Model_Contract_-_RFP_012-2751004-CW.pdf

County of Orange OC Community Resources

MA-012-XXXXXXXX

Special Projects Related to Workforce Development

Services

Contract MA-012-XXXXXXXX

For

Special Projects Related to Workforce Development Services

Between

OC Community Resources

And

TBD

MA-012-XXXXXXXX

Special Projects Related to Workforce Development

CONTRACT

MA-012-XXXXXXXX

BETWEEN

County of Orange

AND

TBD

FOR

Special Projects Related to Workforce Development Services

THIS Contract MA-012-XXXXXXXX for Special Projects Related to Workforce Development Services (Contract) is made and entered into as of the date fully executed by and between the County of Orange, a political subdivision of the State of California (“County”), and TBD, a TBD (Contractor/Subrecipient), with County and Contractor/Subrecipient, D-U-N-S No. TBD and UEI No.

TBD, sometimes referred to as Party or collectively as Parties.

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 Services

Attachment B – Payment and Compensation

Attachment C – Budget Schedule

Attachment D – Staffing Plan

Attachment E – Federal Award Identification Number

Exhibit 1 – Drug Free Workplace Certification

Exhibit 2 – Debarment and Suspension Certificate

Exhibit 3 – Certification Regarding Lobbying

Exhibit 4 – Disclosure Form to Report Lobbying

Exhibit 5 – OC Community Resources Contract Reimbursement Policy

Exhibit 6 – Commission to End Homelessness Homeless Service System Pillars Attestation

RECITALS

WHEREAS, Congress has enacted the "Workforce Investment Act of 1998," subsequently reauthorized on July 22, 2014 as the Workforce Innovation and Opportunity Act ("WIOA"), hereinafter referred to as "the Act," to provide workforce innovation activities, through statewide and local workforce investment systems, that increase employment, retention and earnings of participants, and increase occupational skill attainment by participants, and, as a result, improve the quality of the workforce and enhance the productivity and competitiveness of the Nation; and

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WHEREAS, County and Contractor/Subrecipient accepts the State of California Employment Development Department Workforce Services Directive dated February 13, 2020, Number WSD20-01; and

WHEREAS, County, acting as the Administrator of the Act funds, is empowered to make a portion of the funds available pursuant to the Act (“grant funds”) to Subrecipient, for the purpose of implementing the provisions of the Act; and

WHEREAS, Contractor/Subrecipient and County are entering into this Contract for Special Projects Related to Workforce Development Services under a firm fixed fee/cost reimbursement usage Contract;

and, WHEREAS, County solicited Contract for Special Projects Related to Workforce Development Services as set forth herein, and Contractor/Subrecipient represented that it is qualified to provide Special Projects Related to Workforce Development Services to the County as further set forth here; and, WHEREAS, Contractor/Subrecipient agrees to provide Special Projects Related to Workforce Development Services to the County as further set forth in the Scope of Services, attached hereto as Attachment A; and, WHEREAS, County agrees to pay Contractor/Subrecipient based on the schedule of fees set forth in Payment and Compensation, attached hereto as Attachment B; and, WHEREAS, Contractor/Subrecipient received notification of the Budget Schedule, attached hereto as Attachment C; and

WHEREAS, Contractor/Subrecipient agrees to manage allotted funding set forth in the Staffing Plan, attached hereto as Attachment D; and

WHEREAS, Contractor/Subrecipient agrees to meet the requirements set forth in the Federal Award Identification Number, attached hereto as Attachment E; and

WHEREAS, the County Board of Supervisors has authorized the Procurement Officer or designee to enter into a Contract for Special Projects Related to Workforce Development Services with the Subrecipient to carry out certain program services and activities within Fiscal Years 2024-2025; and, NOW, THEREFORE, the Parties mutually agree as follows:

DEFINITIONS

“Administrator” means the Executive Director, of Orange County Community Investment Division (“CID”), as subdivision within the Orange County Community Services (“OCCS”) department, or designee thereof.

“Agency” shall mean any County Agency requesting Services of Subrecipient.

“Contract” shall mean the legal agreement executed between County and Subrecipient. Contract shall include all documents, terms, conditions, specifications, Scope of Services, and amendments.

