Santa Ana City Council
December 17, 2024

Minimum Scope and Limit of Insurance. Consultant shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as:
• Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. • Sexual Abuse or Molestation Liability (SAML): If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Consultant shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit of no less than $1,000,000 per occurrence or claim. • Workers’ Compensation (W/C): as required by the State of California, with statutory limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Vendor has no employees.
• If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
• CGL, and SAML policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations.
• All required insurance policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant for City.
• All required insurance policies: For any claims related to this contract, Consultant’s insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.
• All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Consultant’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.
• Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written shall be provided to City for policy cancellation or non-renewal due to non-payment.

City Council 19 – 6 12/17/2024

• Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Parks, Recreation, & Community Services Agency, 20 Civic Center Plaza, M-23, Santa Ana, CA 92701. The name and location of event should be included in the Description of Operations section of each certificate.

Self-Insured Retentions. Self-insured retentions must be declared to and approved by the City.

City may require Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City.

Verification of Coverage. Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Claims Made Policies. If any of the required policies provide coverage on a claims-made basis:
• The retroactive date must be shown and must be before the date of the contract or the beginning of work.
• Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work.
• If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Company must purchase “extended reporting” coverage for a minimum of three (3) years after completion of work.

Subcontractors. Consultant shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from sub-contractors.

Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of third party claimsfor personal injury, including death, and claims for property damage, which may arise from City Council 19 – 7 12/17/2024

the sole negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any third party claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.

This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from Consultant’s sole negligence, malicious actions or omissions during the performance of this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including reasonable fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required byCivil Code Section 2782.8, to claimsthat arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.

9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.

10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all City Council 19 – 8 12/17/2024

nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services that are the subject to this City Council 19 – 9 12/17/2024

Agreement performed by City personnel or by other consultants retained by City, at any time following the execution of this Agreement. Notwithstanding the foregoing, Consultant may assign and transfer all of its rights under this Agreement by a sale of all of its assets or merger.

15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

City Council 19 – 10 12/17/2024

19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, electronic mail or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City:

City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:

Executive Director, PRCSA
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 92702
To Consultant:

CivicPlus, LLC.

Attn: Legal Department
302 South 4th St., Suite 500
Manhattan, KS 66502
[email protected]
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority City Council 19 – 11 12/17/2024

or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. c. In the event of any conflict or inconsistency between the terms and conditions in this Agreement and any terms or conditions set forth, including by separate weblink, in any Exhibit, purchase order, or other document relating to the transactions contemplated by this Agreement, the terms and conditions set forth in this Agreement shall prevail.
d. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Alvaro Nuñez
City Clerk City Manager
APPROVED AS TO FORM:

SONIA R. CARVALHO CIVICPLUS, LLC:

City Attorney
By:

Jonathan T. Martinez
Assistant City Attorney
Amy Vikander
Senior Vice President of Customer
Success
RECOMMENDED FOR APPROVAL:

Hawk Scott
Executive Director
Parks, Recreation and Community Services Agency
City Council 19 – 12 12/17/2024

EXHIBIT A
Scope of Services and Fee Schedule
City Council 19 – 13 12/17/2024
V. PD 06.01.2015-0048

CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502 US
Client:

CA – SANTA ANA – CivicRec - Statement of Work

QTY ITEM PRODUCT TYPE
1 Civic Rec Annual Fee Renewable
1 AudioEye Enterprise for CivicRec Renewable
1 Document Management Module Renewable
Annual Recurring Services – Initial Term USD 22,270.49
Annual Recurring Services (Subject to Uplift) USD 23,384.01

1. This renewal Statement of Work ("SOW") is between Santa Ana, CA (“Customer”) and CivicPlus, LLC, and shall be subject to the terms and conditions of the Master Services Agreement (“MSA”) and the applicable Solutions and Products terms found at: www.civicplus.help/hc/p/legal-stuff (collectively, the “Terms and Conditions”). By signing this SOW, Customer expressly agrees to the Terms and Conditions throughout the Term of this SOW.

The Terms and Conditions form the entire agreement between Customer and CivicPlus (collectively, referred to as the “Agreement”). The Parties agree the Agreement shall supersede and replace all prior agreements between the Parties with respect to the services provided by CivicPlus herein (the “Services”).

2. This SOW shall remain in effect for an initial term from December 1, 2024 – November 30, 2025 (the “Initial Term”). In the event that neither party gives 60 days’ notice to terminate prior to the end of the Initial Term, or any subsequent Renewal Term, this SOW may be renewed for an additional twelve month renewal term (“Renewal Term”). The Initial Term and all Renewal Terms are collectively referred to as the “Term”.

3. Annual Recurring Services shall be invoiced on the first day of the Initial Term and the first day of any of each Renewal Term and be subject to a 5% uplift each Renewal Term. Client will pay all invoices within 30 days of the date of such invoice.

Signature Page to Follow

EXHIBIT A
City Council 19 – 14 12/17/2024
V. PD 06.01.2015-0048

Acceptance
The undersigned has read and agrees to the following Binding Terms, which are incorporated into this SOW, and have caused this SOW to be executed as of the date signed by the Customer which will be the Effective Date:

For CivicPlus Billing Information, please visit https://www.civicplus.com/verify/ Authorized Client Signature CivicPlus
By (please sign): By (please sign):

Printed Name: Printed Name:

Title: Title:

Date: Date:

Organization Legal Name:

Billing Contact:

Title:

Billing Phone Number:

Billing Email:

Billing Address:

Mailing Address: (If different from above)
PO Number: (Info needed on Invoice (PO or Job#) if required) Amy Vikander
Senior VP of Customer Success
11/27/2024
City Council 19 – 15 12/17/2024
Updated Remittance Address:
(FOR PAYMENTS ONLY)
CivicPlus LLC
PO Box 737311
Dallas TX 75373-7311
Estimate
#316132
11/29/2024
PO #
Please submit payment via ACH using the details below. Please send notification of ACH transmission via email to [email protected]. That address is not monitored for other inquiries or notifications. For any other invoice questions or information, please contact us at [email protected].

Bank Name Account Name Account Number Routing Number
JPMorgan Chase CivicPlus LLC 910320636 021000021
Bill To TOTAL DUE
Santa Ana CA
20 Civic Center Plaza
Santa Ana California 92702 $22,270.49
Due Date: 12/29/2024
Terms Due Date PO # Approving Authority
Net 30 12/29/2024
Qty Item Start Date End Date
1 CivicRec Annual Fee 12/01/2024 11/30/2025
1 AudioEye Enterprise for CivicRec 12/01/2024 11/30/2025 1 Document Management Module: Enabled to allow customers to upload documents and staff to manage records.
12/01/2024 11/30/2025
Total $22,270.49
Due $22,270.49
City Council 19 – 16 12/17/2024
CA - Santa Ana - Rec Renewal Agreement &
SOW - CP Signed - 11272024
Final Audit Report 2024-12-03
Created: 2024-12-03
By: Stephanie Garcia ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAGBSw5T9l40miIpTVpLsbTBquWJii-Qk_ "CA - Santa Ana - Rec Renewal Agreement & SOW - CP Signed - 11272024" History
Document created by Stephanie Garcia ([email protected]) 2024-12-03 - 11:35:46 PM GMT
Document emailed to Hawk Scott ([email protected]) for signature 2024-12-03 - 11:35:51 PM GMT
Email viewed by Hawk Scott ([email protected])
2024-12-03 - 11:36:46 PM GMT
Document e-signed by Hawk Scott ([email protected])
Signature Date: 2024-12-03 - 11:36:56 PM GMT - Time Source: server Agreement completed.
2024-12-03 - 11:36:56 PM GMT
City Council 19 – 17 12/17/2024
Public Works Agency
www.santa-ana.org/pw
Item # 20
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 17, 2024
TOPIC: Fence Rental, Purchase, and Installation Services

AGENDA TITLE
Purchase Order Contracts with Los Angeles Fencing Co. and Quality Fence Co. Inc. for Fence Rental, Purchase, and Installation Services (Specification No. 24-130A) (General Fund and Non-General Fund)

RECOMMENDED ACTION
Award aggregate Purchase Order Contracts to the vendors listed below for on-call fence rental, purchase, and installation services on an as-needed basis, in an annual aggregate amount not to exceed $1,000,000, for a term beginning December 17, 2024 and expiring December 16, 2026, with provisions for three additional one-year renewal options.

Vendor
Los Angeles Fencing Co.

Location
Ontario, CA
Quality Fence Co Inc. Paramount, CA
GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
Permanent and temporary fencing is used to ensure public safety and reduce liability around City-owned properties as needed. Such fencing is rented or permanently installed and can be initiated within 24 hours when necessary to provide immediate public safety.

Various City departments require the services of fencing contractors, on an on-call as needed basis, to secure City-owned properties such as community buildings, parks, and vacant lots. Use of these services is funded by existing departmental operating budgets.

The proposed contracts will provide Staff with access to vendors that install both temporary chain-link fencing on a rental basis and permanently installed chain-link, tubular steel, and 4-D Panel fencing. Chain-link fencing is the most common type of fencing and least expensive to install. However, it is more susceptible to vandalism and its use is most common for temporary conditions such as vacant lots. 4-D panel fencing provides greater security and resistance to vandalism than chain-link fencing but is a costlier option. 4-D panel fencing is typically installed on a permanent basis where there are greater vandalism and security concerns, such as adjacent to flood control channels.

City Council 20 – 1 12/17/2024
Fence Rental, Purchase, and Installation Services
December 17, 2024

Tubular steel fencing, also referred to as wrought iron fencing, is a higher grade fence that is aesthetically pleasing and commonly used for permanent conditions where a higher degree of security and aesthetic is required. The City also has the option to have all fence types color coated to improve the aesthetic quality.

Invitation for Bids (IFB) No. 24-130A was advertised on November 7, 2024 on the City’s online bid management and publication system. A summary of vendor participation and results is as follows:
452 Vendors notified
1 Santa Ana vendors notified
18 Vendors downloaded the bid packet
2 Bids received
0 Bids received from Santa Ana vendors
Bids were solicited, opened on November 19, 2024, and evaluated (Exhibit 1). Two bids were submitted by the IFB deadline, and both were determined to be responsive to the specifications and met the City’s requirements. The bid submitted by Los Angeles Fencing Co. was determined to be the lowest, responsible, and responsive to the City’s specifications. To ensure sufficient resources are available at all times, staff recommends awarding blanket order contracts to both Los Angeles Fencing Co. and Quality Fence Co.

Inc.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with the action.

FISCAL IMPACT
There is no fiscal impact at this time. Before utilizing on-call services, Public Works Agency (PWA) staff must obtain approval from the Finance and Management Services Agency (FMSA) by submitting a Notice to Proceed Request. This request must specify the funding source and the required dollar amount. FMSA will verify that the necessary funds are encumbered and available within the authorization and aggregate limits of these agreements. Once approved, PWA will issue a Notice to Proceed detailing the specific scope and maximum expenditure for the task.

EXHIBIT(S)

1. Bid Abstract
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Alvaro Nuñez, City Manager
City Council 20 – 2 12/17/2024

BIDDER LOCATION TOTAL
Los Angeles Fencing Co. Ontario, CA $ 1,467,853.60
Quality Fence Co Inc. Paramount, CA $ 3,774,080
Fence Rental and Installation Services (Bid No. 24-130A)

ABSTRACT OF BIDS
EXHIBIT 1
City Council 20 – 3 12/17/2024
Public Works Agency
www.santa-ana.org/public-works
Item # 21
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 17, 2024
TOPIC: Emergency On-Call Water and Sewer Clean Up Services

AGENDA TITLE
Agreements with Houston & Harris PCS, Inc., T.E. Roberts, Inc., and Paulus Engineering, Inc. for Emergency On-Call Water and Sewer Clean Up Services (Specification No. 24-054) (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute agreements with Houston & Harris PCS, Inc., T.E. Roberts, Inc., and Paulus Engineering, Inc. for emergency on-call water and sewer clean up services, for a term beginning January 1, 2025 and expiring December 31, 2027, with a provision for one, two year renewal, for a total aggregate amount not to exceed $775,000 for the term of the contract, including the optional renewal (Core Agreement No. A-2024-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Public Works Agency Water (PWA)’s Resources Division maintains the City’s water and sewer system comprised of approximately 444 miles of water mains and 390 miles of sewer mains. The selected contractors will clean up debris, mud, dirt, and sludge associated with water main breaks and sewer system overflows on an as-needed basis.

Request for Proposals (RFP) No. 24-054 for on-call emergency water and sewer cleanup services was advertised on August 8, 2024 (Exhibit 1), on the City’s online bid management and publication system. Eight proposals were received; four were determined to be responsible and responsive to the specifications and met the City’s requirements. Four proposals were evaluated by a selection committee for content and responsiveness to the RFP. Based on the criteria outlined in the RFP, the following summarizes the top three responding firms and their ranking:

Company Location Rank
Houston & Harris PCS, Inc. San Bernardino, CA 1
TE Roberts, Inc. Irvine, CA 2
Paulus Engineering, Inc. Anaheim, CA 3
City Council 21 – 1 12/17/2024
Emergency On-Call Water and Sewer Clean Up Services
December 17, 2024

Staff recommends Houston & Harris PCS, Inc., T.E. Roberts, Inc., and Paulus Engineering, Inc. be retained for on-call emergency cleanup services (Exhibits 2-4).

These three firms have demonstrated that they have the experience and resources needed to respond to a variety of the City’s needs during emergency situations.

FISCAL IMPACT
Funds in the amount of $52,000 and $25,500 are budgeted and available for expenditure in FY 2024-25 in the Water Systems Maintenance and Sanitary Sewer Service, Contract Services-Professional expenditure accounts.

Funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration.

Fiscal Year Accounting
Unit –
Account #
Fund
Description
Accounting Unit,
Account Description
Amount
Contract (3-Year Term)
06017641-
62300
Water Water Systems
Maintenance, Contract
Services-Professional
FY 24-25 $52,000
(Jan-Jun)
05617640-
62300
Sewer Sanitary Sewer Service,
Contract ServicesProfessional
$25,500
06017641-
62300
Water Water Systems
Maintenance, Contract
Services-Professional
FY 25-26 $104,000
05617640-
62300
Sewer Sanitary Sewer Service,
Contract ServicesProfessional
$51,000
06017641-
62300
Water Water Systems
Maintenance, Contract
Services-Professional
FY 26-27 $104,000
05617640-
62300
Sewer Sanitary Sewer Service,
Contract ServicesProfessional
$51,000
Renewal Option (2-Year Term)
06017641-
62300
Water Water Systems
Maintenance, Contract
Services-Professional
FY 27-28 $104,000
05617640-
62300
Sewer Sanitary Sewer Service,
Contract ServicesProfessional
$51,000
City Council 21 – 2 12/17/2024
Emergency On-Call Water and Sewer Clean Up Services
December 17, 2024

Fiscal Year Accounting
Unit –
Account #
Fund
Description
Accounting Unit,
Account Description
Amount
06017641-
62300
Water Water System
Maintenance, Contract
Services-Professional
FY 28-29 $104,000
05617640-
62300
Sewer Sanitary Sewer Service,
Contract ServicesProfessional
$51,000
06017641-
62300
Water Water Systems
Maintenance, Contract
Services-Professional
FY 29-30 $52,000
(July-Dec)
05617640-
62300
Sewer Sanitary Sewer Service,
Contract ServicesProfessional
$25,500
Total: $775,000

EXHIBIT(S)

1. RFP No. 24-054

2. Agreement with Houston & Harris, PCS, Inc.

3. Agreement with T.E. Roberts, Inc.

4. Agreement with Paulus Engineering, Inc.

Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Alvaro Nuñez, City Manager
City Council 21 – 3 12/17/2024
REQUEST FOR PROPOSAL NO.: 24-054
FOR

ON-CALL EMERGENCY WATER AND SEWER CLEANUP

SERVICES
A roved for Release:

CITY OF SANTA ANA

PUBLIC WORKS AGENCY
220 S Daisy Avenue, Building A
Santa Ana, CA 92703
Kathia Reyes
Project Manager
(714) 647- 3319 Office
[email protected]
Nabil Saba, PE
Executive Director
Public Works Agency
KEY RFP DATES: The schedule below is tentative and subject to change at the discretion of City, with appropriate notice to prospective Proposers.

Issue Date:

Deadline for Requests for Information:

Proposal Due Date:

Projected Award Date:

Thursday,August 8,2024
Thursday,August 15, 2024; at 12:00 P.M.

Thursday,August 29, 2024; at 2:00 P.M.

Tuesday, October 1, 2024
EXHIBIT 1
City Council 21 – 4 12/17/2024
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CITY OF SANTA ANA
Bidder acknowledges and agrees that under Public Contract Code section 4100, et seq., it must clearly set forth below the name and location of each subcontractor who will perform work or labor or render service to the bidder in or about the work in an amount in excess of one-half of one percent (0.5%) of bidder’s total bid and the kind of work that each will perform. Furthermore, bidder acknowledges and agrees that under Public Contract Code section 4100, et seq., if bidder fails to list as to any portion of work, or if bidder lists more than one subcontractor to perform the same portion of work (i.e. bidder must indicate what portion of the work each subcontractor will perform), bidder must perform that portion itself or be subjected to penalty under applicable law.

If alternate bids are called for and bidder intends to use subcontractors different from or in addition to those subcontractors listed for work under the base bid, bidder must list subcontractors that will perform work in an amount in excess of one half of one percent (0.5%) of bidder’s total bid, including alternates.

In case more than one subcontractor is named for the same kind of work, the Contractor is to state the portion of work that each subcontractor will perform. Bidders or suppliers of materials only do not need to be listed. If further space is required for the list of proposed subcontractors, additional sheets showing the required information, as indicated below, shall be attached hereto and made a part of this document.

Listed below is the name of each subcontractor that will perform work, labor, or render services to the undersigned related to the work of this project. This is to include any subcontractor that will specially fabricate and install a portion of work according to detailed drawings contained in the plans and specifications in the amount greater than one half of one percent (.05%) of the contractors total bid. Additional sheets may be attached if needed.

Subcontractor Name: Location:

Portion of Work/Trade: Bid Amount
Contractor’s License Number

DIR Registration No.

Subcontractor Name: Location:

Portion of Work/Trade: Bid Amount:

Contractor’s License No: DIR Registration No:

Contractor will not be subcontracting any portion of work.

THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.

PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.

ATTACHMENT G

SUBCONTRACTOR DESIGNATION FORM
City Council 21 – 40 12/17/2024
INSURANCE ON FILE N- 2024- 137

WORK MAY PROCEED

UNTIL INSURANCE EXPIRES

CITY CLERK, ,
DATE: AYK 9 ZOZ6
D' Pvd At.y) AGREEMENT WITH HOUSTON & HARRIS PCS, INC., TO PROVIDE EMERGENCY r--&yeS)^ V- WATER AND SEWER CLEAN-UP SERVICES
THIS AGREEMENT is made and entered into this 5th day of December 2023 by and between Houston & Harris PCS, Inc., a California corporation (" Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (" City").

RECITALS
A. The City desires to retain a Contractor having special skill and knowledge in the field of emergency water and sewer clean- up services as needed by Public Works Agency Water Resources Division.

B. Contractor represents that Contractor is able and willing to provide such services to the City.

C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows;

1. SCOPE OF SERVICES
On an as -needed basis Contractor shall perform the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services — Exhibit A, attached hereto and incorporated by reference.

2. COMPENSATION
a. City does not warrant nor guarantee any minimum compensation to Contractor under this Agreement. Contractor shall be paid only for the actual services performed under this Agreement at the rates and charges identified in Exhibit B.

The total sum to be expended under the term of this Agreement shall not exceed Fifty Thousand Dollars and Zero Cents ($ 50,000).
b. Payment by City shall be made within forty-five ( 45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City.

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3. TERM
This Agreement shall commence on the date first written above and terminate on October 31, 2024 unless terminated earlier in accordance with Section 17, below.

4. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq„ as well as California Code of Regulations, Title 8, Section 16000, et seq., Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on " public works" and " maintenance" projects. If the set -vices being performed are pail of an applicable " public works" or " maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $ 1, 000 or more, Contractor agrees to frilly comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected off cials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint 'venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, ,physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (" Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City' s sole risk.

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INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall procure and maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below for the duration ofthis Agreement:
a. Minimum Scope and Limit of Insurance
1) Commercial General Liability (CGL). Insurance Services Office Form CG 00 01 covering CGL on an " occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $ 1, 000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location ( ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability. ISO Form Number CA 00 O1 covering any auto ( Code 1), or if Contractor has no owned autos, hired, ( Code 8) and non -owned autos Code 9), with a limitno less than $ 1, 000,000 per accident for bodily injury and property damage.
3) Workers' Compensation. As required by the State of California, with Statutory Limits, and Employer' s Liability Insurance with limit of no less than 1, 000,000 per accident for bodily injury or disease.
4) Professional Liability (Errors and Omissions). Insurance appropriate to the Contractor' s profession, with a limit no less than $ 1, 000, 000 per occurrence or claims, $2,000,000 aggregate.
5) Broader Coverage. If the Contractor maintains broader coverage and/ or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/ or the higher limits maintained by the Contractor, Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions
1) Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor' s insurance ( at least as broad as ISO Form CG 20 10 1185 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used).

