Attachment_A_-_LSCP_Model_Contract_and_Scope_of_Work.pdf

County of Orange

Social Services Agency

MA-063-26011508

Licensed and Specialized Counseling Provider Services

Contract MA-063-26011508

For

Licensed and Specialized Counseling Provider Services

Between

Social Services Agency

And

TBD

MA-063-26011508

MODEL CONTRACT

MA-063-26011508

BETWEEN

COUNTY OF ORANGE

AND

<FIRST NAME><INITIAL><LAST NAME>

FOR THE PROVISION OF

LICENSED AND SPECIALIZED COUNSELING PROVIDER SERVICES

This Contract is by and between the COUNTY OF ORANGE, hereinafter referred to as

“County,” and <FIRST NAME><INITIAL><LAST NAME>, licensed by the State of California, Department of Consumer Affairs, as <LICENSE>, and doing business at <STREET>, <CITY>, CA, <ZIP>, hereinafter referred to as “Contractor.”

ATTACHMENTS

This Contract is comprised of this document and the following Attachments, which are attached hereto and incorporated by reference into this Contract:

Attachment A – Scope of Work

Attachment B – Information Technology Security Provisions

Attachment C – Information Technology Security Guidelines

Attachment D – OCSSA State Privacy and Security Provisions

RECITALS

WHEREAS, County issued a Request for Application for Licensed and Specialized

Counseling Providers Services in 2026;

WHEREAS, County desires to contract with Contractor for the provision of Licensed and

Specialized Counseling Provider Services;

WHEREAS, Contractor agrees to render such services on the terms and conditions hereinafter set forth;

WHEREAS, such contracts are authorized and provided for pursuant to California Welfare and Institutions Code Sections 16501 and 18961;

ACCORDINGLY, THE PARTIES AGREED AS FOLLOWS:

ARTICLES

MA-063-26011508

TERMS AND CONDITIONS

1. TERM

The term of this Contract shall commence on July 1, 2027, and terminate on June 30, 2030, unless earlier terminated pursuant to the Termination provisions of this Contract; 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.

This Contract may be renewed thereafter for a two-year term upon mutual agreement of both parties. The County does not have to provide a reason if it elects not to renew this Contract.

2. ALTERATION OF TERMS

A. This Contract, including any Attachment(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 Contract. No addition to, or alteration of, the terms of this Contract, whether written or verbal, are valid or binding unless made in the form of a written amendment to this Contract which is formally approved and executed by both parties.

B. The various headings, numbers, and organization herein are for the purpose of convenience only and shall not limit or otherwise affect the Contract.

3. STATUS OF CONTRACTOR

A. 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 Contract. 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.

B. Contractor, its agents, and employees shall not be entitled to any rights and/or privileges of County employees, and shall not be considered in any manner to be County employees.

C. Contractor certifies it is in compliance with County of Orange Local Small Business

Preference requirements at the time this Contract is executed. [Delete this subparagraph if the contractor was not selected as an OCLSB during a competitive solicitation.]

D. Contractor certifies it is in compliance with Disabled Veteran Business Enterprise requirements at the time this Contract is executed. [Delete this subparagraph if the contractor was not selected as a DVBE during a competitive solicitation.]

4. DESCRIPTION OF SERVICES

A. Contractor agrees to provide those services, facilities, equipment, and supplies, as described in Attachment A to the Contract between County of Orange and <FIRST

MA-063-26011508

NAME><INITIAL><LAST NAME>, for the Provision of Licensed and Specialized

Counseling Provider Services, attached hereto and incorporated herein by reference.

B. Upon the request of County, Contractor shall send appropriate staff to attend an orientation session and subsequent training sessions given by County.

5. COMPLIANCE WITH LICENSING STANDARDS AND LAWS

A. Contractor warrants that it and its personnel, described in the Personnel Disclosure paragraph of this Contract, who are subject to individual registration and/or licensing requirements, have all necessary licenses and permits required by the laws of the United

States, State of California (hereinafter referred to as “State”), County of Orange, and all other appropriate governmental agencies to perform the services described in this Contract, and agrees to maintain, and require its personnel to maintain, these licenses and permits in effect for the duration of this Contract. 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. Contractor must notify County within one business day of any change in license or permit status (e.g., becoming expired, inactive, etc.).