“Contract Administrator” means the designated Manager, a Deputy Purchasing Agent (“DPA”) within the Contract Development and Management (“CDM”) team, who shall administer the contractual responsibilities for this Contract and manage all contractual changes as necessary or reasonable to comply with County Policies.

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"County” shall mean the County of Orange, a political subdivision of the State of California

“County Data” shall mean all County and County-related records and information available to the Subrecipient as a result of award of Contract.

“County’s Project Manager” means the designated Manager with the County Program Management team who shall administer and monitor the services within this Contract as is necessary or reasonable to comply with County policies.

“Department” shall mean any County Department requesting Services of Subrecipient.

“Director” means the County Director of the Orange County Community Resources (“OCCR”) department.

“DPA” shall mean the Deputy Purchasing Agent assigned to this Contract.

“May” shall mean something that is not mandatory but permissible.

“Service or Services” shall mean Subrecipient’s duties, tasks and responsibilities to fulfill the requirements of this Contract, which are more specifically identified in Scope of Services.

“Shall” and “Must” shall mean a mandatory requirement. Failure to meet a mandatory requirement may result in termination for cause under this Contract.

“Should” shall mean something that is recommended but not mandatory.

“Subcontractor” shall mean a third party not directly employed by the Subrecipient who may provide Services identified in this Contract.

“Subrecipient” shall mean the individual, partnership, or corporation who is providing commodities or services under the terms and conditions set forth in this Contract. Subrecipient also includes its employees, Subcontractor(s), agents and affiliates who are providing commodities or services agreed to under this Contract.

ARTICLES

GENERAL TERMS AND CONDITIONS

1. Governing Law and Venue:

This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.

2. Entire Contract:

This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County

MA-012-XXXXXXXX

Special Projects Related to Workforce Development employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by County’s Purchasing Agent or designee.

3. Amendments:

No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing.

4. Taxes:

Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax.

Out-of-state Contractors/Subrecipients shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to Contractor/Subrecipient.

5. Delivery:

Time of delivery of commodities and services is of the essence in this Contract. County reserves the right to refuse any commodities and services and to cancel all or any part of the commodities not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed scope of work. Acceptance of any part of the order for commodities shall not bind County to accept future shipments nor deprive it of the right to return commodities already accepted at Contractor's/Subrecipient's expense. Over shipments and under shipments of commodities shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all commodities or services have actually been received and accepted in writing by County.

6. Acceptance Payment:

Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the commodities/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after satisfactory acceptance.

7. Warranty:

Contractor/Subrecipient expressly warrants that the commodities covered by this Contract are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Contractor's/Subrecipient's part to indemnify, defend and hold County and its indemnities as identified in the Insurance and Indemnification section, and as more fully described in the Insurance and Indemnification section harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by County by reason of the failure of the goods/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.

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8. Patent/Copyright Materials/Proprietary Infringement:

Unless otherwise expressly provided in this Contract, Contractor/Subrecipient shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract.

Contractor/Subrecipient warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party.

Contractor/Subrecipient agrees that, in accordance with the more specific requirement contained in the Insurance and Indemnification section, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees.

9. Assignment:

The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Contractor/Subrecipient without the express written consent of County. Any attempt by Contractor/Subrecipient to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.

10. Non-Discrimination:

In the performance of this Contract, Contractor/Subrecipient agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor/Subrecipient acknowledges that a violation of this provision shall subject Contractor/Subrecipient to penalties pursuant to Section 1741 of the California Labor Code.

11. Termination:

In addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Contract without penalty for cause or after 30 days’ written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of Contractor/Subrecipient. Exercise by County of its right to terminate Contract shall relieve County of all further obligation.

12. Consent to Breach Not Waiver:

No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

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13. Independent Contractor:

Contractor/Subrecipient shall be considered an independent contractor and neither Contractor/Subrecipient, its employees, nor anyone working under Contractor/Subrecipient shall be considered an agent or an employee of County. Neither Contractor/Subrecipient, its employees nor anyone working under Contractor/Subrecipient shall qualify for workers’ compensation or other fringe benefits of any kind through County.