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2) Primary Coverage. For any claims related to this contract, the Contractor' s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers.

Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess ofthe Contractor' s insurance and shall not contribute with it.
3) Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4) Waiver of Subrogation. Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless ofwhether or not the City has received a waiver of subrogation endorsement from the insurer. 5) Self -Insured Retentions. Self- insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

The policy language shall provide, or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or City, 6) Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best' s rating of no less than A:VII, unless otherwise acceptable to the City.
7) Claims Made Policies. If any of the required policies provide claims -made coverage:
i. The retroactive date must be shown, and must be before the date of the contract or beginning of contract work.
ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work, iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase " extending reporting" coverage for a minimum of five (5) years after completion of work. 8) Verification of Coverage. Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements ( or copies of the applicable policy language effecting coverage requiredby this

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clause) and a copy ofthe Declarations and Endorsement Page ofthe CGLpol icy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor' s obligation to provide them.

The City reserves the right to require complete, certified copies of all required insurance policies, ineluding endorsements required by these specifications, at any time.
9) Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.
10) Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based oil the nature of therisk, prior experience, insurer, coverage, or other special circumstances.

8. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and 2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.

Notwithstanding the foregoing, to the extent Contractor' s services are subject to Civil Code Section 2782. 8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782. 8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney' s fees,

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for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City puusuant to this Agreement.

10. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three ( 3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created Pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three 3) years from the date of final payment to Contractor under this Agreement.

11. CONFIIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/ or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. " Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/ or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; ( b) is, through no fault ofthe Contractor disclosed in a publicly available source; ( c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City.

12. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement,

13. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

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To City; Cleric of the City COUnclI
City of Santa Ana
20 Civic Center Plaza ( M- 30)
P. O. Box 1988
Santa Ana, CA 92702- 1988
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza ( NI- 21)
P. O. Box 1988
Santa Ana, CA 92702
To Contractor; Houston & Harris PCS, Inc.

Attn: Larry Houston, President
PO Box 10367
San Bernardino, CA 92423
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three ( 3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (244) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded.

14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. [ tithe event of a conflict between the terms ofthis Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions ofany purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15, ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City' s prior written consent shalt be considered null and void. Nothing in this Agreement shall

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be construed to limit the City' s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions ofthis Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. TERMINATION
This Agreement may be terminated by the City upon thirty ( 30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

1.8. NON-DISCRIMINATION
Contractor shall not discriminate because ofrace, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement.

Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
19, JURISDICTION -VENUE
This Agreement has been executed and delivered in the State ofCalifornia and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

20. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,

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permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each ofthe terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney' s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as iffully set forth in the body of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST:

SONIA R. CARVALHO
City Attorney
By:
randon Salvatierra
Deputy City Attorney

RECOMMENDED FOR APPROVAL
A,V-- nA-- & 4-fh
Nabil Saba, P. E.

Executive Director
Public Works Agency

CITY OF SANTA ANA
Alvaro Nunez
Acting City Manager

CONTRACTOR
Larry Houst n
President

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37T3I C P:[ 7 11I77:Q --
Provide all labor, material, and supplies necessary to complete cleanup of debris, mud, dirt, and sludge associated with water main breaks and sewer system overflows ( SSO' s).

Contractor shall provide and maintain in good repair all equipment necessary to perform the required services and related tasks.

The Contractor shall be available on an on -call basis, 24 hours a day, seven days a week, with the ability to arrive on -site at the City location within two hours of notification. Regular business hours are considered from lam to 5 pm ( Monday through Friday). The Contractor shall haul and dispose of the vacuumed materials and debris to the Orange County Sanitation District's ( OCSD) facilities or an approved waste handling facility.

The Contractor shall be an Independent Contractor capable of providing experienced, knowledgeable and professional staff. The Contractor shall be responsive and maintain excellent working relationships with city residents, businesses, government officials and City staff. The Contractor shall provide adequate staffing levels at all times and adhere to established schedules.

DESCRIPTION OF WORK — SEWER EMERGENCY CLEANUP SERVICES
Several actions must be taken to properly cleanup and mitigate potential effects, including, but are not limited to:
e Use straw waddle and/ or sandbags to protect storm drain from debris, install straw wattle on site;
Application of absorbent material;
Removal of contaminated soil and used absorbent;
Flushing the SSO site including gutters and affected area with clean water; Vacuum all wash down water into the Contractor's vacuum truck.

III. DESCRIPTION OF WORK — WATER EMERGENCY CLEANUP SERVICES Several actions must be taken to properly cleanup and mitigate potential effects, including, but are not limited to:

Use straw waddle and/ or sandbags to protect storm drain from debris, install straw wattle on site;
m Cleanup of debris on the roadways, mud/debris on the roadway; Vacuum all wash down water into the Contractor's vacuum truck.

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IV. DISTRIBUTION OF WORK
The Contractor shall provide written, " not to exceed" estimates as requested by the City for services. These estimates shall include: number of employees, job classifications, equipment, estimated material costs, and number of hours required for the waste cleanup job.

It shall be the Contractor's responsibility to ensure they have all information deemed necessary to prepare accurate estimates. The contractor shall respond to City requests for estimates by end of business day. If multiple Contractors have been awarded a contract, the lowest responsive bid amongst the selected Contractors shall be awarded the corresponding job order. No work shall be allowed to proceed until authorized by the City.

V. PREVAILING WAGE
The Director of the Department of Industrial Relations of the State of California has ascertained the prevailing rate of per diem wages in dollars, based on a working day of eight hours, for each craft or type of worker or mechanic needed to execute any construction or maintenance contract, which may be awarded by Public Works. The current prevailing wage rates as adopted by the Director of the Department of Industrial Relations are incorporated herein by reference and may be accessed at http://www,dir.ca.gov/.

The Contractor is required to pay the prevailing wage rate referred to above and is responsible for selecting the classification of workers which will be required to perform this service in accordance with the Contractor's method of performing the work.

Pursuant to Section 1775 of the Labor Code (State of California) Contractor shall forfeit 50 for each calendar day, or portion thereof, for each worker paid less than the stipulated prevailing wage rates for any public work done under this Contract or by any subcontractor.

VI. SAFETY & HEALTH REQUIREMENT
The Contractor shall comply with the applicable health and safety regulations and requirements from CAL/OSHA, State of California Construction Safety Orders and the City of Santa Ana.

VII. TRAFFIC CONTROL
Traffic control shall be the responsibility of the Contractor and shall conform to the Work Area Traffic Control Handbook (WATCH). Flashing arrow boards shall be used on arterial streets.

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2. All vehicles and or towed equipment shall carry " City of Santa Ana Authorized Contractor" magnet sign affixed and visible,
31 The Contractor shall comply with all federal, state and local laws, rules, regulations, ordinances, and statutes, including but not limited to these contract documents.

The Contractor shall perform all work and prevent damage to public and/ or private property. In the event damage occurs, the contractor shall replace and/ or repair the damaged property at no cost to the City. Any cost incurred by the City to repair damage caused by the contractor or their subcontractors and repaired by City staff shall be the responsibility of the Contractor and will be deducted from any outstanding balances.

IX. UNSATISFACTORY WORK
In the event that work performed by the Contractor is not satisfactory, the Contractor will be notified by the City and allowed ( 1) calendar day to correct the deficient work at no charge to the City.

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EXHIBIT B
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P. O. Box 10367, San Bernardino, CA 92423
r= First in quality 909- 422-8990
houstonandhanis.com First in service
CCTV Inspection - NASSCO, PACP, MACP Certified Operators • Lateral Launch - Database Customization Data Conversion • CIPP Point Repairs • Hydro -wash • Potholing • CA # 884167 • DIR #1000003580 • Non -Union Estimate: This estimate is valid for 90 days
To: City of Santa Ana Date: 10.02-2023
Attn: Diana Mazariego From: Brad HoustonlElizabeth Butler Email/Fax: dmazarlego0santa-ana. org Email/Fax: ebutlerCalhoustonandharris.com Re: Emergency Clean Up Current Rates Pages: 2

EMERGENCY CALL -OUTS CHARGED AT OVERTIME RATE
Wash unit: Two (2) Man Crew with a Four (4) Hour Minimum; Water: Unit Two ( 2) Man Crew with a Four (4) Hour Minimum; Chase: Unit One ( 1) Man Crew with a Four (4) Hour Minimum; Traffic Control Unit: One ( 1) Man Crew with a Four (4) Hour Minimum; Additional Laborer:

Regular 410.00/ Hour
Overtime 513.00/Hour
Double-time 641. 00/Hour
Fuel Surcharge 18.00/Hour
Travel time 340.00/Hour
Regular 410.00/ Hour
Overtime 513.00/Hour
Double-time 641. 00/Hour
Fuel Surcharge 18.00/Hour
Travel time 340.00/Hour
Regular 170. 00/Hour
Overtime 212.50/Hours
Double-time 265.63/Hour
Fuel Surcharge 9.00/Hour
Travel time 185.00/Hour
Regular 170.00/Hour
Overtime 212. 50/Hours
Double-time 265.63/Hour
Fuel Surcharge 9.00/Hour
Travel time 185.00/Hour
Regular 100.00/Hour
Overtime 125. 00/Hour
Double-time 156. 25/Hour
Additional Material/Eguioment: Cost+ 15%
All projects are subject to a Four (4)- Hour minimum per mobilization. Asper Prevailing Wage labor code # 1771, rates are based on Houston & Harris paying " Operating Engineer, Group 4" & " Laborer, Group 3".

Terms & Conditions:

Used as defined:

Estimate: To calculate approximately (size, cost, etc.) Quote: To state a price Bid: To offer an amount as the price one will accept, or pay

This fazlentM end all aaachments io it are Isi the sole use -uf Intended recipients. nua taNemail yhlch is pi otec( co from rrsclosnre by pmnlege. Any or:authoriiad use dtsclesus or dislribuilun cf this faxlemeil anc is mi, cl, ments is prohlbilUtl_ If you are not the Inlenrisd ri, rpi nt plea r--ply ins eni nr fax then destiny copies received_
City Council 21 – 55 12/17/2024
P.O. Box 10367, San Bernardino, CA 92423 First in quality 909-422- 8990 houstonandhanis.com First in service
CCTV Inspection • NASSCO, PACP, MACP Certified Operators • Lateral Launch - Database Customization Data Conversion • CIPP Point Repairs • Hydro -wash • Potholing • CA # 884167 • DIR # 1000003580 • Non -Union Estimate: This estimate is valid for 90 days
To: City of Santa Ana Date: 10-02- 2023
Attn: Diana Mazariego From: Brad Houston/Elizabeth Butler Email/Fax: dmazarieao(msanta-ana. oro Email/Fax: ebutler(tDhoustonandharris.com Re: Emergency Clean U Current Rates Pa es: 2
Used as defined:

Estimate: To calculate approximately (size, cost, etc.) Quote: To state a price Bid: To offer an amount as the price one will accept, or pay

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EXHIBIT 2
AGREEMENT WITH HOUSTON & HARRIS, PCS, INC. TO PROVIDE ON-CALL

EMERGENCY WATER AND SEWER CLEANUP SERVICES FOR THE CITY OF

SANTA ANA
THIS AGREEMENT is made and entered into on the 17th day of December, 2024 by and between Houston & Harris, PCS, Inc. (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A.

B.

C.

On August 8, 2024 the City issued Request for Proposal (“RFP”) No. 24-054, by which it sought qualified contractors to provide on-call emergency water and sewer cleanup services for the City’s Public Works Agency.

Contractor submitted a responsive proposal that was among those selected by the City.

Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP 24-054.

In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
On an on-call basis, and at the City’s sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP No. 24-054, which is attached hereto as Exhibit A and incorporated in full.

2. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B.

Contractor is one of three (3) contractors selected to provide services on an on-call basis under RFP 24-054. The total compensation for these services provided by all such contractors selected under RFP 24-054 shall not exceed the shared aggregate amount of Seven Hundred and Seventy-Five Thousand Dollars ($775,000) during the term of the Agreement, including any extension periods.
b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

Payment need not be made for work which fails to meet the standards of performance

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set forth in the Recitals which may reasonable be expected by City.

TERM
This Agreement shall commence on January 1, 2025 and end on December 31, 2027, unless

3. terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for up to one (1), two-year period upon a writing executed by the City Manager and the City Attorney.

4. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the services being performed are part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless form any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the

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purposes intended by this Agreement shall be at City’s sole risk.

7. INSURANCE
Contractor shall procure and maintain for the duration of the contract, and for 5 years thereafter, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees, and sub-contractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL). Insurance Services Office (ISO) Form CG 0001 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 in the aggregate. Umbrella and excess insurance policies can be used to meet the required limits.

2. Automobile Liability (AL). Insurance Services Office Form CA 0001 covering Code 1(any auto), with combined single limit no less than $5,000,000.

3. Workers’ Compensation (WC). As required by the State of California, with statutory limits, and Employers’ Liability insurance with a limit of no less than$1,000,000 per accident, policy, employee for bodily injury or disease.

4. Pollution Legal Liability and/or Errors and Omissions (PLL). With limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

These insurance requirements shall not in any way act to reduce coverage that is broader or includes higher limits than the minimums shown above. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Insurance provided under this contract shall not contain any restrictions or limitations which are inconsistent with City’s rights under this contract.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. City of Santa Ana, its City Council, officers, officials, employees, agents, and volunteers are to be covered as additional insureds on Contractor’s CGL and AL policies with respect to liability arising out of work operations performed by or on behalf of Contractor including materials, parts, and equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of Contractor. Additional insured status can be provided in the form of an endorsement to Contractor’s insurance.

2. For any claims related to this project, Contractor’s insurance coverage shall be primary insurance coverage as respects City of Santa Ana, its City Council, officers, officials, employees,

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agents, and volunteers. Any insurance or self-insurance maintained by City of Santa Ana, its City Council, officers, officials, employees, agents, or volunteers shall not contribute with it.

3. A severability of interest provision must apply for all the additional insureds, ensuring that Contractor’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.

4. Contractor hereby grants to City a waiver of subrogation which any insurer of said Contractor may acquire against City of Santa Ana, its City Council, officers, officials, employees, agents and volunteers” by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement(s) that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from any insurer(s).

5. Each insurance policy required by this clause shall provide that coverage shall not be canceled, suspended, voided, reduced in scope or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City and ten (10) days prior written notice of policy cancellation or non-renewal due to non-payment.

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Diana Mazariego, 20 Civic Center Plaza M-85, Santa Ana, CA 92701. The name and location of project must be indicated in the Description of Operations section of each certificate.

Claims Made Policies
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of work.

3. If coverage is cancelled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of work.

4. A copy of the claims reporting requirements must be submitted to City.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to CITY.

Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any

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endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Contractor, its employees, agents and sub-contractors.

Verification of Coverage
Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause). A statement on a Certificate(s)/Evidence of Insurance will not be accepted in lieu of the actual endorsements required herein. Failure to obtain the required documents prior to the work beginning shall not waive Contractor’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

Sub-Contractors
Contractor shall require and verify that all sub-contractors maintain insurance meeting all requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from sub-contractors. For CGL coverage, sub-contractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

Failure to Maintain Insurance Coverage
If Contractor, for any reason, fails to maintain insurance coverage which is required pursuant to this contract, the same shall be deemed a material breach of contract. City, at its sole option, may terminate this contract at any time and obtain damages from Contractor resulting from said breach.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

8. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable

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decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement.

10. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.

11. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City.

12. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this

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Agreement.

13. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City.

16. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.

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b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

17. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

18. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

19. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

20. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City:

Clerk if the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:

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Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-647-5635
To Contractor:

Houston & Harris, PCS, Inc.

Attn: Larry Houston, President
PO Box 10367
San Bernardino, CA, 92423
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
[signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
Jennifer Hall
City Clerk
Alvaro Nuñez
City Manager
APPROVED AS TO FORM:

SONIA R. CARVALHO
City Attorney
CONTRACTOR:

Larry Houston By:

Kyl Larry Houston
Assistant City Attorney President
RECOMMENDED FOR APPROVAL:

Nabil SabaDigitally signed by Nabil Saba Date: 2024.11.26 17:08:19 -08'00'
Nabil Saba
Executive Director
Public Works Agency

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EXHIBIT A
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EXHIBIT B
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AGREEMENT WITH T.E. ROBERTS, INC. TO PROVIDE ON-CALL EMERGENCY

WATER AND SEWER CLEANUP SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on the 17th day of December, 2024 by and between T.E. Roberts, Inc. (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On August 8, 2024 the City issued Request for Proposal (“RFP”) No. 24-054, by which it sought qualified contractors to provide on-call emergency water and sewer cleanup services for the City’s Public Works Agency.

B. Contractor submitted a responsive proposal that was among those selected by the City.

Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP 24-054.

C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
On an on-call basis, and at the City’s sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP No. 24-054, which is attached hereto as Exhibit A and incorporated in full.

2. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B.

Contractor is one of three (3) contractors selected to provide services on an on-call basis under RFP 24-054. The total compensation for these services provided by all such contractors selected under RFP 24-054 shall not exceed the shared aggregate amount of Seven Hundred and Seventy-Five Thousand Dollars ($775,000) during the term of the Agreement, including any extension periods.
b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonable be expected by City.

EXHIBIT 3
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3. TERM
This Agreement shall commence on January 1, 2025 and end on December 31, 2027, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for up to one (1), two-year period upon a writing executed by the City Manager and the City Attorney.

4. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the services being performed are part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless form any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

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7. INSURANCE
Contractor shall procure and maintain for the duration of the contract, and for 5 years thereafter, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees, and sub-contractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL). Insurance Services Office (ISO) Form CG 0001 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 in the aggregate. Umbrella and excess insurance policies can be used to meet the required limits.

2. Automobile Liability (AL). Insurance Services Office Form CA 0001 covering Code 1(any auto), with combined single limit no less than $5,000,000.

3. Workers’ Compensation (WC). As required by the State of California, with statutory limits, and Employers’ Liability insurance with a limit of no less than$1,000,000 per accident, policy, employee for bodily injury or disease.

4. Pollution Legal Liability and/or Errors and Omissions (PLL). With limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

These insurance requirements shall not in any way act to reduce coverage that is broader or includes higher limits than the minimums shown above. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Insurance provided under this contract shall not contain any restrictions or limitations which are inconsistent with City’s rights under this contract.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. City of Santa Ana, its City Council, officers, officials, employees, agents, and volunteers are to be covered as additional insureds on Contractor’s CGL and AL policies with respect to liability arising out of work operations performed by or on behalf of Contractor including materials, parts, and equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of Contractor. Additional insured status can be provided in the form of an endorsement to Contractor’s insurance.

2. For any claims related to this project, Contractor’s insurance coverage shall be primary insurance coverage as respects City of Santa Ana, its City Council, officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by City of Santa Ana, its City City Council 21 – 80 12/17/2024

Council, officers, officials, employees, agents, or volunteers shall not contribute with it.

3. A severability of interest provision must apply for all the additional insureds, ensuring that Contractor’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.

4. Contractor hereby grants to City a waiver of subrogation which any insurer of said Contractor may acquire against City of Santa Ana, its City Council, officers, officials, employees, agents and volunteers” by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement(s) that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from any insurer(s).

5. Each insurance policy required by this clause shall provide that coverage shall not be canceled, suspended, voided, reduced in scope or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City and ten (10) days prior written notice of policy cancellation or non-renewal due to non-payment.

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Diana Mazariego, 20 Civic Center Plaza M-85, Santa Ana, CA 92701. The name and location of project must be indicated in the Description of Operations section of each certificate.

Claims Made Policies
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of work.

3. If coverage is cancelled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of work.

4. A copy of the claims reporting requirements must be submitted to City.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to CITY.

Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ City Council 21 – 81 12/17/2024

Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Contractor, its employees, agents and sub-contractors.

Verification of Coverage
Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause). A statement on a Certificate(s)/Evidence of Insurance will not be accepted in lieu of the actual endorsements required herein. Failure to obtain the required documents prior to the work beginning shall not waive Contractor’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

Sub-Contractors
Contractor shall require and verify that all sub-contractors maintain insurance meeting all requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from sub-contractors. For CGL coverage, sub-contractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

Failure to Maintain Insurance Coverage
If Contractor, for any reason, fails to maintain insurance coverage which is required pursuant to this contract, the same shall be deemed a material breach of contract. City, at its sole option, may terminate this contract at any time and obtain damages from Contractor resulting from said breach.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

8. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, City Council 21 – 82 12/17/2024

to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement.

10. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.

11. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City.

12. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

City Council 21 – 83 12/17/2024

13. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City.

16. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of City Council 21 – 84 12/17/2024

performance specified in the Recitals of this Agreement.

17. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

18. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

19. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

20. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City:

City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:

Executive Director, Public Works Agency
City Council 21 – 85 12/17/2024

City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-647-5635
To Contractor:

A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
[signatures on following page]
T.E. Roberts, Inc.