B. 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 (collectively “laws”), including, but not limited to, those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor acknowledges that County is relying on Contractor to ensure such compliance, and pursuant to the requirements of the Insurance and Indemnification section, 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.

Contractor shall remain in compliance and in good standing, maintaining current and active business entity and/or nonprofit registration status, with all applicable federal, state and local registration requirements at the time of execution of the contract through the duration of the term of the Contract, and shall provide annual confirmation of current and active status to County through the term of the Contract.

In the performance of this Contract, Contractor shall comply with all applicable provisions of the California Welfare and Institutions Code (WIC); Title 45 of the Code of Federal

Regulations (CFR); implementing regulations under 2 CFR Part 200, Uniform

Administrative Requirements, Cost Principles, and Audit Requirements for Federal

Awards; and all applicable laws and regulations of the United States, State of California, County of Orange, and County of Orange Social Services Agency, and all administrative regulations, rules, and policies adopted thereunder, as each and all may now exist or be hereafter amended.

6. DELEGATION AND ASSIGNMENT/CHANGE OF OWNERSHIP

A. Delegation and Assignment

MA-063-26011508

1. In the performance of this Contract, Contractor may neither delegate its duties or obligations nor assign its rights, either in whole or in part, without the prior written consent of County. Any attempted delegation or assignment without prior written consent shall be void. The transfer of assets in excess of 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 Contract requiring County approval.

2. County reserves the right to immediately terminate the Contract in the event County determines that the assignee is not qualified or otherwise acceptable to County for the provision of services under the Contract.

7. SUBCONTRACTS

No performance of this Contract or any portion thereof may be subcontracted or otherwise delegated by Contractor, in whole or in part, without first obtaining the prior express written consent of County. Any attempt by Contractor to subcontract or delegate any performance of this

Contract without the prior express written consent of County shall be invalid and shall constitute a material breach of this Contract, and any attempted assignment or delegation in derogation of this Paragraph shall be void. In the event that Contractor is authorized by County to subcontract, this Contract shall take precedence over the terms of the agreement between Contractor and subcontractor, and any agreement between Contractor and a subcontractor shall incorporate by reference the terms of this Contract. Contractor shall remain responsible for the performance of this Contract and indemnification of County notwithstanding the County’s consent to Contractor’s request for approval of a subcontractor. Under no circumstances shall County be required to directly monitor the performance of any subcontractor. All work performed by a subcontractor must be monitored by Contractor and must meet the approval of the County of Orange pursuant to the terms of this Contract.

8. FORM OF BUSINESS ORGANIZATION/NAME CHANGE

A. Form of Business Organization

1. Upon the request of County, Contractor shall prepare and submit, within thirty (30) days thereafter, an affidavit executed by persons satisfactory to County, containing, but not limited to, the following information:

a. The form of Contractor’s business organization, i.e., proprietorship, partnership, corporation, etc.

b. A detailed statement indicating the relationship of Contractor, by way of ownership or otherwise, to any parent organization or individual.

c. A detailed statement indicating the relationship of Contractor to any subsidiary business organization or to any individual who may be providing services, supplies, material, or equipment to Contractor or in any manner does business with

Contractor under this Contract.

B. Change in Form of Business Organization

MA-063-26011508

1. If, during the term of this Contract, the form of Contractor’s business organization changes, or the ownership of Contractor changes, or when changes occur between

Contractor and other businesses that could impact services provided through this

Contract, Contractor shall promptly notify County, 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 Contract.

C. Name Change

1. Contractor must notify County, in writing, of any change in Contractor's status with respect to name changes that do not require an assignment of the Contract. While

Contractor is required to provide name change information without prompting from the

County, Contractor must also provide an update to County of its status upon request by

County.

9. NON-DISCRIMINATION

A. In the performance of this Contract, Contractor agrees that it shall not engage nor employ any unlawful discriminatory practices in the admission of clients, provision of services or benefits, assignment of accommodations, treatment, evaluation, employment of personnel, or in any other respect, on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military and veteran status, or any other protected group, in accordance with the requirements of all applicable federal or State laws.