14. Performance Warranty:

Contractor/Subrecipient shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to County’s satisfaction. Contractor/Subrecipient shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other commodities/services furnished by Contractor/Subrecipient under this Contract. Contractor/Subrecipient shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Contractor/Subrecipient shall be fully responsible for all work performed by subcontractors.

15. Changes:

Contractor/Subrecipient shall make no changes in the work or perform any additional work without County’s specific written approval.

16. Change of Ownership/Name, Litigation Status, Conflicts with County Interests:

Contractor/Subrecipient agrees that if there is a change or transfer in ownership of Contractor's/Subrecipient's business prior to completion of this Contract, and the County agrees to an assignment of the Contract, the new owners shall be required under terms of sale or other transfer to assume Contractor's/Subrecipient's duties and obligations contained in this Contract and complete them to the satisfaction of the County.

Notwithstanding other notice or termination provisions contained herein, County reserves the right to immediately terminate this Contract, as of the date on which the County provides written determination of termination of this Contract under this provision anytime upon or after assignment, in the event that the County determines that the assignee is not qualified or is otherwise unacceptable to the County for the provision of services or commodities under this Contract. In the event of an immediate termination under this provision, the Contractor/Subrecipient shall promptly refund the County an amount equal to the pro rata portion of any charges the County paid in advance for any remaining portion of the Contract after the date of termination. Likewise, the County shall not be liable for payment for any remaining services not yet provided and accepted by the County under this Contract after the date of termination for any payments to be made in arrears pursuant to the terms of the Contract.

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17. Force Majeure:

Contractor/Subrecipient shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Contractor/Subrecipient gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Contractor/Subrecipient avails himself of any available remedies.

18. Confidentiality:

Contractor/Subrecipient agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor/Subrecipient and Contractor's/Subrecipient's staff, agents and employees.

19. Compliance with Laws:

Contractor/Subrecipient represents and warrants that services to be provided under this Contract shall fully comply, at Contractor's/Subrecipient's expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively “laws”), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor/Subrecipient acknowledges that County is relying on Contractor/Subrecipient to ensure such compliance, and pursuant to the requirements of the Insurance and Indemnification section, Contractor/Subrecipient agrees that it shall defend, indemnify and hold County and County Indemnitees harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws.

Contractor/Subrecipient 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.

20. Freight:

Prior to County’s express acceptance of delivery of products. Contractor/Subrecipient assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under Contract.

21. Severability:

If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

22. Attorney Fees:

In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney’s fees, costs and expenses.

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23. Interpretation:

This Contract has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the parties and this Contract.

24. Employee Eligibility Verification:

Contractor/Subrecipient warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. Contractor/Subrecipient shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C.

§1324 et seq., as they currently exist and as they may be hereafter amended. Contractor/Subrecipient shall retain all such documentation for all covered employees for the period prescribed by the law.

Contractor/Subrecipient shall indemnify, defend with counsel approved in writing by County, and hold harmless, County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against Contractor/Subrecipient 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 under this Contract.

25. Audits/Inspections:

Contractor/Subrecipient agrees to permit County’s Auditor-Controller or the Auditor-Controller’s authorized representative (including auditors from a private auditing firm hired by County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor/Subrecipient for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of Contract including, but not limited to, the costs of administering Contract. County will provide reasonable notice of such an audit or inspection.

County reserves the right to audit and verify Contractor's/Subrecipient's records before final payment is made.

Contractor/Subrecipient agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor/Subrecipient agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor/Subrecipient agrees to include a similar right to County to audit records and interview staff of any subcontractor related to performance of this Contract.

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Should Contractor/Subrecipient cease to exist as a legal entity, Contractor's/Subrecipient's records pertaining to this Contract shall be forwarded to County’s project manager.