Attn: Timothy Roberts, President
17771 Mitchell North
Irvine, CA, 92614
City Council 21 – 86 12/17/2024
Nabil Saba
Digitally signed by
Nabil Saba
Date: 2024.11.27
11:27:34 -08'00'
City Council 21 – 87 12/17/2024

EXHIBIT A
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EXHIBIT B
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EXHIBIT 4
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Digitally signed by Nabil
Saba Nabil Saba Date: 2024.11.26
17:09:53 -08'00'
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Community Development Agency
www.santa-ana.org/community-development
Item # 22
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 17, 2024
TOPIC: Street Outreach and Engagement Agreement with City Net

AGENDA TITLE
Agreement with City Net to Provide Street Outreach and Engagement Services for Individuals Experiencing Homelessness (Non-General Fund)

RECOMMENDED ACTION

1. Authorize the City Manager to execute an agreement with Kingdom Causes, Inc. dba City Net, in an annual amount not to exceed $3,750,420, for the Santa Ana Multidisciplinary Street Outreach and Engagement (SMART) Program to provide homeless outreach services and non-emergency, non-medical dispatch services for homeless-related calls, for a one-year term from January 1, 2025 through December 31, 2025, with a one-year renewal option, for a total not-to-exceed amount of $7,500,840 for the entire agreement (Agreement No. 2024-XXX).

2. Authorize the City Manager to execute agreements required by state or federal agencies for the use of Homeless Housing, Assistance and Prevention (HHAP) funding, or for any additional funding that may become available.

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
On May 29, 2024, the City of Santa Ana (City) issued a Request for Proposal (RFP No. 24-079A) to retain services to provide Street Outreach and Engagement Services for Unhoused Individuals in the City. The RFP was posted on the City’s PlanetBids portal and organizations were notified who had expressed prior interest.

The City received three (3) proposals from Kingdom Causes (City Net), People Assisting the Homeless (PATH), and Volunteers of America (VOA). City staff conducted a minimum threshold review of the proposals to ensure compliance with RFP requirements. Following this review, staff formed a Review Panel consisting of staff from the Community Development Agency, City Manager’s Office, and the Santa Ana Police Department (SAPD). Staff scored the proposals independently following interviews. The proposals were evaluated based solely on the five (5) evaluation criteria outlined in the RFP - Responsiveness to RFP, Experience of Firm and Personnel, Proposed Pricing, References, and Bonus Points for the Interviews conducted with City Net, PATH, and VOA. The RFP provided a structure so that proposal responses could be evaluated City Council 22 – 1 12/17/2024
Street Outreach and Engagement Agreement with City Net
December 17, 2024

objectively and fairly. Following this review process City Net had the highest scores in all five (5) evaluation categories and the table below summarizes the results of the evaluation, providing the average score and ranking for the proposals.

Proposal Submitted By Average Score
City Net 110
PATH 102
Volunteers of America 99
City staff reviewed the current SMART program, analyzed outreach data from the past two years, assessed proposals, and considered new guidance from the U.S. Supreme Court's ruling in the Grants Pass case, which underscores the importance of outreach services. The proposed 2025 Street Outreach Program integrates all of these factors into a recommendation to contract with the highest-scoring organization to deliver a street outreach program.

The City’s current contract with City Net provides a trauma informed, non-law enforcement, homeless outreach and engagement resource, known as SMART (Santa Ana’s Multi-Disciplinary Homeless Response Team). City Net responds to reports of non-criminal homeless-related activity identified through the MySantaAna app, the community call line, priority calls from City staff, and transfers from SAPD dispatch.

Case Managers additionally provide in-reach services in the City jail and provide case management services for individuals on the streets enrolled in their program. Outreach workers transport individuals to shelters, treatment facilities, appointments, and services to help with documents. Housing Navigators assist in matching clients to housing units.

The last contract approved by the City Council was on December 19, 2023, in the amount of $3,841,845.

City Net has been very accommodating to the City’s requests to add programming, such as conducting a local and updated Point-in-Time Count in October 2024 specifically for the city. This count was completed within the budget provided for the current contract’s financial agreement.

Several of the outreach reports involve individuals with high needs who frequently resist services, making them some of the most challenging cases. This issue can be mitigated through increased and/or sustained intervention, even after shelter placement, by closely partnering and collaborating with staff from the Carnegie Navigation Center (City Shelter). City Net will now implement a 'Shelter Retention and Re-Engagement Initiative' in conjunction with the City Shelter to engage with clients who have exited. This initiative aims to thoroughly assess the reasons for their exit and explore ways to reengage them with the system or alternative support options.

City Net will respond to reports for street outreach, maintain case management services for the hundreds of individuals they currently have established relationships with, and staff a dispatch operation that reduces impact on emergency police and fire services.

The program hours will be 7 a.m. to 9 p.m. daily, with a total of ten teams in the field, City Council 22 – 2 12/17/2024
Street Outreach and Engagement Agreement with City Net
December 17, 2024

with dispatch staff that divert non-emergency calls from SAPD to City Net, and a Jail Release Program (see Exhibit C of the Agreement with City Net attached as Exhibit 1).

These services are critical because of cost savings that City Net staff provides to the SAPD for transferred phone calls for homeless related services. City Net staff also provide outreach workers who can connect homeless with services and have been able to connect with service resistant homeless and convince some to go into the City and County shelters.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
The current fiscal year funding for HHAP-3 Payment to Subagent (account no. 12218717-69135) and HHAP-4 Payment to Subagent account (no. 12218718-69135) is available in the FY 2024-25 budget. Any remaining balances not expended at the end of the fiscal year will be presented to the City Council for approval of carryovers for FY 2025-26.

The City has restricted funding as outlined in the HHAP grant program. Upon receipt, the award will be presented to the City Council for appropriation adjustment and posted to the appropriate account number.

Funds per fiscal year may vary based upon actual invoicing of hours, services worked, and funding availability. The City anticipates savings of up to $700,000 from the CY2024 agreement. These savings will decrease the City’s restricted funding obligation and be reflected after close-out of CY2024 invoicing.

Fiscal
Year
Accounting
Unit-Account
Fund
Description
Accounting Unit,
Account Description
Amount
FY24-25 12218717-
69135
Emergency and
Health Grants
HHAP 3 –
Payment to Subagent
$1,000,232
FY 24-25 12218718-
69135
Emergency and
Health Grants
HHAP 4 –
Payment to Subagent
$874,978
FY 25-26 12218718-
69135
Emergency and
Health Grants
HHAP 4 –
Payment to Subagent
$402,695
FY 25-26 122187xx69135Emergency and
Health Grants
HHAP –
Payment to Subagent
$1,472,515
Total: $3,750,420

EXHIBIT(S)

1. Agreement with City Net
Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Alvaro Nuñez, City Manager
City Council 22 – 3 12/17/2024

AGREEMENT BETWEEN THE CITY OF SANTA ANA AND
KINGDOM CAUSES, INC. DBA CITY NET FOR

STREET OUTREACH AND ENGAGEMENT SERVICES
THIS STREET OUTREACH AND ENGAGEMENT AGREEMENT (“Agreement”) is made and entered into on this 17th day of December, 2024, by and between Kingdom Causes, Inc., dba City Net, a California nonprofit corporation (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On May 29, 2024, the City released Request for Proposals #24-079A (“RFP”) for Street Outreach and Engagement Services for Unhoused Individuals in Santa Ana to meet the immediate needs of people experiencing homeless in unsheltered locations of the City, and connect them with emergency shelter, housing, or critical services. The RFP allowed for the selection of a vendor to provide services for a one (1) year initial period with up to four (4) one-year extensions. Contractor submitted a responsive proposal that was selected by the City (“Proposal”). The Contractor’s Proposal is referenced herein as if set forth in full.

B. City seeks a contractor to help the unhoused individual/family begin the process of obtaining the supportive services they need to obtain temporary and permanent housing, medical health treatment, mental health treatment, and counseling essential for achieving independent living. Contractor represents Contractor is able and willing to provide such services to the City.

D. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
Contractor shall perform during the term of this Agreement, the tasks and obligations, including all labor, materials, tools, equipment, and incidental customary work, required to fully and adequately complete the services described and set forth in the Scope of Work attached hereto as Exhibit A.

Contractor shall comply with all applicable Federal Regulations and Federal Contract Provisions detailed in the City’s RFP (Exhibits III-A and III-B of the RFP, respectively), also attached hereto collectively as Exhibit B.
1 EXHIBIT 1
City Council 22 – 4 12/17/2024

2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges detailed in the Budget attached hereto as Exhibit C.

The annual amount shall not exceed $3,750,420 and the total sum to be expended for the Agreement shall not exceed $7,500,840.
b. Contractor agrees and understands that the City has the right to withhold up to 10% of the total contract value pursuant to the contractor achieving performance-based goals provided in Exhibit A. City shall evaluate said goals on a quarterly basis.

Amounts subject to being withheld shall not exceed $93,760.48 per quarter, or $31,253.49 monthly, during each quarter. The total annual amount, subject to withholding, shall not exceed $375,041.92.
c. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor’s account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.
d. The compensation required pursuant to this Agreement may be paid by City to Contractor from multiple federal, state, and local funding sources (each individually a "Funding Source" and cumulatively the "Funding Sources"), including, but not limited to, the following:
i. HHAP
Contractor will be required to enter into a separate funding agreement for each Funding Source. Contractor will be required to comply with all requirements of each Funding Source, as detailed in the separate funding agreements. The total amount of compensation in said funding agreements shall count toward the total amount due and owing from City to Contractor under this Agreement, not compensation in addition to the total amount of this Agreement. If Contractor does not execute any of the separate funding agreements, Contractor will forfeit that amount of funding from that Funding Source, and City will have the option to terminate this Agreement pursuant to the terms of Section 15, below. Additionally, in the event any Funding Source is reduced by 25% or more, City will have the option to terminate this Agreement pursuant to the terms of Section 15, below. 2 EXHIBIT 1
City Council 22 – 5 12/17/2024

3. TERM
This Agreement shall commence on January 1, 2025, and continue through December 31, 2025, with the option for the City to grant up to a one (1) one-year renewal, exercisable by a writing by the City Manager and the City Attorney unless terminated earlier in accordance with Section 15 below.

4. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data.

Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

6. INSURANCE
Contractor shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, and damages to property (including computer equipment), theft, or other misuse of City’s data, infringement of intellectual property, invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, or employees.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
3 EXHIBIT 1
City Council 22 – 6 12/17/2024

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 general aggregate.

2. Technology Professional Liability Errors and Omissions Insurance (E&O):
appropriate to the Consultant’s profession and work hereunder, with limits not lessthan $2,000,000 per occurrence and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limited to, claims involving business interruption, damage to or destruction of electronic information, and alteration of electronic information. The policy shall provide coverage for Contractor’s failure to provide professional services and/or products under this Agreement. The Policy shall include, or be endorsed to include, damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of City in the care, custody, or control of Contractor.

3. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering code 1 (any auto, with limits no less than $1,000,000 combined single limits.

4. Workers’ Compensation (W/C): as required by the State of California, with statutory limits, and Employer’s Liability insurance with limits of no less than $1,000,000 per accident, policy, employee, for bodily injury or disease.

If Contractor maintains broader coverage and/or higher limits than the minimums shown above for any line of coverage, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following provisions:

1. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Contractor’s CGL, and E&O policies, with respect to any liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, equipment, and personnel furnished in connection with such work or operations.

2. Contractor’s Insurance companies agree to waive all rights of subrogation against City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Contractor under this Agreement.
4 EXHIBIT 1
City Council 22 – 7 12/17/2024

3. For any claims related to this contract, Contractor’s insurance coverage shall be primary and any insurance maintained by City of Santa Ana, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.

4. A severability of interest provision must apply for all the additional insureds, ensuring that Contractor’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.

5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium.

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Community Development Agency, 20 Civic Center Plaza, M-25, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by City. City may require Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A-:VII, unless otherwise acceptable to City.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:

1. The retroactive date must be shown and must be before the date of the contract.

2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase “extended reporting” coverage for a minimum of three (3) years after completion of work.

Verification of Coverage
Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause). Failure to obtain the required documents prior to the work beginning shall not waive Contractor’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
5 EXHIBIT 1
City Council 22 – 8 12/17/2024
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Failure to Maintain Insurance Coverage
If Contractor, for any reason, fails to maintain insurance coverage, which is required pursuant to this Agreement, for the entire term of this contract, the same shall be deemed a material breach of Agreement. City, at its sole option, may terminate this Agreement at any time and obtain damages from Contractor resulting from said breach.

7. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

8. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 6 EXHIBIT 1
City Council 22 – 9 12/17/2024

9. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.

10. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential Information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential Information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that: (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor, disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or, (e) is independently developed by the Contractor without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

12. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
7 EXHIBIT 1
City Council 22 – 10 12/17/2024

13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services that are the subject to this Agreement performed by City personnel or by other contractors retained by City.

15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 8 EXHIBIT 1
City Council 22 – 11 12/17/2024
9 17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

18. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City:

City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:

Executive Director
Community Development Agency
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
To City Net:

CityNet dba Kingdom Causes
Attn: Brad Fieldhouse, CEO
4508 Atlantic Ave., Ste. 292
Long Beach, CA 90807
Copy:

[email protected]
EXHIBIT 1
City Council 22 – 12 12/17/2024
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or ce1tified, with postage prepaid, and addressed as set fo1th above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set fo1th on the transmission report issued by the transmitting facsimile machine, addressed as set f01th above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and waiTants that its signature herein below has the power, authority and right to bind their respective patties to each of the tenns of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

IN WITNESS WHEREOF, the patties hereto have executed this Agreement the date and year first above written.

ATTEST:

Jennifer L. Hall
City Clerk
APPROVED AS TO FORM:

SONIA R. CARVALHO
City Attorney
By ~c&~ ()jJ ti,_4__ ~ -1i.../!L,
Andrea Garcia-Miller
Assistant City Attorney
RECOMMENDED FOR APPROVAL:

Michael
~~ Garcia
Executive Director
Community Development Agency

CITY OF SANTA ANA
Alvaro Nunez
City Manager

CITYNET
Brad Fieldhouse
CEO
EXHIBIT 1
City Council 22 – 13 12/17/2024

EXHIBIT A
Scope of Work
EXHIBIT 1
City Council 22 – 14 12/17/2024

CITY OF SANTA ANA
Contractor shall perform services as set forth below.

A. GENERAL REQUIREMENTS

1. Provide enhanced homeless street outreach and engagement, case management and referral services to shelter and treatment to primarily benefit Individuals experiencing homelessness in the City of Santa Ana.
a. Provide eligibility screening and referral processes to shelters, recuperative care programs, drug rehabilitation centers, crisis stabilization units, mental health clinics, medical health facilities and additional appropriate County Behavioral Health, Health Care and Social Services programs.
b. Provide Case Management on the streets for individuals unable to go into shelter.

2. Meet Santa Ana’s homeless population where they are, provide supportive wrap-around services, and offer both temporary and long-term housing opportunities. a. Follow best practice models such as progressive engagement, motivational interviewing, and other strength-based practices to build trust for future service. b. Exit individuals off the streets of Santa Ana by providing placement in emergency shelter, transitional housing, permanent housing or family reunification.

3. Designate a point-of-contact who is available to address issues that may arise and is capable to coordinate wi t h City staff and Santa Ana Police Department.

4. Receive diverted homeless calls for service from City law enforcement.

5. Be both proactive and responsive to calls and reports made through the MySantaAna app and Community Call Line.

6. Include outreach scheduling outside of standard business hours. a. Overall Hours of Operation, including most City holidays, are:
• Seven days per week, 7:00 AM to 9:00 PM
b. Community Call Line hours are:
• Seven days per week, 7:00 AM to 9:00 PM
c. Hours may be adjusted by mutual agreement between City and Contractor.

7. Provide Live/In-Person Dispatch Services during overall operating hours capable of:
a. Providing robust dispatch services
b. The use of computer-aided dispatch system capable of providing:
• Real-time data and metrics;
• Historic data and reports; and
• Knowledge and clear understanding of all staff activities and interactions in the public.
c. Assigned Call Center Supervisor

EXHIBIT A

SCOPE OF SERVICES
EXHIBIT 1
City Council 22 – 15 12/17/2024
B. PROGRAM COMPONENTS

1. Housing Navigational Services when appropriate;

2. Licensed Clinical Social Work Clinicians, or access to;

3. Drug and Alcohol Counselors, or access to;

4. Transportation/Shuttle Services;

5. City Jail Release;

6. Emergency Mental and Medical Health Referrals;

7. Data Collection; and

8. Provide a “Shelter Retention and Re-Engagement Initiative” in conjunction with the shelter to engage with exited clients to comprehensively determine reasons for exiting and how we might reengage them in the system or alternatives.

C. REPORTS AND DELIVERABLES

1. All services must be easily accessible and evaluated for effectiveness on a regular basis.

Program Deliverables:

Service Annual Goal
Service Annual Goal
Outreach contacts 4000
Substance Abuse Referrals 120
Calls Dispatched * 8000
Case Management Services 1020
Jail Release Services 25
Street Exits 750
Bridge Housing for Families 20
*This deliverable may have variance. City Net cannot impact # of calls from the community.

2. Monthly, quarterly and an annual report is required. a. Reporting metrics are subject to change, but mainly consist of performance goals on numbers served in varying agreed-upon categories, as well as dollars spent.

3. Data entry, analysis and reporting in the Homeless Management Information System (HMIS) and the ability to provide data necessary for reporting and posting on a data dashboard is required.

4. Provide data necessary for submitting reports required by both State and Federal agencies.

D. STAFFING/TEAM MODELS

1. Minimum of two, two-person teams in the field at all times. a. Number of teams may change during the contract period.

EXHIBIT 1
City Council 22 – 16 12/17/2024

2. Employees are to be compensated at a comparable wage for each position.

3. Provide adequate staffing and supervision with appropriate ongoing staff training.

4. Employees are expected to wear identifying badges or uniforms while working. a. The City, however, is willing to pay for some uniform fees. Proposers may add these fees as part of their cost proposal.

E. JOINT COORDINATION/PARTICIPATION

1. Contractor must coordinate and participate with the following agencies:
a. Orange County Continuum of Care and related programs and operators; b. Santa Ana Quality of Life Team (QOLT);
c. City of Santa Ana Homeless Services Division; and
d. Operator of the Santa Ana Navigation Center.

2. The Contractor will coordinate closely with the Operator of the City’s Navigation Center and will participate in monthly Outreach and Operation Team meetings.

3. The work of the Contactor’s teams will be coordinated through with City of Santa Ana Homeless Services Department of the Community Development Agency.

4. The Contractor’s teams will also work with staff from the Santa Ana Housing Authority to assist clients in getting document-ready for affordable housing opportunities.

5. The Contractor will coordinate with the City of Santa Ana Housing Authority, Orange County Social Service Agencies, and nonprofit organizations, as appropriate.

6. Participation in the Coordinated Entry System (CES).

EXHIBIT 1
City Council 22 – 17 12/17/2024

EXHIBIT B

FEDERAL REGULATIONS
a. Federal Regulations – Recipient must comply with the government cost principles, uniform administrative requirements and audit requirements for federal grant program housed within Title 2, Part 200 of the Code of Federal Regulations.
b. Debarment and Suspension – As required by Executive Orders 12549 and 12689, and 2 CFR §200.212 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government.
c. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by CITY, the grant agency and/or their duly authorized representatives for a period of three (3) years from the date of submission of the final expenditure report by the City of Santa Ana. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Recipient shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours. d. Reports - Recipient shall provide to City all records and information requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies. e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. f. Americans with Disabilities Act of 1990 - (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. g. Political Activity - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act".
h. No Lobbying - Recipient will comply with all applicable lobbying prohibitions and laws, EXHIBIT 1
City Council 22 – 18 12/17/2024
including those found in the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352, et seq.), and agrees that none of the funds provided under this award may be expended by the Recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement.
i. Non-Discrimination and Equal Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non-Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39.

In the event a Federal or State court, Federal or State administrative agency, or the Recipient makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Recipient will forward a copy of the findings to CITY which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. If applicable, recipient will comply with the equal opportunity clause in 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375. j. Equal Employment Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR, Subtitle B, Chapter 60), as applicable.
k. Public Contracts Code - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. l. Copeland Anti-Kickback Act - Recipient will comply, and all its contractors and subcontractors (or subrecipients) shall comply, with all requirements of the Copeland “Anti-Kickback” Act (40 U.S.C. 3145) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable.
(1) Contractor – Contractors shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. Part. 3 as may be applicable, which are incorporated by reference into this contract.
(2) Subcontracts – Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.

EXHIBIT 1
City Council 22 – 19 12/17/2024
(3) Breach – A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §

5.12. m. Davis-Bacon Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis-Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.

Contractors are required to pay wages to laborers and mechanics at a rate no less than the prevailing wages specified in a wage determination made by the Secretary of Labor.

Additionally, contractors are required to pay wages not less than once a week. n. Work Hours and Safety - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3702 and 3704) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
o. Clean Air Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued under the Clean Air Act (42 U.S.C. 7401-7671q), and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as applicable. p. Energy and Conservation - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable.
q. Waste Disposal - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable.
r. Patent Rights - Recipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR Part 401 and any other implementing regulations, as applicable.
s. Copyright - Recipient may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve a royalty-free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose:
(1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government’s, SAA’s and City’s rights identified above must be conveyed to the publisher and the language of the publisher’s release form must ensure the EXHIBIT 1
City Council 22 – 20 12/17/2024
preservation of these rights.
t. Telecommunications (2 CFR 200.216) - Recipient will comply with FEMA Policy 405-143- 1, Prohibitions on Expending FEMA Award Funds on Covered Telecommunication Equipment or Services (Interim), which prohibits grant recipients and subrecipients from obligating or expending loan or grant funds to procure or obtain, extend or renew a contract to procure or obtain, or to enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.