B. Contractor shall furnish any and all information requested by County and shall permit

County access, during business hours, to books, records, and accounts in order to ascertain

Contractor’s compliance with this Non-Discrimination provision of this Contract.

C. Non-Discrimination in Employment

1. Contractor shall comply with Executive Order 11246, entitled “Equal Employment

Opportunity,” as amended by Executive Order 11375, and as supplemented in

Department of Labor regulations (Title 41 CFR Part 60).

2. 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 race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military and veteran status, or any other protected group, in accordance with the requirements of all applicable federal or State laws. Notices describing the provisions of the equal opportunity clause shall be posted in a conspicuous place for employees and job applicants.

3. Contractor shall refer any and all employees desirous of filing a formal discrimination complaint to:

State of California, Civil Rights Department

651 Bannon Street, Suite 200

MA-063-26011508

Sacramento, CA 95811

Telephone: (800) 884-1684

(800) 700-2320 (TTY)

A. Non-Discrimination in Service Delivery

1. Contractor shall comply with Titles 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 7 CFR section 272.6; Title II of the Americans with Disabilities Act of 1990, as amended; California Civil Code Section 51 et seq., as amended; California

Government Code (CGC) Sections 11135-11139.5, as amended; CGC Section 12940

(c), (h), (i), and (j); CGC Section 4450; Title 22, California Code of Regulations (CCR)

Sections 98000-98413; the Dymally-Alatorre Bilingual Services Act (CGC Section

7290-7299.8); Section 1808 of the Removal of Barriers to Interethnic Adoption Act of

1996; and other applicable federal and State laws, as well as their implementing regulations (including Title 45 CFR Parts 80, 84, and 91; Title 7 CFR Part 15; and Title

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 implement any administrative methods or procedures which would have a discriminatory effect or which would violate the California

Department of Social Services (CDSS) Manual of Policies and Procedures (MPP)

Division 21, Chapter 21-100. If there are any violations of this Paragraph, CDSS shall have the right to invoke fiscal sanctions or other legal remedies in accordance with

WIC Section 10605, or CGC 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 this Non-Discrimination section of this Contract.

2. Contractor shall provide any and all clients desirous of filing a formal complaint any and all information as appropriate:

a. Pamphlet: “Your Rights Under California Welfare Programs” (PUB 13)

b. Discrimination Complaint Form

c. Civil Rights Contacts

County Civil Rights Contact:

Orange County Social Services Agency

Program Integrity

Attn: Civil Rights Coordinator

P.O. Box 22001

Santa Ana, CA 92702-2001

Telephone: (714) 438-8877

State Civil Rights Contact:

California Department of Social Services

Civil Rights Bureau

MA-063-26011508

P.O. Box 944243, M/S 8-16-70

Sacramento, CA 94244-2430

Telephone: (916) 654-2107

Toll Free: (866) 741-6241

Federal Civil Rights Contact:

Office for Civil Rights

U.S. Department of Health and Human Services

90 7th Street, Suite 4-100

San Francisco, CA 94103

Customer Response Center: (800) 368-1019

d. The following websites provide Civil Rights information, publications and/or forms:

i. https://www.cdss.ca.gov/Portals/9/FMUForms/M-

P/PUB470.pdf?ver=2021-05-10-164956-817 (Pub 470 - Your rights Under

Adult Protective Services)

ii. http://www.cdss.ca.gov/inforesources/Civil-Rights/Your-Rights-Under-

California-Welfare-Program (Pub 13 – Your Rights Under California

Welfare Programs)

iii. http://ssa.ocgov.com/about/services/contact/complaints/comply [Social

Services Agency (SSA) Contractor and Vendor Compliance page]

10. NOTICES

All notices, requests, claims, correspondence, reports, statements authorized or required by this

Contract, and/or other communications shall be addressed as follows:

County:

County of Orange, Social Services Agency

Contracts Services

500 N. State College Blvd., Suite 100

Orange, CA 92868

Contractor:

[Contractor's Name]

[Mailing Address]

[City, State, Zip Code]

All notices shall be deemed effective when in writing and when:

