- GENERAL PROVISIONS AND RECITALS —
- The Parties agree that the terms used, but not otherwise defined below in the section titled "DEFINITIONS," shall have the same meaning given to such terms under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (“the HITECH Act”), and regulations promulgated thereunder by the U.S. Department of Health and Human Services (DHHS) (“the HIPAA regulations”) (45 CFR Parts 160, 162 and 164) as they may exist now or be hereafter amended.
- The Parties agree that a business associate relationship under HIPAA, the HITECH Act, and the HIPAA regulations between the Contractor and County arises to the extent that Contractor performs, or delegates to subcontractors to perform, functions or activities on behalf of County pursuant to, and as set forth in, the Contract that are described in the definition of “Business Associate” in 45 CFR § 160.103.
- The County wishes to disclose to Contractor certain information pursuant to the terms of the Contract, some of which may constitute Protected Health Information (“PHI”), as defined below in the section titled "DEFINITIONS," Subparagraph titled "Protected Health Information” or “PHI," to be used or disclosed in the course of providing services and activities pursuant to, and as set forth, in the Contract.
- The Parties intend to protect the privacy and provide for the security of PHI that may be created, received, maintained, transmitted, used, or disclosed pursuant to the Contract in compliance with the applicable standards, implementation specifications, and requirements of HIPAA, the HITECH Act, and the HIPAA regulations as they may exist now or be hereafter amended.
- The Parties understand and acknowledge that HIPAA, the HITECH Act, and the HIPAA regulations do not pre-empt any state statutes, rules, or regulations that are not otherwise pre-empted by other Federal law(s) and impose more stringent requirements with respect to privacy of PHI.
- The Parties understand that the HIPAA Privacy and Security rules, as defined below in the section titled "DEFINITIONS," Subparagraphs titled "The HIPAA Privacy Rule" and "The HIPAA Security Rule," apply to the Contractor in the same manner as they apply to a covered entity (County). Contractor agrees therefore to be in compliance at all times with the terms of this Business Associate Agreement and the applicable standards, implementation specifications, and requirements of the Privacy and the Security rules, as they may exist now or be hereafter amended, with respect to PHI and electronic PHI created, received, maintained, transmitted, used, or disclosed pursuant to the Contract.
- PREVAILING WAGE (LABOR CODE §1773) —
- Threshold Requirements for Prevailing Wages: Except for public works projects of one thousand dollars ($1,000) or less, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the public work is performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in this chapter, shall be paid to all workers employed on public works.
- Wage Rates: Contractor shall post a copy of the wage rates at the job site and shall pay the adopted prevailing wage rates as a minimum. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the Board of Supervisors has obtained the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Contract from the Director of the Department of Industrial Relations. These rates are on file with the Clerk of the Board of Supervisors. Copies may be obtained at cost at the office of County's Clerk of the Board of Supervisors or visit the website of the Department of Industrial Relations, Prevailing Wage Unit at www.dir.ca.gov/DLSR/PWD. The Contractor shall comply with the provisions of Sections 1774, 1775, 1776 and 1813 of the Labor Code.
- Apprenticeship Requirements: The Contractor shall comply with Section 230.1(A), California Code of Regulations as required by the Department of Industrial Relations, Division of Apprenticeship Standards by submitting DAS Form to the Joint Apprenticeship Committee of the craft or trade in the area of the site.
- Registration of Contractor: All contractors and subcontractors must comply with the requirements of Labor Code Section 1771.1(a), pertaining to registration of contractors pursuant to Section 1725.5. Bids cannot be accepted from unregistered contractors except as provided in Section 1771.1. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. After award of the contract, Contractor and each Subcontractor shall furnish electronic payroll records directly to the Labor Commissioner in the manner specified in Labor Code Section 1771.4.
- Prevailing Wage and DIR Requirement: Awarding agencies are not required to submit the notice of contract award through DIR’s PWC-100 system on projects that fall within the small project exemption. The small project exemption applies for all public works projects that do not exceed:
- $25,000 for new construction, alteration, installation, demolition or repair
- $15,000 for maintenance
If the project meets or exceeds these amounts, the County and the Contractor are required to register the project with the California Department of Industrial Relations.
- Payroll Records: Contractor and any Subcontractor(s) shall comply with the requirements of Labor Code Section 1776. Such compliance includes the obligation to furnish the records specified in Section 1776 directly to the Labor Commissioner in an electronic format, or other format as specified by the Commissioner, in the manner provided by Labor Code Section 1771.4.