As described in Public Law 115-232, section 889, covered telecommunications equipment is:
(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (2) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).
(3) Telecommunications or video surveillance services provided by such entities or using such equipment.
(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.
u. Domestic preferences for procurements (2 CFR 200.322) - Recipient agrees that as appropriate and to the extent consistent with law, it will, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). This requirement must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of this provision: “produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; and “manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. v. Equal Employment in Construction Contracts - Pursuant to Equal Employment Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any construction contract thereunder, if applicable, during the performance of this contract, the contractor agrees as follows:

EXHIBIT 1
City Council 22 – 21 12/17/2024
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

EXHIBIT 1
City Council 22 – 22 12/17/2024
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance.

EXHIBIT 1
City Council 22 – 23 12/17/2024

FEDERAL CONTRACT PROVISIONS
During the performance of this Agreement, Consultant shall comply with all applicable federal laws and regulations including, but not limited to, the federal contract provisions in this Exhibit C.

1. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.327)
(a) Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. The Contract Documents include remedies for breach and termination for cause and convenience.
(b) Appendix II to Part 200 (C) – Equal Employment Opportunity: If this Agreement meets the definition of a “federal assisted construction contract” in 41 CFR § 60-1.3, Consultant agrees as follows during the performance of this Agreement:
(i) The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin.

The Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (ii) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (iii) The Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information. (iv) The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

EXHIBIT 1
City Council 22 – 24 12/17/2024
(v) The Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (vi) The Consultant will furnish all information and reportsrequired by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(vii) In the event of the Consultant's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (viii) The Consultant will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Consultant will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Consultant may request the United States to enter into such litigation to protect the interests of the United States.

The City further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the City so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Agreement.

The City agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of the Consultant and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The City further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant EXHIBIT 1
City Council 22 – 25 12/17/2024
to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the City agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant (contract, loan, insurance, guarantee) for this project; refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.
(c) Appendix II to Part 200 (D) – Davis-Bacon Act: Not applicable to this Agreement since it is funded by CSLFRF.
(d) Appendix II to Part 200 (D) – Copeland “Antti-Kickback” Act: Not applicable to this Agreement since it is funded by CSLFRF.
(e) Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:
(i) Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
(ii) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the Consultant and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.
(iii) Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Consultant or subcontractor under any such contract or any other Federal contract with the Consultant, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Consultant, such sums as may be determined to be necessary to satisfy any liabilities of Consultant or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section.

EXHIBIT 1
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(iv) Subcontracts. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Consultant shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section.
(f) Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement:

If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the Consultant wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Consultant must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency..
(g) Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act:
(i) Pursuant to the Clean Air Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000. (ii) Pursuant to the Federal Water Pollution Control Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.
(h) Appendix II to Part 200 (H) – Debarment and Suspension:
(i) This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. Assuch Consultant isrequired to verify that none of the Consultant, its principals(defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (ii) Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(iii) This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart EXHIBIT 1
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C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (iv) Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this Agreement are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the City in writing immediately if Consultant or its subcontractors are not in compliance during the term of this Agreement.
(i) Appendix II to Part 200 (I) – Byrd Anti-Lobbying Act: Consultants that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.
(j) Appendix II to Part 200 (J) – §200.323 Procurement of Recovered Materials:
(i) Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement.
(ii) In the performance of this Agreement, the Consultant shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: competitively within a timeframe providing for compliance with the contract performance schedule; meeting contract performance requirements; or at a reasonable price. (iii) Information about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. (iv) The Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”
(k) Appendix II to Part 200 (K) – §200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment:
(i) Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a EXHIBIT 1
City Council 22 – 28 12/17/2024
substantial or essential component of any system, or as critical technology as part of any system funded under this Agreement. As described in Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (1) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).
(2) Telecommunications or video surveillance services provided by such entities or using such equipment.
(3) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (ii) See Public Law 115-232, section 889 for additional information. (l) Appendix II to Part 200 (L) – §200.322 Domestic Preferences for Procurement:
(i) Consultant shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts.
(ii) For purposes of this section:
(1) “Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
(2) ‘‘Manufactured products’’ means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

2. CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321) (a) Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award.
(b) Affirmative steps shall include:

EXHIBIT 1
City Council 22 – 29 12/17/2024
(i) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
(ii) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;
(iii) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises;
(iv) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and (v) Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce. (c) Consultant shall submit evidence of compliance with the foregoing affirmative steps when requested by the City.

3. COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS

LOCAL FISCAL RECOVERY FUND AWARD TERMS AND CONDITIONS
(a) Maintenance of and Access to Records. Consultant shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. Consultant agrees to provide the City, Treasury Office of Inspector General and the Government Accountability Office, or any of their authorized representatives access to any books, documents, papers, and records (electronic an otherwise) of the Consultant which are directly pertinent to this Agreement for the purposes of conducting audits or other investigations. Records shall be maintained by Consultant for a period of five (5) years after completion of the Project.
(b) Compliance with Federal Regulations. Consultant agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance issued by Treasury regarding the foregoing. Consultant also agrees to comply with all other applicable federal statutes, regulations, and executive orders, including, without limitation, the following:
(i) Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference.
(ii) Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference.
(iii) OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19.

EXHIBIT 1
City Council 22 – 30 12/17/2024
(iv) Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. (v) Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. (vi) New Restrictions on Lobbying, 31 C.F.R. Part 21.
(vii) Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.
(c) Compliance with Federal Statutes and Regulations Prohibiting Discrimination. Consultant agrees to comply with statutes and regulations prohibiting discrimination applicable to the CSLFRF program including, without limitation, the following:
(i) Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance. (ii) The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability.
(iii) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance.
(iv) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance. (v) Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.
(d) False Statements. Consultant understands that making false statements or claims in connection with the CSLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law. (e) Protections for Whistleblowers.
(i) In accordance with 41 U.S.C. § 4712, Consultant may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant.

EXHIBIT 1
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following:
management;
(ii) The list of persons and entities referenced in the paragraph above includes the (1) A member of Congress or a representative of a committee of Congress; (2) An Inspector General;
(3) The Government Accountability Office;
(4) A Treasury employee responsible for contract or grant oversight or (5) An authorized official of the Department of Justice or other law enforcement agency;
(6) A court or grand jury; or
(7) A management official or other employee of Consultant, or a subcontractor who has the responsibility to investigate, discover, or address misconduct. (f) Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Consultant is encouraged to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented or personally owned vehicles, and encourage its subcontractors to do the same
(g) Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Consultant should encourage its employees and subcontractors to adopt and enforce policies that ban text messaging while driving, and Consultant should establish workplace safety policies to decrease accidents caused by distracted drivers.
(h) Assurances of Compliance with Civil Rights Requirements. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply to the Project, including, but not limited to, the following:
(i) Consultant ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents.
(ii) Consultant acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency (LEP),” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, are limited in their English proficiency. Consultant understands that the denial of access to persons to its programs, services and activities because of their limited proficiency in English is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964. Accordingly, Consultantshall initiate reasonable EXHIBIT 1
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steps, or comply with Treasury’s directives, to ensure meaningful access to its programs, services and activities to LEP persons. Consultant understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary to ensure effective communication in the Project.
(iii) Consultant agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on LEP, please visit http://www.lep.gov.
(iv) Consultant acknowledges and agrees that compliance with this assurance constitutes a condition of continued receipt of federal financial assistance and is binding upon Consultant and Consultant’s successors, transferees and assignees for the period in which such assistance is provided. (v) Consultant agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Consultant and the Consultant’s subcontractors, successors, transferees and assignees:

The subcontractor,successor, transferee and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also extends protection to persons with “Limited English proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). (vi) Consultant understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Consultant, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Consultant for the period during which it retains ownership or possession of the property.
(vii) Consultant shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. Consultant shall comply with information requests, on-site compliance reviews, and reporting requirements.
(viii) Consultant shall maintain a complaint log and inform the Department of the Treasury of any accusations of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or EXHIBIT 1
City Council 22 – 33 12/17/2024
completed, including outcome. Consultant must also inform the Department of the Treasury if Consultant has received no complaints under Title VI.
(ix) Consultant must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the Consultant and the administrative agency that made the finding. If the Consultant settles a case or matter alleging such discrimination, Consultant must provide documentation of the settlement. If Consultant has not been the subject of any court or administrative agency finding of discrimination, please so state.
(x) If Consultant makes sub-awards to other agencies or other entities, Consultant is responsible for assuring that sub-recipients also comply with Title VI and all of the applicable authorities covered in this assurance.

EXHIBIT 1
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EXHIBIT C
Budget
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Santa Ana SMART Street Outreach and Engagement, Jan 1, 2025 - Dec 31, 2025 Live phone response and dispatch, 7 days/week, 9:00am to 9:00pm
10 total teams operating seven days a week, 7:00am to 9:00pm, including City Jail Release Program Labor
Title/Role Description
Estimated
Full Comp
(inc 2.5%)
Est.

Hrs/
wk
Wks Est.

FTE

TOTAL NTE
Regional Director Project compliance with management, operations and public safety standards to achieve programmatic outcomes $68.64 12 52.00 0.30 $42,834.01
Regional Program Supervisor Project supervision, staff management $58.23 40 52.00 1.00 $121,118.92 Field Supervisor Field supervision, staff management $48.55 40 52.00 2.00 $201,985.68 Dispatch Supervisor Call center supervisor $46.60 40 52.00 1.00 $96,920.72 Dispatch Staff Live call response $36.21 40 52.00 5.00 $376,617.80 Case Managers O+E, case management $41.46 40 52.00 18.00 $1,552,309.20 Case Manager III O+E, case management, Drug & Alcohol Counselors $48.04 40 52.00 2.00 $199,853.68 Data Analyst HMIS data entry, reporting, compliance $37.76 40 52.00 1.00 $78,542.88 Executive leadership Project oversight, quality control, communications, problem solving
$106.84 16 52.00 0.40 $88,887.34
Finance and billing Payroll, billing $54.55 24 52.00 0.60 $68,079.02 Human resources Staff recruiting, hiring, training, disputes $45.13 20 52.00 0.50 $46,935.98 Operations Inventory, purchasing, technical support $43.16 16 52.00 0.40 $35,911.41 Staffing Vacancy Modifier at 8.25% to account for customary, industry-standard,staffing vacancies/transitions -2.66 -$240,074.72 Labor Subtotal: 29.54 $2,669,921.92
Operations and Program Expenses
Item Description TOTAL
Client Services Client/staff travel: Twelve vehicles, fuel, Uber/Lyft, EE mileage reimbursements, etc. $249,600.00 Client Services Emergency Shelter for families $173,000.00 Rent Office space and office furniture rental $112,320.00 Computing and
Telecommunications
Computing (computer, IPad, phone), telecommunications (phones & cellservice), printer/copier w/supplies, hardware & software, wifi, etc. $44,315.25
Services and supplies Uniforms, copies, forms, office supplies, PPE supplies, etc. $28,361.76 Services and supplies IT support and client management software licenses $35,452.20 Services and supplies Financial audit $12,408.27
Services and supplies Liability insurance, cyber security insurance, Worker's Compensation insurance $84,092.62 Operations and Program Expenses Subtotal: $739,550.10
Indirect
Category Description TOTAL
De minimisrate for non-federal entity Per 2 CFR 200.414-11, de minimis rate established for non-Federal entities who do not have negotiated Indirect Cost Rate. This fee is charged at a rate of 10% to offset expenses incurred by the organization but not billable as direct project expenses.
$340,947.20
Indirectsubtotal: $340,947.20
Project TOTAL $3,750,419.22
EXHIBIT 1
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Community Development Agency
www.santa-ana.org/community-development
Item # 23
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 17, 2024
TOPIC: Strengthening Regional Workforce Development Partnerships and Advancing Education-Industry Alignment through WIOA Initiatives

AGENDA TITLE
Agreements with the County of Orange to Strengthen Regional Workforce Development Partnerships and Advancing Education-Industry Alignment through WIOA Initiatives (Non-General Fund)

RECOMMENDED ACTION

1. Authorize the City Manager to execute an agreement with the County of Orange accepting grant funds of $110,000 to assist in the coordination and implementation of the Regional Equity and Recovery Partnership (RERP) grant for the period from December 17, 2024 to December 31, 2025, subject to non-substantive changes (Agreement No. A-2024-XXX).

2. Authorize the City Manager to execute an agreement with the County of Orange accepting grant funds of $30,000 for coordination of workforce efforts under the Regional Plan Implementation (RPI) 5.0 grant for the period of December 17, 2024 to March 31, 2025, subject to non-substantive changes (Agreement No. A-2024- XXX).

3. Approve an appropriation adjustment to recognize $30,000 in funds from Orange County Grant Revenue Federal Grant-Indirect account (no. 12418002-52001) and $110,000 from State Grant-Indirect account (no. 12418002-52027) and appropriating the same amounts to OC WIOA RPI 5.0 expenditure account (no. 12418750- various) and OC RERP expenditure account (no. 12418752-various), respectively (Requires five affirmative votes).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Workforce Innovation and Opportunity Act (WIOA) mandates partnerships as a key component of California’s State Plan to align education and training services with the needs of regional industry sectors across the state's 15 WIOA Regional Planning Units.

Additionally, California state law requires coordination between K-12 schools, community colleges, and WIOA systems, and emphasizes the use of sector strategies as the operational framework for the state’s workforce development system.

City Council 23 – 1 12/17/2024
Strengthening Regional Workforce Development Partnerships December 17, 2024

The Orange Workforce Alliance (OWA) consists of three local Workforce Development Boards that serve 34 cities and several large unincorporated areas in Orange County.

These boards include the Anaheim Workforce Development Board (serving the City of Anaheim), the Santa Ana Workforce Development Board (serving the City of Santa Ana), and the Orange County Workforce Development Board (serving the remaining 32 cities and unincorporated areas). The OWA works collaboratively with various partners to leverage the region's strengths, address challenges, and expand opportunities for community members and businesses, promoting economic vitality.

The State allocates RERP grant funds to support regional planning. OWA will utilize these funds to accelerate and enhance ongoing efforts under the Regional Workforce Plan, focusing on system alignment, partnerships, and regional programs that promote economic growth, equity, shared prosperity, and environmental sustainability. A key objective of the RERP grant is to strengthen the partnership with Orange County community colleges by creating targeted short-term education interventions to improve workforce preparation and participation, particularly for English language learners, immigrants, and first-generation college students.

The project prioritizes two key industry sectors: healthcare and information technology.

OWA will partner with local community colleges to develop training programs in fields such as Medical Laboratory Technician, Cybersecurity, Supply Chain Management, Web Services, and Introduction to Information Technology. These programs will incorporate strategies to support the target populations, including additional support services, cohort models, and Vocational English as a Second Language training (Exhibit 1).

Additionally, the California Workforce Development Board has awarded WIOA Governor’s discretionary funds for Regional Plan Implementation (RPI) 5.0 to support the implementation of local and regional workforce plans in 15 state-defined workforce areas. The purpose of the RPI 5.0 funding is to assist OWA in developing regional leadership, organizing industry leaders, and collaborating with workforce, education, and economic development partners to scale efforts and build the capacity of frontline workforce staff and partners (Exhibit 2).

For these agreements, the County Workforce Development Board contracts directly with the State and subsequently sub-contracts with the City to facilitate participation in the regional workforce partnerships.

FISCAL IMPACT
Approval of the appropriation adjustment will recognize $30,000 in funds from Orange County Grant Revenue Federal Grant-Indirect account (no. 12418002-52001) and $110,000 from State Grant-Indirect account (no. 12418002-52027) and appropriate the same amounts to expenditure accounts as shown in the table below. Grant includes 10% Administrative costs with remaining to Program expenses.

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Strengthening Regional Workforce Development Partnerships December 17, 2024

Funds will be assigned, budgeted, and available for expenditure in FY 2024-25. Any remaining balances not expended at the end of the fiscal year will be presented to the City Council for approval of carryovers to FY 2025-26.

OC WIOA Regional Plan Implementation (RPI) 5.0
Fiscal
Year
Accounting UnitAccountFund
Description
Accounting Unit,
Account Description Amount
FY 24-25 12418750-61000 OC WIOA OC WIOA, Salaries
Regular $25,880
FY 24-25 12418750 -62500 OC WIOA OC WIOA, Rent
Payments $1,000
FY 24-25 12418750 -65400 OC WIOA OC WIOA, Indirect
Costs $3,120
Total: $30,000
OC Regional Equity and Recovery Partnership (RERP)
Fiscal
Year
Accounting UnitAccountFund
Description
Accounting Unit,
Account Description Amount
FY 24-25 12418752-61000 OC RERP OC RERP, Salaries
Regular $87,290
FY 24-25 12418752-62120 OC RERP
OC RERP, Training,
Transportation,
Meeting
$5,000
FY 24-25 12418752-62500 OC RERP OC RERP, Rent
Payments $5,000
FY 24-25 12418752-63001 OC RERP

OC RERP,
Miscellaneous
Operating Expenses
$1,900
FY 24-25 12418752-65400 OC RERP OC RERP, Indirect
Costs $10,810
Total: $110,000

EXHIBIT(S)

1. Agreement - RERP Grant

2. Agreement - Regional Plan Implementation 5.0
Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Alvaro Nuñez, City Manager
City Council 23 – 3 12/17/2024
County of Orange
OC Community Resources
Contract MA-012-25010265
For
Regional Workforce Training Services
Between
OC Community Resources
And
City of Santa Ana
MA-012-25010265
Regional Workforce Training Services

EXHIBIT 1
City Council 23 – 4 12/17/2024

CONTRACT
MA-012-25010265

BETWEEN
County of Orange
AND
City of Santa Ana
FOR
Regional Workforce Training Services

PROGRAM SERVICE FUNDING SOURCE STATE/FEDERAL
OCCS/WEDD Regional Regional Equity and Recovery State
Workforce Partnership (RERP) Grant
Training Services
TIDS Contract MA-012-25010265 for Regional Workforce Training 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 on behalf of OC Community Resources, Workforce & Economic Development Division ("County") and City of Santa Ana, D-U-N-S No. 083153247, a municipal corporation in the State of California, with a place of business at 20 Civic Center Plaza, Santa Ana, CA 92701-4058, ("Subrecipient"), with County and Subrecipient sometimes referred to as "Party", or collectively referred to as "Parties".

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

County of Orange
Attachment A -Scope of Services
Attachment B -Payment and Compensation
Attachment C -Budget Schedule
Attachment D -Staffing Plan
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

RECITALS
MA-012-25010265
OC Community Resources Regional Workforce Training Services Page2of54
EXHIBIT 1
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WHEREAS, County and Subrecipient accepts the State of California Employment Development Department Workforce Services Directive dated February 13, 2020, Number WSD20-01; and WHEREAS, the California Workforce Development Board ("CWDB") allocated State General Funds to expand and implement the partnerships and service strategies designed in the Slingshot and Regional Plan Implementation through the Regional Equity and Recovery Partnership ("RERP") grant program; and, WHEREAS, the Orange Regional Planning Unit was allocated $1.3 million in funding to administer and provide services under the RERP; and,
WHEREAS, County, acting as the Fiscal Agent of the grant, 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, Subrecipient and County are entering into this Contract for Regional Workforce Training Services under a firm fixed fee/cost reimbursement usage Contract; and, WHEREAS, County solicited Contract for Regional Workforce Training Services as set forth herein, and Subrecipient represented that it is qualified to provide Regional Workforce Training Services to the County as further set forth here; and,
WHEREAS, Subrecipient agrees to provide Regional Workforce Training Services to the County as further set forth in the Scope of Services, attached hereto as Attachment A; and, WHEREAS, County agrees to pay Subrecipient based on the schedule of fees set forth in Payment and Compensation, attached hereto as Attachment B; and,
WHEREAS, Subrecipient agrees to manage allotted funding set forth in the Budget Schedule, attached hereto as Attachment C; and
WHEREAS, Subrecipient agrees to meet the Staffing Plan requirements set forth in attached hereto as Attachment D; and
WHEREAS, the County Board of Supervisors has authorized the Procurement Officer or designee to enter into a Contract for Regional Workforce Training Services with the Subrecipient to carry out certain program services and activities within Fiscal Year 2024-25; 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 work, 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 County of Orange MA-012-25010265 Page3 o/54
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responsibilities for this Contract and manage all contractual changes as necessary or reasonable to comply with County Policies.
"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.

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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 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 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 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 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:

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 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 County of Orange MA-012-25010265 Page5 o/54
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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.

8. Patent/Copyright Materials/Proprietary Infringement:

Unless otherwise expressly provided in this Contract, Subrecipient shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Subrecipient warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Subrecipient agrees that, in accordance with the more specific requirement contained in 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 Subrecipient without the express written consent of County. Any attempt by Subrecipient to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.

10. Non-Discrimination:

In the performance of this Contract, Subrecipient agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Subrecipient acknowledges that a violation of this provision shall subject Subrecipient to penalties pursuant to Section 17 41 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, cost, expense or liability of any kind for cause ("Termination for Cause", as defined below), or (2) after 30 days' written notice without cause. Exercise by County of its right to terminate the Contract for cause or without cause shall relieve County of all further compensation, obligation, cost, expense or liability of any kind.