A. Deposited in the United States mail, first class postage prepaid and addressed as shown above;

B. Sent by Email;

https://www.cdss.ca.gov/Portals/9/FMUForms/M-P/PUB470.pdf?ver=2021-05-10-164956-817 https://www.cdss.ca.gov/Portals/9/FMUForms/M-P/PUB470.pdf?ver=2021-05-10-164956-817 http://www.cdss.ca.gov/inforesources/Civil-Rights/Your-Rights-Under-California-Welfare-Programs http://www.cdss.ca.gov/inforesources/Civil-Rights/Your-Rights-Under-California-Welfare-Programs http://ssa.ocgov.com/about/services/contact/complaints/comply

MA-063-26011508

C. Faxed and transmission confirmed; or

D. Accepted by U.S. Postal Services Express Mail, Federal Express, United Parcel Service, or any other expedited delivery service.

The parties each may designate by written notice from time to time, in the manner aforesaid, any change in the address to which notices must be sent.

11. NOTICE OF DELAYS

Except as otherwise provided under this Contract, when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Contract, that party shall, within one business day, give notice thereof, including all relevant information with respect thereto, to the other party.

12. INDEMNIFICATION

Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold U.S.

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 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.

13. INSURANCE

General Insurance Requirements

A. Prior to the provision of services under this Contract, the Contractor agrees to carry all required insurance at Contractor’s expense, including all endorsements required herein.

Contractor agrees to keep such insurance coverage current, provide Certificates of

Insurance, and endorsements to the County during the entire term of this Contract.

B. 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. Any failure on the part of the County to monitor or enforce compliance with any of the insurance requirements shall not be construed as a waiver of any required insurance provisions herein.

Evidence of Insurance

A. Insurance certificates and all endorsements shall be forwarded to the County agency/department. The name of the Insured Party on the Certificate of Insurance shall match the name of the Contractor identified in the Contract.

MA-063-26011508

B. If the Contractor fails to provide the insurance certificates and endorsements within seven

(7) days of notification by County Executive Office/Procurement or the agency/department procurement division, award may be made to the next qualified supplier.

C. Failure to maintain and/or provide evidence of insurance acceptable to the County for the full term of this Contract shall constitute a material breach, upon which the County may terminate this Contract.

Cancellation and Changes in Insurance

A. Contractor shall provide thirty (30) days prior written notice to the County of any policy cancellation or non-renewal and ten (10) days prior written notice where cancellation is due to 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.

B. Insurance requirements are subject to periodic review by County. County retains the right to require additional types of insurance coverage or higher limits throughout the term of this Contract. Any change will be deemed by County Risk Manager as appropriate to adequately protect County’s risk. County shall notify Contractor in writing of changes in the insurance requirements. If Contractor does not provide acceptable Certificates of

Insurance and endorsements to 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.

Subcontractor Insurance Requirements

All subcontractors performing work on behalf of Contractor pursuant to this Contract shall be included under Contractor’s insurance as an Additional Insured or shall maintain insurance subject to the same requirements as Contractor (unless specified below). Contractor shall not allow subcontractors to work if subcontractors have less than the level of coverage required by

County from Contractor under this Contract. Contractor shall provide the insurance requirements to every subcontractor and shall be responsible for verifying each subcontractor complies with the required insurance prior to allowing any subcontractor to begin work.

Evidence of subcontractor’s insurance must be maintained by Contractor through the entirety of this Contract for inspection by County at any reasonable time.

Self Insured Retention (SIR)

All SIRs shall be clearly stated on the Certificate of Insurance. Any SIR above Fifty Thousand

Dollars $50,000 shall specifically be approved by the County’s Risk Manager, or designee.

The County reserves the right to require current audited financial reports from Contractor as evidence it can support the SIR.

Qualified Insurer

The policy or policies of insurance must be issued by an insurer with a minimum rating of A-

(Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com).

Umbrella or Excess Insurance

MA-063-26011508

If Contractor utilizes combination of umbrella or excess policies to satisfy the required insurance, these policies must “follow form” and afford no less coverage than the primary policy.

Insurance Coverages and Limits

Contractor shall maintain throughout the contract the minimum limits and coverage as set forth below.

