Service requirements under the Welfare and Institutions Code, CDSS Regulations or Manual of Policies and Procedures. 4. OTHER REQUIREMENTS 4.1 Welfare Fraud: If welfare eligibility of Supportive Services payment fraud is suspected of the participant. CONTRACTOR shall report the suspected fraud to the COUNTY or COUNTY's contracted CalWORKs Wl!~ Case Manager. (WSH0403) 3 of 9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 If service provider fraud is s~spected, in writing, the suspected fraud to the ADMINISTRATOR. 4.2 Complaint Response: CONTRACTOR shall receiving, investigating, and complaints, including Civil CON~JNCTOR shall report, develop, operate, and maintain procedures for responding to service provider and participant Rights complaints. CONTRACTOR shall provide ADMINISTRATOR, in a form approved by ADMINISTRATOR, information pertaining to such complaints within two (2) business days. 4.3 Outside Contacts: CONTRACTOR shall immediately inform COUNTY's WTW Program Manager, or a designee, of any inquiries from elected officials, their representatives. participant advocates, or the press, and immediately provide information permitting ADMINISTRATOR to respond. CONTRACTOR shall consult with COUNTY's Wll~ Program Manager, or a designee, prior to initiating contact with elected officials, their representatives, participant advocates or the press. 4.4 Utilizing Electronic Data Systems (EDS): CONTRACTOR shall use COUNTY-provided EDS to receive referrals and to record data regarding services provided. COUNTY shall provide a designated number of CONTRACTOR's personnel with sufficient training necessary to operate the equipment, track cases, generate required reports, etc. CONT~CTOR, in turn, shall provide this training to any subcontractors that will have on-line access to EDS. COUNTY shall provide and maintain the necessary data processing equipment, including personal computers. CONTRACTOR shall provide a secure location for such equipment. CONTRACTOR shall ensure that its personnel understand the uses of EDS and follow EDS procedure. /// (WSH0403) 4 of 9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 FORMS 5.1 ADMINISTRATOR shall provide CONT~CTOR with a camera-ready copy of all mandated forms. CONT~CTOR shall duplicate and distribute the forms to subcontractors as needed. 6. FACILITIES 6.1 Services under this Agreement shall be provided at: Santa Ana WORK Center 901 E. Santa Ana Blvd. Santa Ana. CA 92701 6,2 CONTRACTOR and ADMINISTRATOR may agree in writing to add, change, modify, or delete facility location(s) as necessary to best serve the needs of ADMINISTRATOR and participants. 7. CASE RECORDS 7.1 CONTRACTOR shall maintain record for each participant referred, copy case record as well, a current and complete electronic case CONTRACTOR shall also maintain a hard The contents of the hard copy case records will be in a format approved by the COUNTY and other educational providers. 7.2 Such information shall and will be uniform among subcontractors be treated as confidential and released only to ADMINISTPJNTOR as required or to others upon the written approval of ADM I N I STRATOR. 7.3 CONTP~qCTOR shall obtain and maintain in the case record a written release, on an ADMINISTRATOR approved form, from participant authorizing the exchange of confidential information among CONTRACTOR, MDT. and subcontractors or other educational providers, All subcontractors shall treat all confidential information in the same manner as CONTRACTOR. and in adherence to the terms of this Agreement. 8, REPORTS 8.1 CONTRACTOR shall prepare and submit to ADMINISTRATOR's designated (WSH0403) 5 of 9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 13.1.1.1 Assist participants in defining and pursuing career goals. Assess, advise and direct participants on job search techniques. Prepare written reports on placement efforts, education and work site contact, and program effectiveness. 13.1,2 Qualifications: 13.1.2.1 Knowledge of problems 'participants have seeking various alternative programs, and the employment market of Orange employment, County. 13.1,2.2 Ability to communicate effectively with participants and employers: follow up leads .on own initiative, match participant capabilities with placement opportunities and direct participants to the most appropriate placement: establish and maintain effective working relationships with employers and work site supervisors, participants, other City employees and the general public. 13.2 Fiscal Specialist 13.2.1 Duties: 13.2.1.1 Authorize payments of invoices: enter and maintain payroll records: prepare contracts for all programs: monitor program operators for fiscal compliance, 13.2.2 Qualifications: 13,2,2.1 Minimum of one (1) year experience in accounting, budgeting or monitoring/analyzing funding programs, and graduation from an accredited four-college or university with a degree in accounting, finance, business administration, or related field. /// /// /// (April 15, 2003) (WSH0403) 9 of 9