1. Termination for Cause: Termination for Cause shall mean the County's termination of the Contract in the event of:

A. A violation of the law or failure to comply in a timely manner with any condition of this Contract; B. Inadequate program performance;
C. Failure to comply with reporting requirements;
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D. Evidence that Subrecipient is in such an unsatisfactory financial condition, as determined by County, as to endanger performance of this Contract, including the loss of other funding sources; E. Delinquency in payment of taxes or the costs of performance of this Contract in the ordinary course of business;Appointment of a trustee, receiver or liquidator for all or a substantial part of Subrecipient's property, or institution of bankruptcy, reorganization, arrangement ofliquidation proceedings by or against Subrecipient;
F. Service of any writ of attachment, levy of execution, or commencement of garnishment proceedings against Subrecipient's assets or income;
G. Bankruptcy proceedings of Subrecipient;
H. Finding of Subrecipient's debarment or suspension;
I. Material change in Subrecipient's organizational structure; J. Any breach of the Contract by Subrecipient; and
K. Any misrepresentation, or fraud on the part of the Subrecipient.

2. Cost to Cover. In the event of any termination of the Contract, County may proceed with the work for which this Contract provides in any manner deemed proper by County. The cost to County of completing the work for which this Contract provides shall be deducted from any sums due Subrecipient under this Contract but Subrecipient shall not be relieved of liability. Notwithstanding the above, Subrecipient shall not be relieved of liability to County for damages sustained by County by virtue of any breach of this Contract by Subrecipient, and County may withhold any payments to Subrecipient until such time as the exact amount of damages due County from Subrecipient is determined.

3. Return of funds. Subrecipient agrees that upon expiration or notice of termination of this Contract or dissolution ofSubrecipient's entity, Subrecipient shall, immediately upon written demand, return to County all funds paid to Subrecipient by County, which are not payable for goods or services delivered prior to the termination or expiration of this Contract or the dissolution of Subrecipient's entity.

Nothing in this Article "Termination" shall preclude the County from exercising its termination rights as set forth in Article "Contingency of Funds" or under any other provision in the Contract.

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.

13. Independent Subrecipient:

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

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14. Performance Warranty:

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

15. Changes:

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:

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

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

In addition, Subrecipient has the duty to notify County in writing of any change in Subrecipient's status with respect to name changes that do not require an assignment of Contract. Subrecipient is also obligated to notify County in writing if Subrecipient becomes a party to any litigation against County, or a party to litigation that may reasonably affect Subrecipient's performance under Contract, as well as any potential conflicts of interest between Subrecipient and County that may arise prior to or during the period of Contract performance. While Subrecipient will be required to provide this information without prompting from County any time there is a change in Subrecipient's name, conflict of interest or litigation status, Subrecipient must also provide an update to County of its status in these areas whenever requested by County.

Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with County interests. In addition to Subrecipient, this obligation shall apply to Subrecipient's employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. Subrecipient's efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers in the performance of their duties.

17. Force Maieure:

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 County of Orange MA-012-25010265 Page8of54
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disorder, employment strike or other cause beyond its reasonable control, provided Subrecipient gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Subrecipient avails himself of any available remedies.

18. Confidentiality:

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

19. Compliance with Laws:

Subrecipient represents and warrants that services to be provided under this Contract shall fully comply, at Subrecipient's expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations ( collectively "laws"), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Subrecipient acknowledges that County is relying on Subrecipient to ensure such compliance, and pursuant to the requirements of the Insurance and Indemnification section, 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.

20. Freight:

Prior to County's express acceptance of delivery of products. 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.

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 County of Orange MA-012-25010265 Page9of54
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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:

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. 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. Subrecipient shall retain all such documentation for all covered employees for the period prescribed by the law. 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 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:

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 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 Subrecipient's records before final payment is made.

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

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

26. Contingency of Funds:

Subrecipient acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval; receipt of funds from, and/or obligation of funds by, the state of California to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County's Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty.

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27. Expenditure Limit:

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 lndemnitees") 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 Reguirements
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. Subrecipientagrees 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). It is preferred, but not mandatory, that the insurer be licensed to do business in the state of California (California Admitted Carrier).

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

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

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.

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
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
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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, 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
Minimum limits and coverage
$1,000,000 per accident or disease
County of Orange
OC Community Resources
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Regional Woriforce Training Services
EXHIBIT 1
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ADDITIONAL TERMS AND CONDITIONS

1. Scope of Contract:

This Contract specifies contractual terms and conditions by which County will procure Regional Workforce Training Services Items from Subrecipient as further detailed in the Scope of Services, identified and incorporated herein by this reference as "Attachment A".

2. Term of Contract:

This Contract shall commence upon execution of all necessary signatures and continue through December 31, 2025, unless otherwise terminated by County.

3. 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.

4. Bills and Liens:

Subrecipient shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Subrecipient shall not permit any lien or charge to attach to the work or the premises, but if any does so attach, 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.

5. Breach of Contract:

The failure of 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:

6. a. Terminate Contract immediately, pursuant to the General Terms and Conditions section, "Termination" Article herein;
b. Afford 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 Subrecipient is in breach; and
d. Offset against any monies billed by Subrecipient but yet unpaid by County those monies disallowed pursuant to the above.

Civil Rights:

Subrecipient attests that services provided shall be in accordance with Section 188 of the Workforce Innovation and Opportunity Act (WIOA), which prohibits discrimination against all individuals in the United States on the basis of either citizenship status or participation in any financially assisted program or activity; the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended, which County of Orange MA-012-25010265 Pagel5 o/54
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prohibits discrimination on the bases of race, color and national origin; Section 504 of the Rehabilitation Act of 1973, as amended; which prohibits discrimination against qualified individuals with disabilities; the Age Discrimination Act of 197 5 as amended; which prohibits discrimination on the basis of age; Title IX of the Education Amendments of 1972, as amended, which prohibits discrimination on the basis of sex in educational programs; Title II of the Americans with Disabilities Act of 1990, and other applicable State and Federal laws and regulations prohibiting discrimination on the basis ofrace, color, national origin, ethnic group identification, age, religion, marital status, sex or disability. The Subrecipient also assures that, as a Subrecipient of financial assistance, it will comply with 29 CPR part 3 8 and all other regulations implementing the laws listed above. This assurance applies to the Subrecipient's operation of the financially assisted program or activity, and to all agreements the Subrecipient makes to carry out the financially assisted program or activity. The Subrecipient understands that the United States has the right to seek judicial enforcement of this assurance.

7. Conflict of Interest - Subrecipient's Personnel:

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 Subrecipient; Subrecipient's employees, agents, and subcontractors associated with accomplishing work and services hereunder. 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.

8. Conflict of Interest - County Personnel:

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

9. Subrecipient's Proiect Manager and Key Personnel:

Subrecipient shall appoint a Project Manager to direct Subrecipient's efforts in fulfilling 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.

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 Subrecipient's Project Manager from providing services to County under this Contract. County's Project manager shall notify Subrecipient in writing of such action. 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 Subrecipient's Project Manager. County is not required to provide any additional information, reason or rationale in the event it requires the removal of Subrecipient's Project Manager from providing further services under Contract.

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10. Subrecipient Personnel - Reference Checks:

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.

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.

11. Subrecipient's Expense:

The 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.

12. Subrecipient's Records:

Subrecipient shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by 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 ofrecords in another county will require written approval from County of Orange assigned Deputy Purchasing Agent.

13. Conditions Affecting Work:

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 Subrecipient to do so will not relieve 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.

14. Data - Title To:

All materials, documents, data or information obtained from County data files or any County medium furnished to 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 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.

15. Default - Re-Procurement Costs:

In case of Contract breach by 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, 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 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.

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16. 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 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:

A. The 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 Subrecipient's written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to Contract, 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 Subrecipient believes County is liable.

Pending the final resolution of any dispute arising under, related to, or involving this Contract, Subrecipient agrees to diligently proceed with the performance of this Contract, including the delivery of commodities and/or provision of services. 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 Subrecipient's demand, it shall be deemed a final decision adverse to 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.

17. Drug-Free Workplace:

Subrecipient hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. 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)(l).

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 available counseling, rehabilitation and employee assistance programs; and

4. Penalties that may be imposed upon employees for drug abuse violations.

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C. Provide as required by Government Code Section 8355(a)(3) that every employee who works under this Contract:

1. Will receive a copy of the company's drug-free policy statement; and

2. Will agree to abide by the terms of the company's statement as a condition of employment under this Contract.

D. Failure to comply with these requirements may result in suspension of payments under Contract or termination of Contract or both, and Subrecipient may be ineligible for award of any future County contracts if County determines that any of the following has occurred:

1. Subrecipient has made false certification, or

2. Subrecipient violates the certification by failing to carry out the requirements as noted above.

18. Emergency/Declared Disaster Requirements:

In the event of an emergency or if Orange County is declared a disaster area by County, state or federal government, Contract may be subjected to unusual usage. Subrecipient shall service County during such an emergency or declared disaster under the same terms and conditions that apply during nonemergency/disaster conditions. The pricing quoted by Subrecipient shall apply to serving County's needs regardless of the circumstances. If Subrecipient is unable to supply the goods/services under the terms of Contract, then Subrecipient shall provide proof of such disruption and a copy of the invoice for the goods/services from Subrecipient's supplier(s). Additional profit margin as a result of supplying goods/services during an emergency or a declared disaster shall not be permitted. In the event of an emergency or declared disaster, emergency purchase order numbers will be assigned. All applicable invoices from Subrecipient shall show both the emergency purchase order number and Contract number.

19. Error and Omissions:

All reports, files and other documents prepared and submitted by Subrecipient shall be complete and shall be carefully checked by the professional(s) identified by Subrecipient as Project Manager and key personnel attached hereto, prior to submission to the County. Subrecipient agrees that County review is discretionary, and Subrecipient shall not assume that the County will discover errors and/or omissions. If the County discovers any errors or omissions prior to approving Subrecipient's reports, files and other written documents, the reports, files or documents will be returned to Subrecipient for correction. Should the County or others discover errors or omissions in the reports, files or other written documents submitted by the Subrecipient after County approval thereof, County approval of Subrecipient's reports, files or documents shall not be used as a defense by Subrecipient in any action between the County and Subrecipient, and the reports, files or documents will be returned to Subrecipient for correction.

20. Equal Employment Opportunity:

Subrecipient shall comply with U.S. Executive Order 11246 entitled, "Equal Employment Opportunity" as amended by Executive Order 11375 and as supplemented in Department of Labor regulations (41 CPR, Part 60) and applicable state of California regulations as may now exist or be amended in the future.

Subrecipient shall not discriminate against any employee or applicant for employment on the basis of race, County of Orange MA-012-25010265 Pagel9of54
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color, national origin, ancestry, religion, sex, marital status, political affiliation or physical or mental condition.

Regarding handicapped persons, Subrecipient will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. Subrecipient agrees to provide equal opportunity to handicapped persons in employment or in advancement in employment or otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicaps in all employment practices such as the following: employment, upgrading, promotions, transfers, recruitments, advertising, layoffs, terminations, rate of pay or other forms of compensation, and selection for training, including apprenticeship. Subrecipient agrees to comply with the provisions of Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, pertaining to prohibition of discrimination against qualified handicapped persons in all programs and/or activities as detailed in regulations signed by the Secretary of the Department of Health and Human Services effective June 3, 1977, and found in the Federal Register, Volume 42, No. 68 dated May 4, 1977, as may now exist or be amended in the future.

Regarding Americans with disabilities, Subrecipient agrees to comply with applicable provisions of Title 1 of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future.

21. Headings:

The various headings and numbers herein, the grouping of provisions of this Contract into separate clauses and articles, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof.

22. News/Information Release:

Subrecipient agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from County through County's Project Manager.

23. Notices:

Any and all notices, requests demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing with a copy provided to the assigned DPA, except through the course of the Parties' Project Managers' routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in-person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four ( 4) calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate party at the address stated herein or such other address as the Parties hereto may designate by written notice from time to time in the manner aforesaid.

Subrecipient: City of Santa Ana
Attn: Deborah Sanchez
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Address: 20 Civic Center Plaza, Santa
Ana, CA 92701-4058
Phone: 714-565-2621
Email: [email protected]
County's Project Manager: OC Community Resources
Attn: Francis Barton
Address: 1300 South Grant A venue
Building B
Santa Ana, CA 92705
Phone: 714-480-64 7 5
Email: [email protected]
cc: OC Community Resources/Procurement Services
Attn:

Address:

Phone:

Email:

24. Precedence:

Chad Ward, County DPA
601 North
Santa Ana, CA 92701
(949) 585-6420
[email protected]
Ross Street
Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict between or among Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract, and then the exhibits and attachments.

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25. Subcontracting:

No performance of this Contract or any portion thereof may be subcontracted by Subrecipient without the express written consent of County. Any attempt by Subrecipient to subcontract any performance of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.

In the event that the Subrecipient is authorized by the County to subcontract, this Contract shall take precedence over the terms of the Contract between Subrecipient and subcontractor, and shall incorporate by reference the terms of this Contract. The County shall look to the Subrecipient for performance and indemnification and not deal directly with any subcontractor. All work performed by a subcontractor must meet the approval of the County of Orange.

26. Termination - Orderly:

After receipt of a termination notice from County of Orange, Subrecipient may submit to County a termination claim, if applicable. Such claim shall be submitted promptly, but in no event later than 60 days from the effective date of the termination, unless one or more extensions in writing are granted by County upon written request of Subrecipient. Upon termination County agrees to pay Subrecipient for all services performed prior to termination which meet the requirements of Contract, provided, however, that such compensation combined with previously paid compensation shall not exceed the total compensation set forth in Contract. Upon termination or other expiration of this Contract, each party shall promptly return to the other party all papers, materials, and other properties of the other held by each for purposes of performance of Contract.

27. Usage:

No guarantee is given by County to Subrecipient regarding usage of this Contract. Usage figures, if provided, are approximations. Subrecipient agrees to supply services and/or commodities requested, as needed by County of Orange, at rates/prices listed in Contract, regardless of quantity requested.

28. Usage Reports:

Subrecipient shall submit usage reports on an annual basis to the assigned Deputy Purchasing Agent of County of Orange user agency/department. The usage report shall be in a format specified by the user agency/department and shall be submitted 90 days prior to the expiration date of Contract term, or any subsequent renewal term, if applicable.

29. Proiect Manager, County:

The County shall appoint a Project Manager to act as liaison between the County and the Subrecipient during the term of this Contract. The County's Project Manager shall coordinate the activities of the County staff assigned to work with the Subrecipient.

The County's Project Manager shall have the right to require the removal and replacement of the Subrecipient's Project Manager and key personnel. The County's Project Manager shall notify the Subrecipient in writing of such action. The Subrecipient shall accomplish the removal within three (3) business days after written notice from the County's Project Manager. The County's Project Manager shall review and approve the appointment of the replacement for the Subrecipient's Project Manager and key County of Orange MA-012-25010265 Page 22of54
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personnel. Said approval shall not be unreasonably withheld. The County is not required to provide any additional information, reason or rationale in the event it requires the removal of Subrecipient's Project Manager from providing further services under the Contract.

30. Permits and Licenses:

Subrecipient shall be required to obtain any and all approvals, permits and/or licenses which may be required in connection with the permitted operation as set out herein. No permit approval or consent given hereunder by County in its governmental capacity shall affect or limit Subrecipient's obligations hereunder, nor shall any approvals or consents given by County as a party to this Contract, be deemed approval as to compliance or conformance with applicable governmental codes, laws, ordinances, rules, or regulations.

31. Inventory:

County has an ongoing requirement for the commodities indicated in this Contract. Subrecipient shall maintain a reasonable stock on hand of all commodities for delivery upon request.

32. Order Dates:

Orders may be placed during the term of Contract even if delivery may not be made until after the term of Contract. Order dates take precedence over delivery dates. Contract must clearly identify the order date on all invoices to County.

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33. Ownership of Documents:

The County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Subrecipient. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the County and may be used by the County as it may require without additional cost to the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Subrecipient without the express written consent of the County.

34. Satisfactory Work:

Services rendered hereunder are to be performed to the written satisfaction of County. County's staff will interpret all reports and determine the quality, acceptability and progress of the services rendered.

35. Access and Records:

A. Access. County, the State of California and the United States Government and/or their representatives, shall have access, for purposes of monitoring, auditing, and examining, to Subrecipient's activities, books, documents and papers (including computer records and emails) and to records of Subrecipient's Subcontractors, consultants, contracted employees, bookkeepers, accountants, employees and participants related to this Contract. Subrecipient shall insert this condition in each Contract between Subrecipient and a Subcontractor that is approved pursuant to this Contract and shall require the Subcontractor to agree to this condition. Such departments or representatives shall have the right to make excerpts, transcripts and photocopies of such records and to schedule on site monitoring at their discretion. Monitoring activities also may include, but are not limited to, questioning employees and participants and entering any premises or onto any site in which any of the services or activities funded hereunder are conducted or in which any of the records of Subrecipient are kept. Subrecipient shall make available its books, documents, papers, financial records, etc., within three (3) days after receipt of written demand by Administrator which shall be deemed received upon date of sending. In the event Subrecipient does not make the above referenced documents available within the County of Orange, California, Subrecipient agrees to pay all necessary and reasonable expenses incurred by County, or County's designee, in conducting any audit at the location where said records and books of account are maintained.

B. Records Retention. All accounting records and evidence pertaining to all costs of Subrecipient and all documents related to this Contract shall be kept available at Subrecipient's office or place of business for the duration of this Contract and thereafter for four (4) years after completion of an audit. Records which relate to: (1) complaints, claims, administrative proceedings or litigation arising out of the performance of this Contract; or (2) costs and expenses of this Contract to which County or any other governmental department takes exception, shall be retained beyond the four ( 4) years until final resolution or disposition of such appeals, litigation, claims, or exceptions.

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C. Liability. Subrecipient shall pay to County the full amount of County's liability to the State or Federal government or any department thereofresulting from any disallowance or other audit exceptions to the extent that such liability is attributable to Subrecipient's failure to perform under this Contract.

36. Signature in Counterparts:

The Parties agree that separate copies of this Contract and/or electronic signatures and handwritten signatures may be signed by each of the Parties, and this Contract will have the same force and effect as if the Original had been signed by all the Parties.

37. Licenses:

At its own expense, Subrecipient and its Subcontractors, if any, shall, at all time during the term of this Contract, maintain in full force and effect such licenses or permits as may be required by the State of California or any other government entity. Subrecipient and his/her/its Subcontractors, if any, shall strictly adhere to, and obey, all governmental rules and regulations now in effect or as subsequently enacted or modified, as promulgated by any local, State, or Federal governmental entity

38. Reports/Meetings:

The Subrecipient shall develop reports and any other relevant documents necessary to complete the services and requirements as set forth in Attachment A. The County's Project Manager and the Subrecipient's Project Manager will meet on reasonable notice to discuss the Subrecipient's performance and progress under this contract. If requested, the Subrecipient' s Project Manager and other project personnel shall attend all meetings. The Subrecipient shall provide such information that is requested by the County for the purpose of monitoring progress under this contract.

39. Gratuities:

The Subrecipient warrants that no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Subrecipient or any agent or representative of the Subrecipient to any officer or employee of the County with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the County shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the County in procuring on the open market any goods or services which the Subrecipient agreed to supply shall be borne and paid for by the Subrecipient. The rights and remedies of the County provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract.

40. County Branding Requirements:

Publicity, Literature, Advertisement and Social Media
A. County owns all rights to the name, logos, and symbols of County. The use and/or reproduction of County's name, logos, or symbols for any purpose, including commercial advertisement, County of Orange MA-012-25010265 Page25 o/54
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promotional purposes, announcements, displays, or press releases, without County's prior written consent is expressly prohibited.

B. Subrecipient may develop and publish information related to this Contract where all of the following conditions are satisfied:

1. Subrecipient's Project Manager must provide its written approval of the content and publication of the information at least 5 days prior to Subrecipient publishing the information, unless a different timeframe for approval is agreed upon by the Project Manager;

2. Unless directed otherwise by the County's Project Manager, the information will include a statement that the program, wholly or in part, is funded through County, State and Federal government funds from the WIOA Program;The information does not give the appearance that the County, its officers, employees, or agencies endorse:
a. any commercial product or service; and,
b. any product or service provided by Subrecipient, unless approved in writing by the Subrecipient's Project Manager; and,
If Subrecipient uses social media (such as Facebook, Twitter, YouTube or other publicly available social media sites) to publish information related to this Contract, Subrecipient shall develop social media policies and procedures and have them available to the County's Project Manager. Subrecipient shall comply with County Social Media Use Policy and Procedures as they pertain to any social media developed in support of the services described within this Contract. The policy is available on the Internet at http://www.ocgov.com/gov/ceo/cio/goypolicies.

41. Maximum Obligation:

The total Maximum Obligation of County to the Subrecipient for the cost of services provided in accordance with this Contract is $110,000, as further detailed in the "Budget Schedule" Attachment.