A. Commercial General Liability

Minimum limits and coverage

$1,000,000 per occurrence; $2,000,000 aggregate

Required Coverage

Shall be written on occurrence basis utilizing Insurance Services Office (ISO) form CG 00

01, or a substitute form providing liability coverage at least as broad. The Commercial

General Liability policy shall contain a severability of interests “separation of insureds” clause and include coverage for products completed operations, personal and advertising, and contractual liability.

Required Endorsements

The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:

1. An Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad naming the County of Orange, its elected and appointed officials, officers, employees, and agents as Additional Insureds, or provide blanket coverage which shall state As Required by Written Contract.

2. A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Contractor’s insurance is primary, and any insurance or self-insurance maintained by the County shall be excess and non-contributing.

B. Automobile Liability

Minimum limits and coverage

$1,000,000 combined Single Limit

Required Coverage

The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad. The policy shall include coverage for owned or scheduled (if applicable), non-owned, and hired vehicles.

C. Workers’ Compensation

Minimum limits and coverage

Statutory

MA-063-26011508

Coverage is required for all employees providing services pursuant to the Contract.

Worker’s Compensation coverage shall meet all the requirements of the State of California

Labor Code.

Required Endorsements

The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, employees, and agents or provide blanket coverage, which will state As

Required by Written Contract.

If Contractor has no employees, it may certify to County that it does not currently have any employees or individuals who are defined as “employees” under the Labor Code by signing a County waiver. The waiver shall be reviewed and will require approval from the County

Risk Manager or designee.

D. Employers Liability Insurance

Minimum limits and coverage

$1,000,000 per accident or disease

E. Network Security & Privacy Liability

Minimum limits and coverage

$1,000,000 per claims-made

Coverage may be standalone or combined with a Cyber Liability policy. If combined, the

Certificate of Insurance must indicate “Network Security & Privacy Liability” with the required limits shown.

The policy shall include coverage to sufficiently cover all the actions of the Contractor including but not limited to claims for Network Security, Privacy Liability, Media

Liability, Cyber Extortion, Regulatory Proceeding, Data Breach, System Failure, Electronic Data Recovery, and Payment Card Industry Data Security Standard (PCI-DSS), and Social Engineering. Coverage shall also include breach response costs, credit monitoring and regulatory fines.

Claims-Made Coverage

If Contractor’s Network Security & Privacy Liability is a “Claims-Made” policy, Contractor shall agree to the following:

1. The retroactive date must be shown and must be before the date of the Contract or the beginning of Contract services.

2. Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after expiration or earlier termination of Contract services.

3. If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the Contract services, Contractor must purchase a claim extended reporting period for a minimum of three

(3) years after expiration of earlier termination of the Contract services.

MA-063-26011508

F. Professional Liability

Minimum limits and coverage

$1,000,000 per claims-made or occurrence; $1,000,000 aggregate

Coverage for all claims from any actual or alleged negligent act, error, or omission related to professional services required under this Contract. Coverage may be standalone or combined with another Liability policy. If combined, the total combined limit shall be the same or greater than if the policies were separate.

Claims-Made Coverage

If Contractor's Professional Liability is a "Claims-Made" policy, Contractor shall agree to the following:

1. The retroactive date must be shown and must be before the date of the Contract or the beginning of Contract services.

2. Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after expiration or earlier termination of Contract services.

If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the contract services, Contractor must purchase a claim extended reporting period for a minimum of three (3) years after expiration of earlier termination of the Contract services.

G. Sexual Abuse and Molestation

Minimum limits and coverage

$1,000,000 per occurrence

Required Coverage

Coverage must be written on a Per Occurrence form and may be standalone or combined with any other Liability policy. If combined, the total combined limit shall be the same or greater than if the policies were separate.

If coverage is written on a Claims Made basis, Contractor shall agree to the following:

1. The retroactive date must be shown and must be before the date of the Contract or the beginning of the Contract services.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five years after expiration or earlier termination of Contract services.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the contract services, Contractor must purchase a claim extended reporting period for a minimum of five years after the expiration of earlier termination of the Contract.

MA-063-26011508

14. NOTICE OF LITIGATION, INCIDENTS, CLAIMS, OR SUITS

Contractor shall report to County, in writing within 24 hours of occurrence, the following:

A. Any instance in which Contractor becomes a party to any litigation against County, or a party to litigation that may reasonably affect Contractor’s performance under this Contract.