26. Contingency of Funds:

Contractor/Subrecipient acknowledges that funding or portions of funding for this Contract may be contingent upon State or Federal budget approval; receipt of funds from, and/or obligation of funds by, the State of California or Federal government to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County’s Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may terminate upon ten (10) days written notice or modify this Contract without penalty. County’s obligation to pay Contractor/Subrecipient, and Contractor's/Subrecipient's rights to be paid and/or retain amounts paid under this Contract, are contingent on the applicable funding source funding the amounts Contractor/Subrecipient submits for reimbursement under this Contract. If the County, a state or federal agency, or other funding source deems any amount paid under this Contract to be disallowed or ineligible, or if any amount paid to Contractor/Subrecipient is not funded by the funding source, or if the County is required to repay any amount to the funding source, at any time including following any audit(s), Contractor/Subrecipient shall repay the County within 30 days’ after receiving the County’s written demand for repayment

27. Expenditure Limit:

Contractor/Subrecipient shall notify County of Orange assigned Deputy Purchasing Agent in writing when the expenditures against Contract reach 75 percent of the dollar limit on Contract. County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on Contract unless a change order to cover those costs has been issued.

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INDEMNIFICATION AND INSURANCE PROVISIONS

1. Indemnification

Subrecipient agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Subrecipient pursuant to this Contract. If judgment is entered against Subrecipient and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Subrecipient and County agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment. Notwithstanding anything stated above, nothing contained herein shall relieve Subrecipient of any insurance requirements of obligations created elsewhere in this Contract.

2. General Insurance Requirements

Prior to the provision of services under this Contract, the Subrecipient agrees to carry all required insurance at Subrecipient’s expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with. Subrecipient agrees to keep such insurance coverage current, provide Certificates of Insurance, and endorsements to the County during the entire term of this Contract.

Subrecipient shall ensure that all subcontractors performing work on behalf of Subrecipient pursuant to this Contract shall be covered under Subrecipient’s insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Subrecipient. Subrecipient shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Subrecipient under this Contract. It is the obligation of Subrecipient to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Subrecipient through the entirety of this Contract for inspection by County representative(s) at any reasonable time.

All self-insured retentions (SIR)’s shall be clearly stated on the Certificate of Insurance. Any SIR in excess of 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 Subrecipient. If Subrecipient is self-insured, Subrecipient will indemnify the County for any and all claims resulting or arising from Subrecipient’s services in accordance with the indemnity provision stated in this contract.

If the Subrecipient fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract.

Qualified Insurer

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

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

If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings.

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The policy or policies of insurance maintained by the Subrecipient shall provide the minimum limits and coverage as set forth below.

Increased insurance limits may be satisfied with Excess/Umbrella policies. Excess/Umbrella policies when required must provide Follow Form coverage.

All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, employees, and agents when acting within the scope of their appointment or employment.

If any required insurance is written on a claims-made basis, Subrecipient 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 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, Subrecipient must purchase an extended reporting period for a minimum of three (3) years after expiration of earlier termination of the Contract.

Subrecipient 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.

Insurance certificates should be forwarded to the agency/department address listed on the solicitation.

If the Subrecipient fails to provide the insurance certificates and endorsements within seven (7) days of notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the next qualified vendor.

County expressly retains the right to require Subrecipient to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County.

County shall notify Subrecipient in writing of changes in the insurance requirements. If Subrecipient does not 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 Subrecipient, and County shall be entitled to all legal remedies.

The procuring of such required policy or policies of insurance shall not be construed to limit Subrecipient's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer.

3. Commercial General Liability

Minimum limits and coverage

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

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Required Coverage Forms

The Commercial General Liability 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.

Required Endorsements

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

A. 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 will state As Required by Written Contract.

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

The Commercial General Liability policy shall contain a severability of interests clause also known as a “separation of insureds” clause (standard in the ISO CG 0001 policy).

4. Automobile Liability including coverage for owned or scheduled, non-owned and hired vehicles

Minimum limits and coverage

$1,000,000 combined Single Limit

Required Coverage Forms

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.

5. Workers Compensation

Minimum limits and coverage

Statutory

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, agents, and employees or provide blanket coverage, which will state As Required by Written Contract.

6. Employers Liability Insurance

$1,000,000 per accident or disease

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7. Network Security & Privacy Liability

$1,000,000 per claims-made

Required Endorsements

The Network Security and Privacy Liability policy shall contain the following endorsements which shall accompany the Certificate of Insurance:

A. An Additional Insured endorsement naming the County of Orange, its elected and appointed officials, officers, agents, and employees as Additional Insureds for its vicarious liability.