42. Service Contract- Follow-On Work:

No person, firm, subsidiary or Subcontractor of a firm that has been awarded a consulting services contract or a contract which includes a consulting component may be awarded a Contract for the performance of services, the purchase of goods or supplies, or the provision of any other related action which arises from or can reasonably be deemed an end-product of work performed under the initial consulting to consulting-related Contract.

43. Subrecipient Bankruptcy/Insolvency:

If the Subrecipient should be adjudged bankrupt or should have a general assignment for the benefit of its creditors or if a receiver should be appointed on account of the Subrecipient's insolvency, the County may terminate this Contract.

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1. Debarment

OCWEDD TERMS AND CONDITIONS
Subrecipient shall execute and abide by the Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions, attached hereto and incorporated herein by this reference, and by so doing declares that it is not debarred or suspended or otherwise excluded from or ineligible for participation in Federal/State assistance programs in accordance with 29 C.F.R. Part 98.

2. Lobbying Certification
A. Subrecipient shall execute and abide by the terms of the "Certification Regarding Lobbying," which is incorporated herein by this reference. Subrecipient shall complete and immediately forward to the County's Project Manager the Disclosure of Lobbying Activities, a copy of which is attached hereto and incorporated herein by this reference, if Subrecipient, or any person, firm or corporation acting on Subrecipient's behalf, engaged or engages in lobbying any federal office, employee, elected official or agency with respect to this Contract or funds to be received by Subrecipient pursuant to this Contract.

B. Subrecipient agrees that the funds provided herein shall not be used to promote, directly or indirectly, any political party, political candidate or political activity, except as permitted by law.

C. Subrecipient shall be in compliance with the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352 and 29 CFR Part 93).

3. Fraud
Subrecipient shall immediately report to the County's Project Manager, in writing, all suspected, alleged, or known instances and facts concerning possible fraud, abuse or criminal activity by either Subrecipient or its Subcontractor(s) under this Contract. Subrecipient shall inform staff and the general public of how to report fraud, waste or abuse through appropriate postings of incident reporting notice. The County's Anti-Fraud Program can be accessed https://www.ocgov.com/how-do-i/report/fraud-waste-abuse.

Subrecipient shall maintain records, documents, or other evidence of fraud and abuse until otherwise notified by County.

4. Fiscal Appropriations
This Contract is subject to and contingent upon available local, state, and/or federal funds and applicable budgetary appropriations being approved by the County of Orange Board of Supervisors for each fiscal year during the term of this Contract. If such appropriations are not approved, the Contract will be terminated, without penalty to the County.

5. Fiscal Accountability
A. Subrecipient shall establish and maintain a sound financial management system, based upon generally accepted accounting principles. Subrecipient's system shall provide fiscal control and accounting procedures that will include the following:

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1. Information pertaining to sub-grant and Contract awards, obligations, unobligated balances, assets, expenditures, and income;

2. Effective internal controls to safeguard assets and assure their proper use;

3. A comparison of actual expenditures with budgeted amounts for each sub grant and Contract;

4. Source documentation to support accounting records; and

5. Proper charging of costs and cost allocation.

B. Subrecipient's Records. Subrecipient's records shall be sufficient to:

1. Permit preparation of required reports;

2. Permit tracking of funds to a level of expenditure adequate to establish that funds have not been used in violation of the applicable restrictions on the use of such funds;

3. Permit the tracking of program income earned, and any costs incurred (such as stand-in costs) that are otherwise allowable except for funding limitation; and

4. Permit tracking and reporting of leveraging as required by SB734.

C. Costs Charged. Cost shall be charged to this Contract only in accordance with the following:
a. TheWIOA;
b. 20 CPR Part 683;
c. State implementing legislation; and
d. Requirements of Other Funding Sources

6. Indirect Costs
The County of Orange reserves the right to cap administrative cost at 10%.

7. Dissolution of Entity
Subrecipient shall notify County immediately of any intention to discontinue its existence or bring an action for dissolution.

8. Performance Standards
Subrecipient shall cooperate with the County with regards to the performance of this Contract.

9. Payments
Subrecipient agrees that any and all funds received under this Contract annually for each respective fiscal year shall be disbursed on or before October 31, and that any and all funds remaining as of October 31 annually, which have not been disbursed shall be returned by Subrecipient to County within thirty (30) days of the expiration or earlier termination of the Contract in accordance with the Termination paragraph of this Contract. No expense ofSubrecipient will be reimbursed by County if incurred after October 31 of each fiscal year.

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Upon the effective date of this Contract, County shall make payment to Subrecipient in accordance with the following payment schedule:

A. Monthly Payments: Beginning the first of the month following the contract effective date, upon receipt and approval by OC Community Resources - OC Community Services of Subrecipient's invoice showing prior month(s) actual expenditures, County shall make monthly reimbursement payments based on Subrecipient's invoice so long as the total payments under this Contract do not exceed the Contract Maximum Obligation.

B. County Discretion: At the sole discretion of County, payments to Subrecipient may be made more frequently than monthly, but such payments shall always be in arrears and not in advance of the provision of services by Subrecipient.

C. Invoices: Subrecipient shall provide monthly invoices by the 10th day following the month being reported. If the 10th falls on a weekend or holiday, the invoice/data report is due the next business day. Invoices shall show the most up to date costs chargeable to the program(s) referenced in this Contract and in accordance with the OC Community Resources Contract Reimbursement Policy for documenting Subrecipient costs, incorporated herein by this reference.

Failure to provide any of the required documentation will cause County to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to Subrecipient, until such documentation has been received and approved by the County. All costs included on invoices must be eligible for reimbursement and allowable costs under WIOA and all applicable laws, regulations, and requirements set forth in the Compliance with Law - Contract Paragraph of this Contract.

If Subrecipient expenditures for any program referenced in this Contract fall below 20% of planned expenditures for any cumulative period commencing from the beginning of the term of this Contract, Subrecipient may be subject to a reduction in funding. No payments will be authorized if any preceding month's reports or invoices have not been received. Refer to Payment/Compensation Attachment ofthis Contract for additional information.

10. Budget Schedule
Subrecipient agrees that the expenditures of any and all funds under this Contract will be in accordance with the Budget Schedule Attachment, which by this reference is incorporated herein and made a part hereof as if fully set forth. Subrecipient shall ensure all costs incurred under the Contract, and its performance hereunder, shall comply with all applicable laws, regulations, and requirements set forth in Compliance with Law - Contract paragraph of this Contract.

11. Modification of Budget Schedule
Upon written approval from the Administrator the Contract Administrator shall have the authority to transfer allocated program funds from one category of the overall program Budget Schedule to any other category of the overall Budget Schedule pursuant to a written request submitted by Subrecipient. No such County of Orange MA-012-25010265 Page29of54
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transfer may be made without the express prior written approval of County. Subrecipients will be limited to three (3) adjustments per year. Each modification shall be submitted to the County's Project Manager using the Budget Modification forms provided by the Contract Administrator, no later than ten (10) days after the end of the first three quarters of the fiscal year as necessary. The County has the right but not the obligation to make changes to the Budget Schedule at any time. County initiated adjustments will not count towards the three allowed modifications each year.

12. Annual Audit
Subrecipient shall arrange for an independent audit to be performed by a Certified Public Accountant, for funds received from County, in accordance with Audit Requirements detailed in the Scope of Services.

13. Non-Discrimination and Compliance Provisions
A. State laws.
i. Subrecipient shall, unless exempted, ensure compliance with the requirements of Cal. Gov. Code § 11135 et seq., and 2 CCR § 11140 et seq., which prohibit recipients of state financial assistance from discriminating against persons based on race, national origin, ethnic group identification, religion, age, sex, sexual orientation, color, or disability. ii. Subrecipient's signature affixed hereon shall constitute a certification, under penalty of perjury under the laws of the State of California, that Subrecipient has, unless exempted, complied with the nondiscrimination program requirements of Government Code Section 12900 (a-f) and Title 2, California Code of Regulations, Section 8103.
iii. Subrecipient shall include the nondiscrimination and compliance provisions of this NonDiscrimination and Compliance Provisions paragraph "A" in all sub-contracts to perform work under this Contract.

B. Title VI of Civil Rights Act. Subrecipient hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 [42 USC 2000d; 45 CFR 80](P.L. 88-352) and all requirements imposed by or pursuant to the Regulation of the Department of Health and Human Services ( 45 CFR Part 80) issued pursuant to that title, to the end that, in accordance with Title VI of the Act and the Regulation, no person in the United States shall, on the ground ofrace, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which funds are made available under this Contract. Subrecipient hereby gives assurance that it will immediately take any measures necessary to effectuate this Contract.

C. Title VII of Civil Rights Act. Subrecipient shall comply with Title VII of the Civil Rights Act of 1964 (42 U.S.C. 2000), as amended by the Equal Opportunity Act of March 24, 1972 (Public Law No. 92 261), and with all applicable rules, regulations and orders promulgated pursuant thereto, as now in existence or as hereafter amended.

D. Disability discrimination. Subrecipient shall comply with Sections 503 and 504 of the Rehabilitation County of Orange MA-012-25010265 Page30of54
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Act of 1973, as amended (29 U.S.C. 794), the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.), and all requirements imposed by the applicable regulations and guidelines issued pursuant to those statutes, including 45 CFR, Part 84.

E. Addition and future laws. Other current and future federal and state laws prohibiting discrimination on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation.

F. Failure to comply. If Subrecipient fails to comply with the requirements of any Sub-Paragraphs of this Non-Discrimination and Compliance Provisions paragraph, Administrator may withhold payment to Subrecipient and/or terminate this Contract in accordance with the Termination paragraph.

14. Publication
No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance or prepared in connection with this Contract, are to be released by Subrecipient and/or anyone acting under the supervision of Subrecipient to any person, partnership, company, corporation, or department, without prior written approval by the County, except as necessary for the performance of the services of this Contract. All press releases, including graphic display information to be published in newspapers, magazines, or other media of any kind, are to be administered only by the County unless otherwise agreed to by both Parties. Nothing herein shall limit Subrecipient's ability to comply with the CPRA, etc., in compliance with the requirements set forth in Confidentiality paragraph of this Contract.

15. Drug Free Workplace
Subrecipient hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. 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)(l).

B. Establish a drug-free awareness program as required by Government Code Section 8355(a)(2) to inform employees about all of the following:
i. The dangers of drug abuse in the workplace;
ii. The organization's policy of maintaining a drug-free workplace; iii. Any available counseling, rehabilitation and employee assistance programs; and iv. Penalties that may be imposed upon employees for drug abuse violations.

C. Provide as required by Government Code Section 8355(a)(3) that every employee who works under this Contract:

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i. Will receive a copy of the company's drug-free policy statement; and ii. Will agree to abide by the terms of the company's statement as a condition of employment under this Contract.

D. Failure to comply with these requirements may result in suspension of payments under Contract or termination of Contract or both, and Subrecipient may be ineligible for award of any future County contracts if County determines that any of the following has occurred:
i. Subrecipient has made false certification, or
ii. Subrecipient violates the certification by failing to carry out the requirements as noted above.

Subrecipient shall execute and abide by the Certification for a Drug-Free Workplace attached hereto and incorporated herein by this reference.

16. D-U-N-S Number and Related Information
D-U-N-S Number is a unique, 9-digit identifier issued and maintained by the Dun & Bradstreet (D&B) that verifies the existence of a business entity. The D-U-N-S number is needed to coordinate with the System for Award Management (SAM) that combines Federal procurement systems and the Catalog of Federal Domestic Assistance into one new system. https://www.SAM.gov.

The D-U-N-S Number must be provided to County at the County's request and prior to the execution of this Contract. Subrecipient shall ensure all D-U-N-S information is up to date and the D-U-N-S number status is "active," with no active exclusions prior to execution of this Contract. If County cannot access the Subrecipient's D-U-N-S information related to this Federal subaward on the Federal Funding Accountability and Transparency Act subaward Reporting system (SAM.GOV) due to errors in the Subrecipient's data entry for its D-U-N-S number, the Subrecipient must immediately update the information as required.

The County reserves the right to verify and validate any information prior to contract award and during the entire term of the Contract.

17. Program Income
County's Maximum Obligation herein shall be reduced by the amount of any program income earned by Subrecipient, from sources other than County, as a result of this Contract or the services provided by Subrecipient pursuant to this Contract.

It shall be the responsibility of Subrecipient to inform the County in writing of any income earned as a result of this Contract.

It is mutually understood that the State or Federal agency responsible for providing the funding for this Contract may designate certain revenue of Subrecipient as Program Income. To be designated as Program Income and therefore, as other than a cost off-set. Subrecipient shall do all of the following:

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A. Submit a plan to the County for use of any and all proposed Program Income; and B. Set-up and maintain a separate bank account for any proposed Program Income and account for any and all such income received.

C. Report to County any and all Program Income received no later than thirty (30) days from the date of receipt; record the amount received on Internal financial records; and indicate the amount received on the monthly claim submitted to County.

County shall then forward the plan for the requested use of the proposed Program Income to the appropriate State and/or Federal agencies for approval.

Subrecipient shall not spend any of the proposed Program Income unless or until such time as County obtains authorization for the use of the Program Income from the responsible State and/or Federal agency and provides Subrecipient with prior written approval for the use of the funds.

County may, in its sole discretion, issue future policy statements and/or instructions with respect to Program Income. Subrecipient shall immediately comply with such policy statements and/or instructions.

18. Modification of Program Components and Service Levels The Parties hereto agree that those program components and service levels detailed in various Attachments of this Contract (i.e. Scope of Service, etc.) may be modified upon mutual written agreement of the Administrator and Subrecipient so long as the total payments under this Contract are not increased and the basic goals and objectives of the program are not altered. Should the Federal Government and/or the State of California modify any program component and/or service level detailed in the various Attachments then the County shall have the right to unilaterally modify this Contract to meet such requirements.

A. County may at any time, unilaterally, by written notification to Subrecipient, make changes within the general scope of this Contract, including, in the definition of services and tasks to be performed, the manner in which services are performed, the time and place of performance thereof and additional related provisions. Changes may be made when necessitated by changes in the WIOA Youth Program Services - TBD operations or performance, the operations or performance of Subrecipient, or changes in applicable statutes, regulations or State of California or Federal mandates or directives, or for other reasons. The Subrecipient shall review the County's written notification, resolve any questions regarding the change, and indicate its understanding of the additional expectation within three (3) business days after receipt of notification. Subrecipient shall perform all such changes promptly but in no event later than ten (10) business days after receiving County's notification unless otherwise directed by the County. Such changes will be memorialized into the Contract through a Contract amendment, as soon as practicable, but shall be effective upon the County's issuance of the notification.

B. Subrecipient and County shall make a good faith effort to reach agreement with respect to changes to the scope, which affect the price of services under the Contract. Subrecipient's protest or failure to agree to the amount of any adjustment to be made as a result of the anticipated amendment shall be a dispute for which an appeal may be made pursuant to this Contract. Notwithstanding the foregoing, the price of County of Orange MA-012-25010265 Page33 of54
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services under this Contract shall not be increased except by written amendment of this Contract indicating the new services and price of this Contract if applicable. Until the Parties reach agreement, Subrecipient shall not be obligated to assume increased performance under the anticipated amendment beyond the limitation of funds established within this Contract.

C. Subrecipient may request changes in the scope of performance or services under this Contract, by submitting a written request to the County's Project Manager describing the request and its impact on the Scope of Services and Budget Schedule. The County's Project Manager will review the request and respond in writing within ten (10) business days. The County's Project Manager's decision whether to approve the request or request Board of Supervisors' approval shall be final. The Contract Administrator may approve a request that meets all of the following criteria:
i. It does not materially change the terms of this Contract, and ii. It is supported by adequate consideration to County.

Board of Supervisors' action is necessary to approve a request from Subrecipient that does not satisfy all of the criteria listed above.

19. Intellectual Property
A. Federal Funding:

In any Contract funded in whole or in part by the Federal government, County may acquire and maintain the Intellectual Property rights, title, and ownership, which result directly or indirectly from the Contract, except as provided in 37 Code of Federal Regulations Part 401.14. Subrecipient agrees to grant the County, Federal and State governments a royalty-free, non-exclusive, irrevocable, paid-up license throughout the world to use, duplicate, or dispose of such Intellectual Property throughout the world in any manner for governmental purposes and to have and permit others to do so.

B. Ownership:
i. Except where County has agreed in a signed writing to accept a license, County shall be and remain, without additional compensation, the sole owner of any and all rights, title and interest in all intellectual property, from the moment of creation, whether or not jointly conceived, that are made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract.
ii. For the purposes of this Contract, Intellectual Property means recognized protectable rights and interest such as: patents, (whether or not issued) copyrights, trademarks, service marks, applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right of publicity, author's rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, devices, business processes, developments, innovations, good will, any data or information maintained, collected or stored in the ordinary course of business by County, and all other legal rights protecting intangible proprietary information as may exist now and/or hereafter come into existence, and all renewals and extensions, regardless of whether those rights arise under the laws of the United States, or any other State, country or jurisdiction.

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a. For the purposes of the definition of Intellectual Property, "works" means all literary works, writings and printed matter including the medium by which they are recorded or reproduced, photographs, art work, pictorial and graphic representations and works of a similar nature, film, motion pictures, digital images, animation cells, and other audiovisual works including positives and negatives thereof, sound recordings, tapes, educational materials, interactive videos, computer software and any other materials or products created, produced, conceptualized and fixed in a tangible medium of expression. It includes preliminary and final products and any materials and information developed for the purposes of producing those final products. "Works" does not include articles submitted to peer review or reference journals or independent research projects. iii. In the performance of this Contract, Subrecipient may exercise and utilize certain of its Intellectual Property in existence prior to the effective date of this Contract. In addition, under this Contract, Subrecipient may access and utilize certain of County's Intellectual Property in existence prior to the effective date of this Contract. Except as otherwise set forth herein, Subrecipient shall not use any of County's Intellectual Property now existing or hereafter existing for any purposes without the prior written permission of County. Except as otherwise set forth herein, neither the Subrecipient nor County shall give any ownership interest in or rights to its Intellectual Property to the other Party. If, during the term of this Contract, Subrecipient accesses any third-party Intellectual Property that is licensed to County, Subrecipient agrees to abide by all license and confidentiality restrictions applicable to County in the third-party's license Contract. iv. Subrecipient agrees to cooperate with County in establishing or maintaining County's exclusive rights in the Intellectual Property, and in assuring County's sole rights against third parties with respect to the intellectual Property. If the Subrecipient enters into any Contracts or subcontracts with other parties in order to perform this Contract, Subrecipient shall require the terms of the Contract(s) to include all Intellectual Property Paragraph provisions of this Contract (A) through (I). Such terms must include, but are not limited to, the subcontractor assigning and agreeing to assign to County all rights, title and interest in Intellectual Property made, conceived, derived from, or reduced to practice by the subcontractor, Subrecipient or County and which result directly or indirectly from this Contract or any subcontract.
v. Pursuant to (B)(iv) of the Intellectual Property Paragraph of this Contract, the requirement for the Subrecipient to include all Intellectual Property Paragraph provisions (A) through (I) of the Intellectual Property Paragraphs in all contracts and subcontracts it enters into with other parties does not apply to contracts or subcontracts that are for customized and on-the-job training as authorized under 20 CFR 680.700-840.
vi. Subrecipient further agrees to assist and cooperate with County in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, and enforce County's Intellectual Property rights and interests.

C. Retained Rights/License Rights:

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i. Except for Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract, Subrecipient shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in existence prior to the effective date of this Contract. Subrecipient hereby grants to County, without additional compensation, a permanent, non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual, non-terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display/perform, distribute, and dispose of Subrecipient's Intellectual Property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the Intellectual Property resulting from this Contract, unless Subrecipient assigns all rights, title and interest in the Intellectual Property as set forth herein.
ii. Nothing in this provision shall restrict, limit, or otherwise prevent Subrecipient from using any ideas, concepts, know-how, methodology or techniques related to its performance under this Contract, provided that Subrecipient's use does not infringe the patent, copyright, trademark rights, license or other Intellectual Property rights of County or third party, or result in a breach or default of any provisions of the Intellectual Property Paragraphs (A) through (I) or result in a breach of any provisions of law relating to confidentiality.

D. Copyright:
i. Subrecipient agrees that for purposes of copyright law, all works (as defined in Ownership, Intellectual Property Paragraph (B)(ii) of authorship made by or on behalf of Subrecipient in connection with Subrecipient's performance of this Contract shall be deemed "works made for hire." Subrecipient further agrees that the work of each person utilized by Subrecipient in connection with the performance of this Contract will be a "work made for hire," whether that person is an employee of Subrecipient or that person has entered into a contract with Subrecipient to perform the work. Subrecipient shall enter into a written Contract with any such person that (i) all work performed for Subrecipient shall be deemed a "work made for hire" under the Copyright Act and (ii) that person shall assign all right, title, and interest to County to any work product made, conceived, derived from or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract.
ii. All materials, including, but not limited to, computer software, visual works or text, reproduced or distributed pursuant to this Contract that include Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract may not be reproduced or disseminated without prior written permission from County.

E. Patent Rights:

With respect to inventions made by Subrecipient in the performance of this Contract, which did not result from research and development specifically included in the Contract's Scope of Services, Subrecipient hereby grants to County a license as described under Intellectual Property Paragraph (C) for devices or material incorporating, or made through the use of such inventions. If such inventions result from research and development work specifically included within the Contract's Scope of Services, then Subrecipient agrees to assign to County, without additional compensation, all its right, title and interest in and to such inventions and to assist County in securing United States and foreign patents with respect County of Orange MA-012-25010265 Page36of54
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thereto.