While Contractor is required to provide this information without prompting from County, any time there is a change to Contractor’s litigation status, Contractor must also provide an update to County whenever requested by County.

B. Any accident or incident relating to services performed under this Contract that involves injury or property damage which may result in the filing of a claim or lawsuit against

Contractor and/or County.

C. Any third-party claim or lawsuit filed against Contractor arising from or relating to services performed by Contractor under this Contract.

D. Any injury to an employee of Contractor that occurs on County property.

E. Any loss, disappearance, destruction, misuse or theft of any kind whatsoever of County property, monies or securities entrusted to Contractor under the term of this Contract.

F. Any Notice of Contract Breach, or equivalent, received from any entity for whom

Contractor is providing the same or similar services, under a written contract, regardless of service location or jurisdiction.

15. CONFLICT OF INTEREST

A. 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, Contractor’s officers, directors, employees, agents, and subcontractors associated with accomplishing work and services hereunder. Contractor’s efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers from acting in the best interests of County.

B. Contractor shall notify County, in writing, of any potential or actual conflicts of interest between Contractor and County that may arise prior to, or during the period of, Contract performance, including, but not limited to, whether any known County public officer’s child is an officer or director of, or has an ownership interest of 10 percent or more in, Contractor. While Contractor will be required to provide this information without prompting from County any time there is a change regarding conflict of interest, Contractor must also provide an update to County upon request by County.

C. County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. Contractor shall not, during the period of this

Contract, employ any County employee for any purpose.

MA-063-26011508

16. ANTI-PROSELYTISM PROVISION

No funds provided directly to institutions or organizations to provide services and administer programs under Title 42 United States Code (USC) Section 604a(a)(1)(A) shall be expended for sectarian worship, instruction, or proselytization, except as otherwise permitted by law.

17. SUPPLANTING GOVERNMENT 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 payment 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 purposes of obtaining federal, State, or County funds under any federal, State, or County program without prior written approval of County.

18. BREACH SANCTIONS

A. Failure by 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, County may, and in addition to immediate termination and any other remedies available at law, in equity, or otherwise specified in this Contract:

1. Afford Contractor a time period within which to cure the breach, which period shall be established by County; and/or

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

3. Offset against any monies billed by Contractor but yet unpaid by County those monies disallowed pursuant to Subparagraph 18.A.2 above.

B. County will give Contractor written notice of any action pursuant to this Paragraph, which notice shall be deemed served on the date of mailing.

19. PAYMENTS

A. Allowable Costs and Usage

During the term of this Contract, County shall pay Contractor monthly in arrears, one-hundred fifty dollars ($150) per counseling hour for each referral subject to any exclusions or limitations specified in the Scope of Work. No guarantee is given by County to

Contractor regarding usage of this Contract. Contractor agrees to supply the services at the unit price listed above, regardless of the number of referrals from County.

B. Claims

1. Contractor shall submit monthly claims to be received by County no later than the 20th calendar day of the month for expenses incurred in the preceding month, except as detailed below in Subparagraph 19.B.4. In the event the 20th calendar day falls on a weekend or County holiday, Contractor shall submit the claim the next business day.

MA-063-26011508

County holidays include New Year’s Day, Martin Luther King Jr. Day, President

Lincoln’s Birthday, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Native American Day, Veterans Day, Thanksgiving Day, Friday after Thanksgiving

Day, and Christmas Day.

2. All claims must be submitted on a form approved by County. County may require

Contractor to submit supporting source documents with the monthly claim, 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. Source documents that Contractor must submit shall be determined by County and/or County's Auditor-Controller. Contractor shall retain all financial records in accordance with Paragraph 23 of this Contract.

3. Payments should be released by County within a reasonable time period of approximately 30 days after receipt of a correctly completed claim form and required supporting documentation.