The requirements of Labor Code Section 1776 provide, in summary:- Contractor and any Subcontractor(s) performing any portion of the work under this Contract shall keep an accurate record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by Contractor or any Subcontractor(s) in connection with the work.
- Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
- The information contained in the payroll record is true and correct.
- The employer has complied with the requirements of Labor Code Sections 1771, 1811, and 1815 for any work performed by his or her employees in connection with the Contract.
- The payroll records shall be certified and shall be available for inspection at the principal office of Contractor on the basis set forth in Labor Code Section 1776.
- Contractor shall inform County of the location of the payroll records, including the street address, city and county, and shall, within five (5) working days, provide a notice of any change of location and address of the records.
- Pursuant to Labor Code Section 1776, Contractor and any Subcontractor(s) shall have ten (10) days in which to provide a certified copy of the payroll records subsequent to receipt of a written notice requesting the records described herein. In the event that Contractor or any Subcontractor fails to comply within the ten (10) day period, he or she shall, as a penalty to County, forfeit one hundred dollars ($100), or a higher amount as provided by Section 1776, for each calendar day, or portion thereof, for each worker to whom the noncompliance pertains, until strict compliance is effectuated. Contractor acknowledges that, without limitation as to other remedies of enforcement available to County, upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the California Department of Industrial Relations, such penalties shall be withheld from progress payments then due Contractor. Contractor is not subject to a penalty assessment pursuant to this section due to the failure of a subcontractor to comply with this section.
If the Contractor or any Subcontractor fails to provide a certified copy of the payroll records within ten (10) days, the County may be required to notify the Division of Labor Standards Enforcement, which will take whatever actions it deems appropriate. - Contractor and any Subcontractor(s) shall comply with the provisions of Labor Code Sections 1771 et seq., and shall pay workers employed on the Contract not less than the general prevailing rates of per diem wages and holiday and overtime wages as determined by the Director of Industrial Relations. Contractor shall post a copy of these wage rates at the job site for each craft, classification, or type of worker needed in the performance of this Contract, as well as any additional job site notices required by Labor Code Section 1771.4(b). Copies of these rates are on file at the principal office of County’s representative, or may be obtained from the State Office, Department of Industrial Relations (“DIR”) or from the DIR’s website at www.dir.ca.gov. If the Contract is federally funded, Contractor and any Subcontractor(s) shall not pay less than the higher of these rates or the rates determined by the United States Department of Labor.
- Adjustments – Scope of Work —
No adjustments made to the Scope of Work will be authorized without prior written approval of County assigned Deputy Procurement Agent (DPA).
- Project Objectives —
The primary objective of this RFI is to implement a System capable of supporting the operational, analytical, and compliance needs of the County’s Outreach & Engagement Program.
The selected vendor shall provide a System that:
- Supports program referrals, intake, dispatch coordination, and response tracking
- Captures detailed outreach engagement data and client interaction records
- Maintains secure client records with unique identifiers and controlled access
- Tracks services provided, referrals made, and linkages completed
- Supports shelter and housing placement coordination
- Provides GIS-based geographic intelligence for outreach deployment
- Generates real-time dashboards and operational reporting tools
- Integrates with required County and partner data systems
- Supports informed consent management and privacy protections
- Enables closed-loop referral tracking with external partners
The System must be capable of supporting both daily operational management and long-term program evaluation, while ensuring compliance with federal homelessness data standards and applicable data security regulations.
- Contractor's Policies, Procedures, and Technical, Physical, and Administrative Safeguards: —
All Contractors with access to County data and/or systems shall establish and maintain policies, procedures, and technical, physical, and administrative safeguards designed to:
- Ensure the confidentiality, integrity, and availability of all County data and any other confidential information that the Contractor receives, stores, maintains, processes, transmits, or otherwise accesses in connection with the provision of the contracted services,
- Protect against any threats or hazards to the security or integrity of County data, systems, or other confidential information,
- Protect against unauthorized access, use, or disclosure of personal or County confidential information,
- Maintain reasonable procedures to prevent, detect, respond, and provide notification to the County regarding any internal or external security breaches,
- Ensure the return or appropriate disposal of personal information or other confidential information upon contract conclusion (or per retention standards set forth in the contract), and
- Ensure that any subcontractor(s)/agent(s) that receives, stores, maintains, processes, transmits, or otherwise accesses County data and/or system(s) is in compliance with statements and the provisions of statements and services herein.
- OCLSB: —
Effective January 1, 2020, County of Orange Board of Supervisors adopted the OCLSB Preference policy. Implementation of the OCLSB Preference policy supports local businesses, the local economy and the development of the County’s tax base.