F. Third Party Intellectual Property:

Except as provided herein, Subrecipient agrees that its performance of this Contract shall not be dependent upon or include any Intellectual Property of Subrecipient or third party without first: (i) obtaining County's prior written approval; and (ii) granting to or obtaining for County's, without additional compensation, a license, as described in Intellectual Property Paragraph (C) for any of Subrecipient's or third-party's Intellectual Property in existence prior to the effective date of this Contract. If such a license upon these terms is unattainable, and County determines that the Intellectual Property should be included in or is required for Subrecipient's performance of this Contract, Subrecipient shall obtain a license under terms acceptable to County.

G. Warranties:
i. Subrecipient represents and warrants that:
a. Subrecipient has secured and will secure all rights and licenses necessary for its performance of this Contract.
b. Neither Subrecipient's performance of this Contract, nor the exercise by either Party of the rights granted in this Contract, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private display/performance, distribution, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract will infringe upon or violate any Intellectual Property right, non-disclosure obligation, or other proprietary right or interest of any third-party or entity now existing under the laws of, or hereafter existing or issued by, any State, the United States, or any foreign country. There are currently no actual or threatened claims by any such third party based on an alleged violation of any such right by Subrecipient.
c. Neither Subrecipient's performance nor any part of its performance will violate the right of privacy of or constitute a libel or slander against any person or entity. d. Subrecipient has secured and will secure all rights and licenses necessary for Intellectual Property including, but not limited to, consents, waivers or releases from all authors of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real estate, sites locations, property or props that may be used or shown.
e. Subrecipient has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to County in this Contract.
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not be used in the performance of this Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws.
g. Subrecipient has no knowledge of any outstanding claims, licenses or other charges, liens or encumbrances of any kind or nature whatsoever that could affect in any way Subrecipient's performance of this Contract.
ii. COUNTY MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY

RESULTING FROM THIS CONTRACT DOES NOT INFRINGE UPON ANY PATENT,

TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED.

H. Intellectual Property Indemnity:
i. Subrecipient shall indemnify, defend and hold harmless County and its licensees and assignees, elected and appointed officials, officers, directors, employees, agents, representatives, successors, and users of its products, ("Indemnitees") from and against all claims, actions, damages, losses, liabilities ( or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney's fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnitees may be subject, whether or not Subrecipient is a party to any pending or threatened litigation, which arise out of or are related to:
a. The incorrectness or breach of any of the representations, warranties, covenants or agreements of Subrecipient pertaining to Intellectual Property; or, b. Any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of County's use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date ofthis Contract. County reserves the right to participate in and/or control, at Subrecipient's expense, any such infringement action brought against County. ii. Should any Intellectual Property licensed by the Subrecipient to County under this Contract become the subject of an Intellectual Property infringement claim Subrecipient will exercise its authority reasonably and in good faith to preserve County's right to use the licensed Intellectual Property in accordance with this Contract at no expense to County. County shall have the right to monitor and appear through its own counsel (at Subrecipient's expense) in any such claim or action. In the defense or settlement of the claim, Subrecipient may obtain the right for County to continue using the licensed intellectual Property or, replace or modify the licensed Intellectual Property, so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, County may be entitled to a refund of all County of Orange MA-012-25010265 Page38of54
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monies paid under this Contract, without restriction or limitation of any other rights and remedies available at law or in equity.
iii. Subrecipient agrees that damages alone would be inadequate to compensate County for breach of any term of these Intellectual Property Paragraph provisions (A) through (I) by Subrecipient.

Subrecipient acknowledges County would suffer irreparable harm in the event of such breach and agrees County shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity.

I. Survival:

The provisions set forth herein shall survive any termination or expiration of this Contract or any Contract schedule.

20. Complaint Resolution Process and Grievance Procedures for Participants Subrecipient shall comply with grievance procedures, as defined by the program's funding stream.

Subrecipient shall advise participants of their right to file complaints and of the procedures for resolution of complaints. Subrecipient shall follow program's procedures for handling complaints which is available from the County's Project Manager for alleging a violation ofregulations, grants or other agreements.

Any decision of the County, the State or the Federal government relating to the complaint shall be binding on Subrecipient.

Subrecipient shall post the entire Notice of the Grievance Procedure Process in a location that is commonly visible for program participants on its website and at its service location(s).

21. Sectarian Activities
Subrecipient certifies that this Contract does not aid or advance any religious sect, church or creed for a purpose that is sectarian in nature, nor does it help to support or sustain any school, college, university, hospital or other institution controlled by any religious creed, church, or sectarian denomination.

22. Standards of Conduct
A. General Assurance. Every reasonable course of action will be taken by Subrecipient in order to maintain the integrity of this expenditure of public funds and to avoid favoritism and questionable or improper conduct.

This Contract will be administered in an impartial manner, free from efforts to attain personal, financial or political gain. Subrecipient, its officers and employees, in administering this Contract, will avoid situations which give rise to a suggestion that any decision was influenced by prejudice, bias, special interest or desire for personal gain.

B. Employment of Former State or County Employees. Subrecipient will ensure that any of its employees who were formerly employed by the State of California or County, in a position that could have enabled County of Orange MA-012-25010265 Page39of54
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such individuals to impact policy regarding or implementation of programs covered by this Contract, will not be assigned to any part or phase of the activities conducted pursuant to this Contract for a period of not less than two years following the termination of such employment.

C. Conducting Business Involving Relatives. No relative by blood, adoption or marriage of any executive or employee of Subrecipient will receive favorable treatment when considered for enrollment in programs provided by, or employment with Subrecipient.

D. Conducting Business Involving Close Personal Friends and Associates. Executives and employees of Subrecipient will be particularly aware of the varying degrees of influence that can be exerted by personal friends and associates and, in administering this Contract, will exercise due diligence to avoid situations which give rise to an assertion that favorable treatment is being granted to friends and associates. When it is in the public interest for Subrecipient to conduct business with a friend or associate of an executive or employee of Subrecipient or an elected official in the area or a staff person or consultant who is a member or officer of the Board of Directors or other official governing body of Subrecipient, a permanent record of the transaction will be retained.

E. Avoidance of Conflict of Economic Interest. No executive or employee of Subrecipient, elected official in the area, or any staff person or consultant who is a member or officer of the Board of Directors or other official governing body of Subrecipient will solicit or accept money or any other consideration from a third person, for the performance of an act reimbursed in whole or part by Subrecipient or County.

23. Literature/Publicity
Any literature distributed by Subrecipient for the purpose of apprising businesses, participants, or the general public of its programs under this Contract shall state that its program, wholly or in part, is funded through County, State and Federal government funds; are supported by the County of Orange and the Orange County Development Board and shall state that the program is an "equal opportunity employer/program" and that "auxiliary aids and services are available upon request to individuals with disabilities."

24. Participants
A. Eligibility- Only participants who have been determined to meet program requirements shall be enrolled by Subrecipient. Determinations that participants meet eligibility requirements shall be made by the Orange County Workforce Solutions Center funded by County, and, when applicable, by City of Santa Ana - Regional Workforce Training Services .

B. Benefits- Benefits shall be provided to participants in accordance with the standards and requirements set forth in the Act, including Section 181.

C. Rights and Privileges- All participants enrolled in courses pursuant to the Contract shall be entitled to all the rights and privileges to which other Subrecipient students are entitled, including, but not limited to, special instruction, use of facilities on Subrecipient's premises such as the libraries and learning centers, counseling, student body activities, and veterans' benefits. Subrecipient's representatives will provide County of Orange MA-012- 25010265 Page40of54
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academic counseling for participants and inform them of Subrecipient's services available to them.

D. Labor standards- Subrecipient shall adhere to the Labor standards described in the Act, including Section 181 of the Act, and all other applicable codes and regulations.

25. Policies and Procedures
Subrecipient shall monitor its program for compliance with the provisions of this Contract.

26. Sweat-free Code of Conduct
All Subrecipients contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, or supplies have been furnished to the Subrecipient from sources that include sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The Subrecipient further declares under penalty of perjury that they adhere to the Sweat-free Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108.

The Subrecipient agrees to cooperate fully in providing reasonable access to the Subrecipient's records, documents, agents or employees, or premises if reasonably required by authorized officials of the State or County, the Department of Industrial Relations, or the Department of Justice to determine the Subrecipient's compliance with the requirements under this paragraph.

27. S.W.A.G
The Subrecipient and its SubcontractorNendors shall comply with Governor's Executive Order 2-18- 2011, which bans expenditures on promotional and marketing items colloquially known as "S.W.A.G." or "Stuff We All Get."

28. Corporate Status
All corporate Subrecipients shall be registered with the California Secretary of State and shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board, or Internal Revenue service. The corporate Subrecipient shall maintain the good status standing with the Secretary of State of California throughout the term of this Contract. Any change in corporate status or suspension shall be reported by Subrecipient immediately in writing to County's Project Manager. If Subrecipient fails to maintain good standing or has failed to be in good standing at the time of the effective date of this Contract, County, in addition to all remedies available under the law and this Contract, pursuant to Termination provision of this Contract, terminate this Contract for cause.

Subrecipient, by signing this Contract, does swear under penalty of perjury that no more than one (1) final unappealable finding of contempt of court by a federal court has been issued against Subrecipient within County of Orange MA-012-25010265 Page41 o/54
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the immediately preceding two-year period because of Subrecipient's failure to comply with an order of a federal court which orders the Subrecipient to comply with an order of the National Labor Relations Board.

29. Compliance with Law - Contract:

In its performance under this Contract, Subrecipient shall fully comply with the requirements of the following, whether or not otherwise referred to in this Contract:

A. All applicable Federal statues, regulations, policies, procedures and directives, including but not limited to, 20 CFR Parts 676 through 678 and Parts 675, 679 through 687. i. All applicable standards and orders and requirements issued under Section 306 of the Clean Air Act https:/ /www.gpo.gov/fdsys/pkg/USCODE-2013-title42/html/USCODE-2013-title4 2-chap85- subchapIII-sec7606.htm, Section 508 of the Clean Water Act and Environmental Protection Agency regulations https://www.epa.gov/enforcement/clean-water-act-cwa-and-federal-facilities ii. All mandatory standards and policies relating to energy efficiency as particularized in the State Energy Conservation Plan (Title 20, California Code of Regulations), as required by the U.S.

Energy Policy and Conservation Act (P.L. 94-163) as each may now exist or be thereafter amended; https://www.ecfr.gov/current/title-1 0/part-420 iii. Davis-Bacon Act https://www.law.comell.edu/cfr/text/29/part-5 "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction" iv. Copeland "Anti-Kickback" Act https://www.dol.gov/agencies/whd/govemmentcontracts/ cope land-anti-kickback v. Byrd Anti-Lobbying Amendment https://www.law.comell.edu/cfr/text/29/part-93 vi. Compliance with Section 6002 of the Solid Waste Disposal Act https:/ /www.ecfr.gov/current/title-45/section-75.331
vii. Equal Employment Opportunity provisions in Executive Order (E.O.) 11246, as amended by E.O. 11375 https://www.presidency.ucsb.edu/documents/executive-order-11246-equalemployment-opportunity and supplemented by the requirements of 41 CFR Part 60. https://www.law.comell.edu/cfr/text/41/chapter-60
viii. Compliance with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act http://law.justia.com/codes/us/ 1997 /title40/chap5/subchapii/sec328 B. All applicable State statues, regulations, policies, procedures and directives; C. All applicable County policies, procedures and directives; D. All applicable local ordinances and requirements, including use permits and licensing; E. Court orders applicable to Subrecipient's operations; F. All federal and state guidance and training and employment guidance letters; and G. The terms and conditions of this Contract, including Attachments and Exhibits.

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Nothing in this Compliance with Law- Contract Paragraph shall limit Subrecipients obligations or County's rights or Subrecipient's obligations under Compliance with Laws Paragraph or under any other provision in the Contract.

30. Other Requirements - Program Confidentiality
A. Without prejudice to or limitation of any other Section/Paragraph of this Contract, Subrecipient shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of Federal and State law. However, Subrecipient shall submit to County, the State of California and/or the United States government or their representatives, all records requested for administrative purposes, including audits, examinations, monitoring and verification of reports submitted by Subrecipient, costs incurred and services rendered hereunder.

B. Subrecipient shall require all of its employees, agents, subcontractors and volunteer staff who may provide services to Subrecipient under this Contract to sign an agreement with Subrecipient before commencing the provision of any such services, to maintain the confidentiality of any and all materials and information with which they may come into contact, or the identities or any identifying characteristics or information with respect to any and all participants referred to Subrecipient by County, except as may be required to provide services under this Contract or to those specified in this Contract as having the capacity to audit Subrecipient, and as to the latter, only during such audit. Subrecipient shall provide reports and any other information required by County in the administration of this Contract, and as otherwise permitted by law.

C. The State of California Information Practices Act of 1977 sets forth certain requirements and safeguards regarding records pertaining to individuals, including the rights of access by the subject individual and by third parties. The disclosure of information from student records is governed by the Federal Family Educational Rights and Privacy Act (FERP A) and in part by the State of California Education Code and Subrecipient Policies Applying to the Disclosure of Information and Student Records. It is the purpose of these policies to provide reasonable interpretations of those laws and to protect the student's right to privacy. The Federal Family Educational Rights and Privacy Act (FERPA) is a U.S. federal law that protects the privacy of student records. Generally, this law states schools must have written permission from the student in order to release any information from a student's education record.

The Subrecipient shall be guided by the following principles: (1) the release of any personally identifiable student information to any third parties shall be managed in ways that are in compliance with FERP A and (2) the information in the student's file should be disclosed to the student upon request. Therefore, Subrecipient shall procure the written consent from students enrolled through the County allowing Subrecipient to disclose to the participants' employer, County of Orange, State of California, or U.S.

Department of Labor student information such as grades, academic disputes and other matters related to a student's status as a student. Such consent shall be obtained materially in the form, titled Family Educational Rights and Privacy Act (FERP A) Authorization to Release Information to a Designated Third Party.

D. Subrecipient agrees that any and all subcontracts entered into shall be subject to the confidentiality requirements of this Contract.

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31. Contingent Fees
The Subrecipient warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees of the Subrecipient or bona fide established commercial or selling agencies maintained by the Subrecipient for the purpose of securing business.

For breach or violation of this warranty, the County shall have the right to terminate this Contract in accordance with the termination clause and at its sole discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee from the Subrecipient.

32. Transitional Requirements
One-hundred and eighty (180) days prior to the expiration/cancellation of the term of the Contract, Subrecipient shall provide the County with a plan for transitioning services provided under this Contract to the County, or third party(ies) designated by the County, upon the termination or expiration of the Contract for any reason ("Termination Transition Plan"). Subrecipient's Termination Transition Plan shall include all details necessary to guide Subrecipient, County, and other third-party vendors through the process of migrating all functions and services previously performed by Subrecipient to the County or its new designee(s) and shall include at least the following elements:
a. Meets County timeline requirements;
b. Details specific transition activities to be accomplished; c. Assigns responsibility for owning the execution of each transition activity; d. Assigns responsibility for all supporting roles for each transition activity; e. Includes timelines detailing expected durations for each transition activity; f. Is documented and available to all entities associated with providing services under the Contract; g. Ensures appropriate subject matter experts are assigned to plan development; and h. Identifies termination risks associated with transitioning the services.

The County shall have the right to approve and request modifications to the Termination Transition Plan, and Subrecipient shall make all such modifications in a timely manner.

The Parties acknowledge and agree that County's operations are dependent on the services provided under this Contract and County's inability to receive such services may result in irreparable damages to County.

The provisions of this clause shall survive the expiration or termination of this Contract.

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33. Set-Off
In addition to, and cumulative of, all other remedies at law, in equity or provided under this Contract, County may set off against any and all amounts otherwise payable to Subrecipient pursuant to any of the provisions of this Contract: (A) any and all amounts claimed by County in good faith to be owed by Subrecipient to County pursuant to any of the provisions of this Contract; (B) any and all amounts claimed by County in good faith to be owed by Subrecipient pursuant to any other written agreement between the Parties; and (C) any costs previously invoiced by Subrecipient that (i) have been determined by the County, or applicable California or federal authority, to be disallowed or ineligible under WIOA and/or all applicable laws, regulations, and requirements set forth in the Compliance with Law - Contract Paragraph of this Contract, and (ii) have not been reimbursed to the County after sixty-days' notice that such cost is disallowed or ineligible under WIOA. Within forty-five ( 45) calendar days after any such set-off by County, County shall provide Subrecipient with a written accounting of such set-off and a written statement of the reasons therefore.

34. No Termination or Suspension of Services (Continued Performance) Notwithstanding anything to the contrary contained herein, and even if any dispute arises between the Parties or Subrecipient alleges the County's breach of contract, and regardless of whether the Parties require at any time the use of any dispute resolution procedures in the Disputes - Contract Paragraph or otherwise established by the Parties in writing, or the exercise of the Set-Off Paragraph, in no event nor for any reason shall Subrecipient, during the term of the Contract, suspend or otherwise interrupt the provision of services to the County or under this Contract, interrupt any obligations of or related to a Termination Transition Plan, disable any assets used to provide services, or perform any other action that prevents, impedes, or reduces in any way the provision of services or the County's ability to conduct its activities, unless: (A) authority to do so is granted by the County's Contract Administrator (or his or her designee) in writing or conferred by a court of competent jurisdiction; or, (B) the term of this Contract has expired, or been terminated pursuant to the Termination Paragraph hereof and Subrecipient has performed all services required to complete the Termination Transition Plan to the satisfaction of the County, and the Contract Administrator has provided written notice thereof.

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EXHIBIT 1
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ATTACHMENT A - SCOPE OF SERVICES

1. Scope of Services
A. Background and Purpose
The Workforce Innovation and Opportunity Act (WIOA) requires partnerships under California's State Plan as the primary mechanism for aligning education and training services with regional industry sector needs in California's fifteen WIOA Regional Planning Units. California state law requires coordination between K-12, Community Colleges and WIOA systems and requires the use of sector strategies as the operational framework for the state's workforce system.

The purpose of this Contract is to provide Regional Workforce Training Services under the Regional Equity and Recovery Partnerships (RERP) grant and by the Orange County Workforce Development Board (OCWDB) and its Subrecipients for workforce services in the region. The Orange Workforce Alliance (OWA) (formerly Orange Regional Planning Unit) consists of the Orange County Workforce Development Board (OCWDB), Anaheim Workforce Development Board (AWDB), and Santa Ana Workforce Development Board (SAWDB). The Orange Workforce Alliance will work to accelerate and deepen existing regional efforts that support regional system alignment, partnerships, and regional programs that achieve economic growth, economic equity, shared prosperity and a clean environment. The RERP grant focuses on strengthening the relationship with Orange County community colleges and businesses by creating short-term targeted education interventions to increase workforce preparation and participation for targeted populations in priority industry sectors.

B. Subrecipient Responsibilities

1. Service Requirements
The Subrecipient, in partnership with the Orange County Workforce Development Board (OCWDB) and Anaheim Workforce Development Board (AWDB), under the OWA will work to establish and facilitate regional goals and objectives; develop regional strategies, policies, and programs as part of regional planning and infrastructure development; focus on targeted populations, communities, and/or WIOA activities as a key partner in the state identified Regional Planning Unit. Regional efforts through the RERP grant will develop programs for targeted populations that include English language learners, first generation college students, and immigrants. The two priority sectors identified for this project with a substantial current and potential impact on the regional economy based on labor market information include health care and information technology.

The OW A will collaborate with Coastline College, North Orange County Continuing Education, Santa Ana College, and Saddleback College to support the program development and enrollment of target populations in Medical Laboratory Technician, Cybersecurity, Supply Chain Management, Amazon Web Services, and Introduction to Information Technology programs. The programs offered through the community college partners will include strategies that support the targeted populations through additional support services, cohort models and Vocational ESL training.

Regional Workforce Training Services includes, but is not limited to the following:

A. Central to the City of Santa Ana is the Santa Ana WORK Center, a proud partner of the American Job Center of California (AJCC) network. The City of Santa Ana designs and implements programs and services for adult job seekers, dislocated workers, young adults, and businesses.

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B. To comply with the requirements of this Agreement, Subrecipient shall deliver regional workforce services to eligible participants at the Santa Ana WORK Center. The Subrecipient shall provide individualized assessments, case management, job development, job placement, and follow-up services under the Workforce Innovation and Opportunity Act.

C. Subrecipient shall conform to all WIOA regulations, directives and policy guidance issued by the State, and local area during the term of this Agreement. In addition, Subrecipient shall support the mission, vision, values, goals and initiatives of the Orange Workforce Alliance.

D. Participant data must be captured on the State Grant Data Solution (SGDS) and/or CalJOBS system as determined by the region.

E. Subrecipient is responsible for program and fiscal monitoring of direct Contractors and/or Subrecipients.

F. Subrecipient is responsible for reporting WIOA leveraged resources on a monthly basis, pursuant to this grant.

B. Deliverables
The Subrecipient will be expected to meet or exceed the following deliverables:

A. Collaborate with the Orange County and Anaheim Workforce Development Boards to carry out RERP activities and provide a strategic and coordinated effort to unify business engagement efforts, identify and engage industry champions, and support regional industry partner organizations.