B. A primary and non-contributory endorsement evidencing that the Subrecipient’s insurance is primary, and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing.

8. Professional Liability

Minimum limits and coverage

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

9. Sexual Misconduct

$1,000,000 per occurrence

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ADDITIONAL TERMS AND CONDITIONS

1. Scope of Contract:

This Contract specifies contractual terms and conditions by which County will procure Special Projects Related to Workforce Development Services Items from Contractor/Subrecipient as further detailed in the Scope of Services, identified and incorporated herein by this reference as “Attachment A”.

2. Term of Contract:

The initial term of this Contract shall become effective Tuesday, July 1, 2025 and shall continue for one

(1) calendar year, unless otherwise terminated as provided herein. This Contract may be renewed as set forth in Article titled "Renewal" below.

3. Renewal:

This Contract may be renewed by mutual written agreement of both Parties for three (3) years. The County does not have to give reason if it elects not to renew. Renewal periods may be subject to approval by the County of Orange Board of Supervisors.

4. Aggregate Contract:

This is an Aggregate Contract with TBD with an Aggregate Contract Amount not to exceed TBD.

Approval by the Board of Supervisors is required for all service contract contracts where for any year of the contract, the annual value to any one contractor exceeds $200,000

Approval by the Board of Supervisors is required for all service contracts where the total contract value exceeds or is anticipated to exceed $1,000,000 when all contract years are taken into consideration for multi-year contracts

5. Adjustments – Scope of Services:

No adjustments made to the Scope of Services will be authorized without prior written approval of County assigned Deputy Purchasing Agent.

6. Bills and Liens:

Contractor/Subrecipient shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Contractor/Subrecipient shall not permit any lien or charge to attach to the work or the premises, but if any does so attach, Contractor/Subrecipient shall promptly procure its release and, in accordance with the requirements of Article “Indemnification” above, indemnify, defend, and hold County harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto.

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7. Breach of Contract:

The failure of Contractor/Subrecipient to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:

a. Terminate Contract immediately, pursuant to the General Terms and Conditions section, "Termination" Article herein;

b. Afford Contractor/Subrecipient written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach;

c. Discontinue payment to the Contactor for and during the period in which Contractor/Subrecipient is in breach; and

d. Offset against any monies billed by Contractor/Subrecipient but yet unpaid by County those monies disallowed pursuant to the above.

8. Civil Rights:

Contractor/Subrecipient attests that services provided shall be in accordance with the provisions of Title VI and Title 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; Title II of the Americans with Disabilities Act of 1990, and other applicable State and federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification, age, religion, marital status, sex or disability.

9. Conflict of Interest – Contractor's/Subrecipient's Personnel:

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

Contractor/Subrecipient shall notify County, in writing, of any potential or actual conflicts of interest between Contractor/Subrecipient 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 ten (10) percent or more in, Contractor/Subrecipient. While Contractor/Subrecipient will be required to provide this information without prompting from County any time there is a change regarding conflict of interest, Contractor/Subrecipient must also provide an update to County upon request by County.

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10. Conflict of Interest – County Personnel:

County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. Contractor/Subrecipient shall not, during the period of this Contract, employ any County employee for any purpose.

11. Contractor's/Subrecipient's Project Manager and Key Personnel:

Contractor/Subrecipient shall appoint a Project Manager to direct Contractor's/Subrecipient's efforts in fulfilling Contractor's/Subrecipient's obligations under this Contract. This Project Manager shall be subject to approval by County and shall not be changed without the written consent of County’s Project Manager, which consent shall not be unreasonably withheld.

Contractor's/Subrecipient's Project Manager shall be assigned to this project for the duration of Contract and shall diligently pursue all work and services to meet the project time lines. County’s Project Manager shall have the right to require the removal and replacement of Contractor's/Subrecipient's Project Manager from providing services to County under this Contract. County’s Project manager shall notify Contractor/Subrecipient in writing of such action. Contractor/Subrecipient shall accomplish the removal within five (5) business days after written notice by County’s Project Manager. County’s Project Manager shall review and approve the appointment of the replacement for Contractor's/Subrecipient's Project Manager. County is not required to provide any additional information, reason or rationale in the event it requires the removal of Contractor's/Subrecipient's Project Manager from providing further services under Contract.