4. Year-End and Final Claims

a. During each County fiscal year, July 1 through June 30, covered under the term of this Contract, County may establish two billing periods (June 1st through June 15th and June 16th through June 30th) for the month of June, which shall require

Contractor submit separate invoice claims for each billing period. In the event

County determines a need for two billing periods during any or all County fiscal years, County will provide written notification to Contractor by the 15th of May of each corresponding fiscal year, which will inform Contractor of applicable invoice claim deadlines.

b. Contractor shall submit a final claim for each County fiscal year, July 1 through

June 30, covered under the term of this Contract, as stated in Paragraph 1, by no later than August 30th of each corresponding County fiscal year. Claims received after August 30th of each corresponding County fiscal year may, at County’s sole discretion, not be reimbursed. County may modify the date upon which the final claim per each County fiscal year must be received, upon written notice to

Contractor.

c. The basis for final settlement shall be the actual allowable costs as defined in Title

45 CFR and 2 CFR, Part 200, incurred and paid by Contractor pursuant to this

Contract; limited, however, to the maximum funding 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 business days of notice from County. Nothing herein shall be construed as limiting the remedies of

County in the event an overpayment has been made.

20. OVERPAYMENTS

Any payment(s) made by County to Contractor in excess of that to which Contractor is entitled under this Contract shall be repaid to County, in accordance with any applicable regulations and/or policies in effect during the term of this Contract, or as established by County procedure. Any

MA-063-26011508

overpayments made by County which result from a payment by any other funding source shall be repaid, at the discretion of County, to County or the funding source. Unless earlier repaid, Contractor shall make repayment within 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 30 days thereafter and prior to any administrative appeal process. Contractor agrees to pay all costs incurred by County necessary to enforce the provisions set forth in this Paragraph.

21. OUTSTANDING DEBT

Contractor shall have no outstanding debt with County, or shall be in the process of resolving outstanding debt to County’s satisfaction, prior to entering into and during the term of this

Contract.

22. REVENUE

A. Whenever Contractor receives any money specifically designated for use in programs funded through this Contract, such monies shall be considered to be a cost off-set and treated as a reduction against the amount claimed by Contractor.

B. Contractor is not required to apply grants or gifts which are unrestricted in use to any cost or expense of Contractor in which County participates.

C. Contractor may establish and utilize a sliding fee schedule, approved by County, to determine client fees for services provided. However, Contractor shall not refuse services to clients referred by County because of inability or unwillingness to pay said fees.

D. Contractor shall make every reasonable effort to collect all available third-party reimbursement for which client may be eligible. Public and private insurance carriers shall be billed on the basis of Contractor’s customary charges, if applicable.

E. Fees and revenues received by Contractor from or on behalf of clients, including from public or private insurance carriers, shall be deducted from any billings to County and shall reduce any obligation of County under this Contract.

23. RECORDS, INSPECTIONS AND AUDITS

A. Financial Records

1. Contractor shall prepare and maintain accurate and complete financial records.

Financial records shall be retained by Contractor for a minimum of five years from the date of final payment under this Contract, or until all pending County, State, and federal audits are completed, whichever is later.

2. Contractor shall establish and maintain reasonable accounting, internal control, and financial reporting standards in conformity with generally accepted accounting principles established by the American Institute of Certified Public Accountants and to the satisfaction of County.

B. Client Records

MA-063-26011508

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 Contract in a form acceptable to County.

2. Contractor shall keep all County data provided to Contractor during the term(s) of this

Contract for a minimum of five years from the date of final payment under this

Contract, or until all pending County, State, and federal audits are completed, whichever is later. These records shall be stored in Orange County, unless Contractor requests and County provides written approval for the right to store the records in another county. Notwithstanding anything to the contrary, upon termination of this

Contract, Contractor shall relinquish control with respect to County data to County in accordance with the Termination provisions of this Contract.

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 Contract.

C. Public Records

1. To the extent permissible under the law, all records, including, but not limited to, reports, audits, notices, claims, statements, and correspondence, required by this

Contract, may be subject to public disclosure. County will not be liable for any such disclosure.

D. Inspections and Audits

1. The U.S. Department of Health and Human Services, Comptroller General of the

United States, Director of CDSS, State Auditor-General, County, County’s 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

Contract. Further, all the above-mentioned persons have the right at all reasonable times to inspect or otherwise evaluate the work performed or being performed under this Contract and the premises in which it is being performed.

2. Contractor shall make its books and records available within the borders of Orange

County within 10 days of receipt of written demand by County.