B. Work with OW A and Regional Organizer to add community college programs to the Eligible Training Provider List (ETPL) and determine a common process across districts/colleges for WIOA participants to use Individual Training Accounts (IT As) for the ETPL programs.

C. Work with OW A and Regional Organizer to determine common goals/activities between WDB and community college sector strategies.

D. Work with OWA and Regional Organizer to develop a process to evaluate credit-for-prior learning for WIOA participants and determine how the individual community college district's credit-for-prior learning policies may impact Orange County residents.

E. Assist OW A and Regional Organizer in designing a regional communication hub; this may include general sector information, a calendar of events and meetings, county labor market information, or a communication network.

F. Assist OW A and Regional Organizer with building community partnerships in the 2 identified industry sectors: Healthcare and Information Communication Technology (ICT) and Digital Media.

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G. Promote regional collaboration and support regional activities.

H. Attend regional workforce development board partner meetings and trainings.

I. Assist the RO in the development and implementation of capacity building, training, and development opportunities for staff and partners.

J. Subrecipient will have access to the Project Manager and Regional Organizer, who will assist with the scheduling and information needed to complete the required deliverables for said services and projects pertaining to the Orange Regional Planning Unit.

K. Subrecipient is responsible for submitting all fiscal and program reports and other documentation to the Orange County Workforce Development Board, lead fiscal agent for RERP grant, pursuant to funding source requirements.

L. Due dates of project and program development activities will be project specific and will be determined at the time of the project assignment.

M. Participant data must be captured on the State Grant Data Solution (SGDS) and/or CalJOBS system as determined by the region.

N. The Santa Ana Workforce Development Board will be responsible for serving a minimum of 19 participants upon the time of contract execution through October 31, 2025. This number is 14% of the total number of participants to be served by the OW A for the duration of this grant.

C. Documentation and File Maintenance
The Subrecipient understands that all books and records pertaining to this Agreement, including payroll and attendance records of participating employees, are subject to inspection by the County, federal or state agencies and others for auditing, monitoring or investigating activities pursuant to any contract resulting from this Agreement. All records shall be maintained for a period of seven (7) years beyond the completion of this Agreement. If the Subrecipient receives notice of any litigation or claim involving the grant award or otherwise relating to this Agreement, Subrecipient shall retain records until otherwise instructed by the County.

Subrecipient shall maintain documentation for every enrolled participant pursuant to WIOA directives.

C. County Responsibilities
A. County shall assign a County Project Manager and coordinate all services closely with Subrecipient.

B. County shall assist in providing necessary information pertinent in the conduct of the services, as requested.

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C. County Project Manager shall monitor and track project status to ensure it is progressing within the project timeframe.

D. County Project Manager shall review and approve all services required in this Contract.

E. County Project Manager shall review and approve invoices.

F. County Project Manager shall submit the monthly State Grant Data Solutions (SGDS) report on behalf of the Orange Workforce Alliance (OW A).

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ATTACHMENT B - PAYMENT AND COMPENSATION

1. Compensation:

This is a firm fixed fee Contract between County and Subrecipient for Regional Workforce Training Services as set forth in the "Scope of Services" Attachment.

Subrecipient agrees to accept the specified compensation as set forth in this Contract as full payment for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by Subrecipient of all its duties and obligations hereunder. Subrecipient shall only be compensated as set forth herein for work performed in accordance with the Scope of Work. County shall have no obligation to pay any sum in excess of the fixed rates specified herein unless authorized by amendment in accordance with Articles "Changes" and "Amendments" of County Contract Terms and Conditions, which may require approval by the County Board of Supervisors.

2. Fees and Charges:

County will pay the fees and charges in accordance with the provisions of this Contract. Payment shall be as follows:
!Line !Description
Jtem
1 City of Santa Ana - Regional Workforce Training Services TOTAL NOT TO EXCEED AMOUNT OF: $110,000.00

3. Price Increase/Decreases:

Unit of Unit Cost
Measurement
each $110,000.00
No price increases will be considered during the first year/term of the Contract. County requires documented proof of cost increases on Contracts prior to any price adjustment. A minimum of 30-days advance notice in writing is required for consideration of such adjustment. No retroactive price adjustments will be considered. All price decreases will automatically be extended to County of Orange. County may enforce, negotiate, or cancel escalating price Contracts or take any other action it deems appropriate, as it sees fit. The net dollar amount of profit will remain firm during the period of Contract. Adjustments increasing Subrecipient's profit will not be allowed.

4. Firm Discount and Pricing Structure:

Subrecipient guarantees that prices quoted are equal to or less than prices quoted to any other local, State or Federal government entity for services of equal or lesser scope. Subrecipient agrees that no price increases shall be passed along to County during the term of this Contract not otherwise specified and provided for within this Contract.

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5. Subrecipient's Expense:

Subrecipient will be responsible for all costs related to photo copying, telephone communications and fax communications while on County sites during the performance of work and services under this Contract.

6. Payment Terms - Payment in Arrears:

Invoices are to be submitted in arrears to the user agency/department to the ship-to address, unless otherwise directed in this Contract. Subrecipient shall reference Contract number on invoice. Payment will be net 30 days after receipt of an invoice in a format acceptable to County of Orange and verified and approved by the agency/department and subject to routine processing requirements. The responsibility for providing an acceptable invoice rests with Subrecipient.

Billing shall cover services not previously invoiced. The Subrecipient shall reimburse the County of Orange for any monies paid to the Subrecipient for services not provided or when services do not meet the Contract requirements and/or are not eligible for reimbursement or allowable costs under WIOA and all applicable laws, regulations, and requirements set forth in Article 69 (Compliance with Law - Contract) of this Contract.

No payments will be made if any preceding months' data, reports, or invoices are outstanding, unless otherwise approved by the Administrator.

No payments will be made for costs incurred by Subrecipient which are not "allowable costs" applicable to Subrecipient under 2 CFR Part 200.

Whenever Subrecipient is not in compliance with any provision of this Contract, County's Project Manager, may withhold payment or a portion thereof until such time Subrecipient comes into compliance.

County shall promptly review invoices submitted by Subrecipient and, within thirty (30) days after receiving each invoice, County shall either: (a) approve such invoice in its entirety; or (b) notify Subrecipient, in writing, of those portion( s) of such invoice that are denied, together with the reasons stated therefore (i.e. disallowed cost, lack of documentation, etc.).

County's Project Manager, also reserves the right to refuse and withhold payment to Subrecipient for later disallowed costs; or for any expenditure determined by County's Project Manager, not to be in compliance with this Contract, or unrelated to activities for which this Contract provides, or inappropriate to such activities; or for which there is inadequate supporting documentation presented; or for which prior approval was required but was either not requested or not granted. Payment to Subrecipient may be refused until County receives reimbursement from Subrecipient for any Subrecipient outstanding disallowed costs.

Total Monthly Costs may exceed one-twelfth of the Maximum Obligation of County. Upon receipt of sufficient written justification from the Subrecipient, as determined in the sole discretion of the County's Project Manager, or designee, the Project Manager, has the discretion, in any given month, to pay over the monthly one-twelfth of the Maximum Obligation.

Payments made by County shall not preclude the right of County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the goods or services.

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7. Taxpayer ID Number:

Subrecipient shall include its taxpayer ID number on all invoices submitted to County for payment to ensure compliance with IRS requirements and to expedite payment processing.

8. Payment - Invoicing Instructions:

Payment - Invoicing Instructions: Subrecipient will provide an invoice on Subrecipient's letterhead for goods delivered and/or services rendered. In the case of goods, Subrecipient will leave an invoice with each delivery. Each invoice will have a number and will include the following information:

1. Subrecipient' s name and address

2. Subrecipient's remittance address, if different from "a" above

3. Subrecipient's Taxpayer ID Number

4. Name of County Agency/Department

5. Delivery/service address

6. Contract MA-012-25010265

7. Requisition 1695376

8. Agency/Department's Account Number

9. Date of invoice

10. Product/service description, quantity, and prices

11. Sales tax, if applicable

12. Freight/delivery charges, if applicable

13. Total
Program Invoice(s) must be emailed to the following address:

Email: [email protected]

9. Payment (Electronic Funds Transfer (EFT):

County of Orange offers Subrecipients the option of receiving payment directly to their bank account via an Electronic Fund Transfer (EFT) process in lieu of a check payment. Payment made via EFT will also receive an Electronic Remittance Advice with the payment details via e-mail. An e-mail address will need to be provided to The County of Orange via an EFT Authorization Form. To request a form, please contact the agency/department Procurement Buyer listed in Contract. Upon completion of the form, please mail, fax or email to the address or phone listed on the form.

10. Close-Out Deadlines:

The close-out invoice is due on January 15, 2026, without exceptions. In cases ofreturned invoices due to errors or Disallowed costs, Subrecipient must resubmit revised invoice(s) within two (2) business days of County of Orange MA-012-25010265 Page53 o/54
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notification from County. Request for budget modifications and/or invoice revisions from the Subrecipient will be restricted to a minimum for June or final program month invoices and will only be allowed at the County's discretion. Subrecipient must submit the final program month invoice estimates by November 30, 2025. Estimates must be projected based on anticipated actual expenditure. Invoices submitted or received after the close-out period will not be reimbursed.

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ATTACHMENT C

BUDGET SCHEDULE

REGIONAL WORKFORCE TRAINING SERVICES

1. The Contract total shall not exceed $110,000.00. Each project description and corresponding budget under this Contract shall be mutually determined and agreed upon by County and Subrecipient. Project descriptions shall be in the Scope of Services Attachment, herein and corresponding project budgets shall be listed in the "Budget Schedule" Attachment herein.

2. Subrecipient's Budget:

Activities Total Budget Amount
Regional Equity and Recovery Partnerships (RERP) Grant
End Date: October 31, 2025:

Direct Program Costs $110,000.00
Indirect Costs (10% Administrative Costs) $0
Total Contract: $110,000.00

3. The budget contained in the "Budget Schedule" Attachment of this Contract are high-level budgets.

Prior to the submission of the 1
st month's invoice of this Contract term, the negotiated detailed budget must be submitted to the County for final approval. A budget template will be provided by the County.

4. Subrecipient may request to shift funds between programs, or between budgeted line items within a program, for the purpose of meeting specific program needs by utilizing a Budget/Staffing Modification Request Form provided by the Contract must include a justification narrative specifying the purpose of the request, the amount of said funds to be shifted, and the sustaining annual impact of the shift as may be applicable to the current Fiscal Year Budget and/or future Fiscal Year Budgets. Subrecipient shall obtain written approval of Budget/Staffing Modification Request(s) from the County prior to implementation by Subrecipient.

5. In support of the monthly invoice, Subrecipient shall submit monthly Expenditure Reports on a form acceptable to, or provided by, the County and will report actual costs. Invoices shall be submitted based upon the approved detailed budget.

EXHIBIT 1
City Council 23 – 58 12/17/2024

ATTACHMENT D

STAFFING PLAN

REGIONAL WORKFORCE TRAINING SERVICES
Title FTE*
Workforce Development Manaj1;er .2
TOTAL: .2
*1.00 FTE = Full-Time Equivalent
The substitution or addition of other key individuals in any given category or classification shall be allowed only with prior written pre-approval of the County Project Manager.

The Parties agree that the County has the right to require other or additional personnel to perform services under the Contract, as required. The specific individuals will be assigned based on the need and time of the service/class required. Assignment of additional key personnel shall be subject to County approval.

EXHIBIT 1
City Council 23 – 59 12/17/2024

DRUG FREE WORKPLACE CERTIFICATION
Company/Organization Name
City of Santa Ana
Exhibit 1
The Contractor or grant recipient named above hereby certifies compliance with Government Code 8355 in matters relating to providing a drug-free workplace. The above named Contractor will:

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

2. Establish a Drug Free Awareness Program as required by Government Code Section 8355(b), to inform employees about all of the following:

A. The dangers of drug abuse in the workplace,
B. The person's or organization's policy of maintaining a drug-free workplace, C. Any available drug counseling, rehabilitation and employee assistance programs, and
D. Penalties that may be imposed upon employees for drug abuse violations

3. Provide as required by Government code Section 83551 that every employee who works on the proposed contract or grant
A. Will receive a copy of the company's drug-free policy statement described in paragraph (1) above, and
B. Will agree to abide by the terms of the company's statement as a condition of employment in the contract or grant.

CERTIFICATION
I, the official named below, hereby swear that I am duly authorized legally to bind the contractor or grant recipient to the above described certification.

Official's Name
Date Executed
Orange County, California
Executed in the County of
Contractor or Grantee Recipient Signature and Title
EXHIBIT 1
City Council 23 – 60 12/17/2024
Exhibit2

CERTIFICATION REGARDING

DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION

LOWER TIER COVERED TRANSACTIONS
This certification is required by the regulations implementing Executive Order 12549, Debarment and suspension, 29 CFR Part 98.510, Participants' responsibilities. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211) (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION) (1) The contractor or grant recipient of Federal assistance funds certifies, by submission of this exhibit document, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.
(2) Where the contractor or grant recipient of Federal assistance funds is unable to certify to any of the statements in this certification, the contractor or grant recipient shall attach an explanation to this exhibit document.

Name
Title
Authorized Signature Date
EXHIBIT 1
City Council 23 – 61 12/17/2024
Exhibit2
DEBARMENT AND SUSPENSION CERTIFICATION - Instructions for Certification

1. By signing and submitting this exhibit document, the contractor or grant recipient of Federal assistance funds is providing the certification as set out below.

2. The certification in the clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the contractor or grant recipient of Federal assistance funds knowingly rendered an erroneous certification in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment.

3. The contractor recipient of Federal assistance funds shall provide immediate written notice to the County of Orange/Workforce Investment Board to which this certification document is submitted if at any time the contractor or grant recipient of Federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

4. The contractor or grant recipient of Federal assistance funds agrees by submitting this certification document that, should the covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL.

5. The contractor or grant recipient of Federal assistance funds further agrees by submitting this certification document that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

6. The contractor or grant recipient in a covered transaction may rely upon a certification of a contractor or grant recipient in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. The contractor or grant recipient may decide the method and frequency by which it determines the eligibility of its principals.

7. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the contractor or grant recipient is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

8. Except for transactions authorized under paragraph 5 of these instructions, if the contractor or grant recipient in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment.

EXHIBIT 1
City Council 23 – 62 12/17/2024

CERTIFICATION REGARDING LOBBYING

CERTIFICATION FOR CONTRACTS, GRANTS, LOANS,

AND COOPERATIVE AGREEMENTS
The undersigned certifies, to the best of his or her knowledge and belief, that:

Exhibit 3

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all* subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements) and that all* subrecipients shall certify and disclose award documents for all* subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements) and that all* subrecipients shall certify and disclose award documents for all* subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements) and that all* subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10, 000 and not more than $100,000 for each such failure.

Grantee/Contractor Organization
City of Santa Ana
Name
Title
Authorized Signature Date
*Note: In these instances, "All," in the Final Rule is expected to be clarified to show that it applies to covered contracUgrant transactions over $100,000 (per 0MB).

EXHIBIT 1
City Council 23 – 63 12/17/2024

INSTRUCTIONS FOR COMPLETION OF

SF-LLL DISCLOSURE OF LOBBYING ACTIVITIES
Exhibit4
This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress. or an employee of a Member of Congress in connection with a covered Federal action.

Use the SF LLL-A Continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information.

1. Identify the type of covered Federal action for which lobbying is and has been secured to influence the outcome of a covered action.

2. Identify the status of the covered Federal action.

3. Identify the appropriate classification of this report. If this is a follow up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action.

4. Enter the full name, address, city, state and zip code of the reporting entity. Include congressional district. if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be a prime or subaward recipient.

Identify the tier of the subawardee, e. g. the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts. subgrants and contract awards under grants.

5. If the organization filing the report, in item 4 checks "Subawardee", then enter the full name, address, city, state, and zip code of the prime Federal recipient. Include congressional district, if known.

6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard.

7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments.

8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e. g. Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number the contract, grant. or loan award number; the application proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP DE 90 09."

9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the primary entity identified in item 4 or 5.

10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action.
(b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (Ml).

11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10).

Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report enter he cumulative amount of payment made or planned to be made.

12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in kind contribution, specify the nature and value of the in kind payment.

13. Check the appropriate box(es). Check all boxes that apply. If other, specify nature.

14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted and the officer(s), employee(s), or Member(s) of Congress that were contacted.

15. Check whether or not a SF LLL A Continuation Sheet(s) is attached.

16. The certifying official shall sign and date the form, print his/her name, title, and telephone number.

Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions. searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget. Paperwork Reduction Project (0348 0046) Washington D.C., 20503.

EXHIBIT 1
City Council 23 – 64 12/17/2024

1. DISCLOSURE OF LOBBYING ACTIVITIES
Complete this form to disclose activities pursuant to 31 U.S.C 1352 Type of Federal Actions: 2. Status of Federal Actions: 3. Report Type:

Exhibit4
a. contract a. bid/offer/application a. initial filing
b. grant b. initial award b. material change
C. cooperative agreement C. post-award
d. loan For material change only:
e. loan guarantee Year: Quarter:
f. loan insurance Date of last report:

4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is a Subawardee:

Prime Subawardee Enter Name and Address of Prime:

Tier if known
ConQressional District, if known: ConQressional District, if known:

6. Federal Department / Agency: 7. Federal Program Name/Description

8. Federal Action Number, if known: 9. Award Amount, if known:
$
10a. Name and Address of Lobbying Entity 10b. Individual Performing Services (if individual, last name, first name, Ml): (including address if different from No. 1 0a) (last name, first name, Ml):
(attach Continuation Sheets SF-LLL-A, if necessary)

11. Amount of Payment (check all that apply): 13. Type of Payment (check all that apply) $ Actual a. retainer
Planned b. one-time free

12. Form of Payment (check all that apply): C. commission a. cash d. contingent fee
b. in-kind: specify: e. deferred
nature: f. other specify:
value:

14. Enter Description of Services performed or to be Performed and date(s) of Service, including officer(s), employee(s), or Member(s) contacted, for Payment indicated on item 11:

15. Continuation sheet(s) SF-LLL-A attached: □ Yes □ No

16. Information requested through this form authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying activities is a Signature:
material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semiannually and will be available for Print Name: public inspection. An person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not Title:
more than $100,000 for each such failure. Telephone No:

Date:

EXHIBIT 1
City Council 23 – 65 12/17/2024

DISCLOSURE OF LOBBYING ACTIVITIES

CONTINUATION SHEET
Approved by OMS - 0348-0046
Exhibit4
Reporting Entity: __________________________ _
Page ___ of ______ _
!BILLING CODES 3410-01 -C; 6450-01-C; 6890-01 ;6025-01-C; 7510-01-C , 35 1 0-FE-C; 8120-01 -C; 4710-24-C, 6116-01 -C, EXHIBIT 1
City Council 23 – 66 12/17/2024
EXHIBIT 5
Occ���-{;tiity Resources
Our Community. Our Commitment.

Subject: OC Community Resources
Contract Reimbursement Policy
PURPOSE:

Effective: July 1, 2010
Revised: January 17, 2020
This policy contains updated fiscal documentation requirements for contract reimbursement for QC Community Services and QC Housing & Community Development. The procedures provide instructions for submitting reimbursement demand letter or invoice.

REFERENCES:

Executed County Board of Supervisors approved contract
Budget included in contract or presented as an attachment 48 CFR Part 31 Contract Cost Principles and Procedures
24 CFR Parts 85, 570.502, 570.201, 576.21, 576.51 and 576.61: For QC Housing & Community Development Contracts only.
2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance)
BACKGROUND:

The executed Board of Supervisors approved contract is the authorization for all aspects of payment, including the maximum amount to be paid, the payee, and the scope of services and work. Payments are made in strict accordance with the contract terms. Allowable costs are identified in referenced Uniform Guidance and Code of Federal Regulations (CFR).

ATTACHMENTS:

Reimbursement Policy Status Form (RPS-1)
POLICY:

Contractor is responsible for the submission of accurate claims. This reimbursement policy is intended to ensure that the Contractor is reimbursed based on the code or codes that correctly describe the services provided. This information is intended to serve only as a general reference resource regarding QC Community Services' and Housing & Community Development reimbursement policy for the services described and is not intended to address every aspect of a reimbursement situation. Accordingly, QC Community Services and QC Housing & Community Development may use reasonable discretion in interpreting and applying this policy to services provided in a particular case. Other factors affecting reimbursement may supplement, modify or, in some cases, supersede this policy. These factors may include, but are not limited to: legislative mandates and County directives. QC Community Services and QC Housing & Community Development may modify this reimbursement policy at any time by publishing a new version of the policy. However, the information presented in this policy is accurate and current as of the date of publication.

Cost incurred by Contractor must be substantiated and incurred during the contract period.

Total of all reimbursements cannot exceed the amount of the contract. Cost must be allowable under applicable Code of Federal Regulations (CFR) or Uniform Guidance. All supporting documentation for reimbursement must be submitted with demand letter or invoice. If contract requires matching contribution, documentation substantiating contribution match must be submitted with demand letter or invoice.