12. Contractor/Subrecipient Personnel – Reference Checks:

Contractor/Subrecipient warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to adequately perform the work under this Contract.

Contractor's/Subrecipient's employees assigned to this project must meet character standards as demonstrated by background investigation and reference checks, coordinated by the agency/department issuing this Contract.

13. Contractor's/Subrecipient's Expense:

The Contractor/Subrecipient will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on County sites during the performance of work and services under this Contract. The County will not provide free parking for any service in the County Civic Center.

14. Contractor/Subrecipient Personnel – Uniform/Badges/Identification:

Contractor/Subrecipient warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to accept the kind of responsibility under this Contract.

All Contractor's/Subrecipient's employees shall be required to wear uniforms, badges, or other means of identification which are to be furnished by Contractor/Subrecipient and must be work at all times while working on County property. The assigned Deputy Purchasing Agent must be notified in writing, within seven (7) days of notification of award of Contract of the uniform and/or badges and/or other identification

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15. Contractor's/Subrecipient's Records:

Contractor/Subrecipient shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by Contractor/Subrecipient in accordance with generally accepted accounting principles. These records shall be stored in Orange County for a period of three (3) years after final payment is received from County. Storage of records in another county will require written approval from County of Orange assigned Deputy Purchasing Agent.

16. Conditions Affecting Work:

Contractor/Subrecipient shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions which can affect the work or the cost thereof. Any failure by Contractor/Subrecipient to do so will not relieve Contractor/Subrecipient from responsibility for successfully performing the work without additional cost to County. County assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by County are expressly stated in Contract.

17. Data – Title To:

All materials, documents, data or information obtained from County data files or any County medium furnished to Contractor/Subrecipient in the performance of this Contract will at all times remain the property of County. Such data or information may not be used or copied for direct or indirect use by Contractor/Subrecipient after completion or termination of this Contract without the express written consent of County. All materials, documents, data or information, including copies, must be returned to County at the end of this Contract.

18. Default – Re-Procurement Costs:

In case of Contract breach by Contractor/Subrecipient, resulting in termination by County, County may procure the commodities and services from other sources. If the cost for those commodities and services is higher than under the terms of the existing Contract, Contractor/Subrecipient will be responsible for paying County the difference between Contract cost and the price paid, and County may deduct this cost from any unpaid balance due Contractor/Subrecipient. The price paid by County shall be the prevailing market price at the time such purchase is made. This is in addition to any other remedies available under this Contract and under law.

19. Disputes – Contract:

The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor's/Subrecipient's Project Manager and the County‘s Project Manager, as specified in Article titled “Notices" below, such matter shall be brought to the attention of the County DPA by way of the following process:

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A. The Contractor/Subrecipient shall submit to the agency/department assigned Deputy Purchasing Agent a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to, or involving this Contract, unless County, on its own initiative, has already rendered such a final decision.

B. The Contractor's/Subrecipient's written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to Contract, Contractor/Subrecipient shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects Contract adjustment for which Contractor/Subrecipient believes County is liable.

Pending the final resolution of any dispute arising under, related to, or involving this Contract, Contractor/Subrecipient agrees to diligently proceed with the performance of this Contract, including the delivery of commodities and/or provision of services. Contractor's/Subrecipient's failure to diligently proceed shall be considered a material breach of this Contract.

Any final decision of County shall be expressly identified as such, shall be in writing, and shall be signed by County Deputy Purchasing Agent or his designee. If County fails to render a decision within 90 days after receipt of Contractor's/Subrecipient's demand, it shall be deemed a final decision adverse to Contractor's/Subrecipient's contentions. Nothing in this section shall be construed as affecting County’s right to terminate Contract for cause or termination for convenience as stated in Article "Termination" herein.

20. Drug-Free Workplace:

Contractor/Subrecipient hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. Contractor/Subrecipient will:

A. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a)(1).

B. Establish a drug-free awareness program as required by Government Code Section 8355(a)(2) to inform employees about all of the following:

1. The dangers of drug abuse in the workplace;

2. The organization's policy of maintaining a drug-free workplace

3. Any…