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 records.

4. Contractor shall pay to County the full amount of County’s liability to the State or

Federal Government or any agency thereof resulting from any disallowances or other audit exceptions to the extent that such liability is attributable to Contractor’s failure to perform under this Contract.

MA-063-26011508

E. Evaluation Studies: Contractor shall participate, as requested by County, in research and/or evaluative studies designed to show the effectiveness and/or efficiency of Contractor’s services or provide information about Contractor’s project.

24. PERSONNEL DISCLOSURE

A. This Paragraph applies to all of Contractor's personnel providing services through this

Contract, paid and unpaid, including those identified in the Staffing section of this Contract

(hereinafter referred to as “Personnel”).

B. Contractor shall make available to County a current list of all Personnel providing services hereunder, including résumés and job applications. Changes to the list will be immediately provided to County, in writing, along with a copy of a résumé and/or job application.

C. Where authorized by law, and in a manner consistent with California Government Code

Section 12952, Contractor shall require prospective Personnel to provide detailed information regarding the conviction of a crime, by any court, for offenses other than minor traffic offenses. Information discovered subsequent to the hiring or promotion of any prospective Personnel shall be cause for termination from the performance of services under this Contract.

D. Where authorized by law, Contractor shall conduct, at no cost to County, a clearance on the following public websites of the names and dates of birth for all Personnel who will have direct, interactive contact with clients served through this Contract: U.S. Department of Justice National Sex Offender Website (www.nsopw.gov) and Megan’s Law Sex

Offender Registry (www.meganslaw.ca.gov).

E. Where authorized by law, Contractor shall conduct, at no cost to County, a criminal record background check on all Personnel who will have direct, interactive contact with clients served through this Contract. Background checks conducted through the California

Department of Justice shall include a check of the California Central Child Abuse Index, when applicable. Candidates will satisfy background checks consistent with this Paragraph and their performance of services under this Contract.

F. Contractor shall ensure that clearances and background checks described above in

Subparagraphs 24.D and 24.E are completed prior to Contractor’s Personnel providing services under this Contract.

G. In the event a record is revealed through the processes described in above Subparagraphs

24.D and 24.E, County will be available to consult with Contractor on appropriateness of

Personnel providing services through this Contract.

H. Contractor warrants that all Personnel assigned by Contractor to provide services under this Contract 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 Contract. Contractor shall maintain records of background investigations and reference checks undertaken and coordinated by Contractor for Personnel assigned to provide services under this Contract, for a minimum of five years from the date of final payment under this Contract, or until all pending County, State, and federal audits are completed, whichever is later, in compliance with all applicable laws.

MA-063-26011508

I. Contractor shall immediately notify County concerning the arrest and/or subsequent conviction, for offenses, other than minor traffic offenses, of any Personnel performing services under this Contract, when such information becomes known to Contractor. County may determine whether such Personnel may continue to provide services under this

Contract and shall provide notice of such determination to Contractor in writing.

Contractor’s failure to comply with County’s decision shall be deemed a material breach of this Contract, pursuant to the Breach Sanctions section of this Contract.

J. County has the right to approve or disapprove all of Contractor’s Personnel performing work hereunder, and any proposed changes in Contractor’s Personnel.

K. County shall have the right to require Contractor to remove any Personnel from the performance of services under this Contract. At the request of County, Contractor shall immediately replace said Personnel.

L. Contractor shall notify County immediately when Personnel is terminated for cause from working on this Contract.

M. Disqualification, if any, of Contractor Personnel, pursuant to this Paragraph shall not relieve Contractor of its obligation to complete all work in accordance with the terms and conditions of this Contract.

25. EMPLOYMENT ELIGIBILITY VERIFICATION

As applicable, 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. Contractor shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by federal or

State statutes and regulations including, but not limited to, the Immigration Reform and Control

Act of 1986, Title 8 USC Section 1324 et seq., as they currently exist and as they may be hereafter amended. Contractor shall retain all such documentation for all covered employees for the period prescribed by the law. Contractor shall indemnify, defend with counsel approved in writing by

County, and hold harmless, County, and its agents, officers and employees from employer sanctions and any other liability which may be assessed against Contractor or County or both 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…