To be certified as a Local Small Business by the County of Orange, a business shall meet (1) and (2) below:
- Local Business Requirements:
- Maintains their principal center of operations (i.e. headquarters) within Orange County, and:
- Has:
- A business address located in the County of Orange that is not a post office box, or
- A valid business license or certificate of occupancy issued by the County of Orange or by an Orange County city, or other documentation acceptable to the County of Orange.
- Small Business Requirements:
- Must be certified as a Small Business by the State of California Department of General Services (DGS): and,
- Above requirements must be valid at the time of proposal submittal through the time of award of the contract. The terms and conditions of the contract shall additionally require the contractor to remain in compliance with the Local Business requirements (pursuant to subsection (a) above) through the term of the contract, including any extensions or renewals, and shall provide that contractor’s failure to comply may be construed by County as a material breach of the contract.
- SOFTWARE LICENSE —
Unless otherwise specified in the Scope of Work, the Contractor hereby grants to the County and the County accepts from the Contractor, subject to the terms and conditions of this Contract, an irrevocable, royalty-free, non-exclusive, license to use all Software of any type provided by Contractor to County.
- TERM —
The term of this Contract shall commence on July 1, 20XX, and terminate on June 30, 20XX, unless earlier terminated pursuant to the provisions of the Payments paragraph of this Contract; however, Contractor shall be obligated to perform such duties as would normally extend beyond this term, including, but not limited to, obligations with respect to indemnification, audits, reporting and accounting. [DO NOT USE the following sentence regarding twelve additional months when renewal options below are included, there is no maximum funding obligation specified, when the Contract will be used as a Master Contract, or when the Contract is the fifth and final year.] Contractor and Administrator may mutually agree in writing to extend the term of this Contract, for up to twelve (12) additional months upon the same terms and conditions, provided that County’s maximum funding obligation as stated in the Payments paragraph of this Contract does not increase as a result. [Use the following sentence for Contracts with a two-year renewable term (e.g., 3+2). DO NOT USE if renewal options were not included in the solicitation or if this is the final renewal.] This Contract may be renewed thereafter for a two-year term upon mutual agreement of both parties. The County does not have to provide a reason if it elects not to renew this Contract.
[For Master Contracts that allow the implementation of subordinate contracts after the Board has approved the Master (e.g. Emergency Shelter Homes (ESH), Foster Family Agency (FFA), Short-Term Residential Treatment Programs (STRTP) leave the commencement date blank to allow the current date to be filled in at the time each subsequent subordinate contract is developed. Including a “hard” commencement date in the Master results in retroactive subordinate contracts that are not Board sanctioned. Master Contracts that do not allow the addition of subordinates after Board approval (e.g., LSCP) require a “hard” commencement date in the Master, which will also be reflected in subordinate contracts.]
- DEBARMENT —
Subrecipient certifies that it is not debarred or suspended or otherwise excluded from or ineligible for participation in Federal/State assistance programs in accordance with 29 CFR Part 98.
- SECURITY REQUIREMENTS —
- Contractor shall, with respect to all employees of Contractor performing services hereunder:
- Perform background checks as to past employment history.
- Inquire as to past criminal felony convictions.
- Ascertain that those employees who are required to drive in the course of performing services hereunder have valid California driver’s licenses and no DUI convictions within two (2) years prior to commencement of services hereunder.
- Perform drug screening to determine that such employees are not users of illegal drugs or other substances.
- Criminal Justice Information Services (CJIS) Requirements. All Contractors staff with physical or logical access to County data shall pass a fingerprint-based state and federal background check consistent with:
- 5 CFR 731.106; and/or
- Office of Personnel Management policy, regulations, and guidance; and/or
- Agency policy, regulations, and guidance.
- Contractor shall not assign to County property any Contractor personnel as to whom the foregoing procedures indicate:
- Inability or unwillingness to perform in a competent manner.
- Past criminal convictions for theft, burglary or conduct causing property damage or mental or physical harm to persons.
- Where such employee’s duties include driving a vehicle, absence of a valid California driver’s license or a DUI conviction within the prior two (2) years.
- Usage of illegal controlled substances as defined by federal law.
- If any of the problems identified with respect to Contractor’s employees are discovered after assignment of an employee to County property, or if County otherwise reasonably deems an assigned employee unacceptable, Contractor shall remove and replace such employee at the County property.
- Nothing herein shall render any employee of Contractor an employee of County. THE CONTRACTOR’S PERSONNEL REQUIREMENTS: All employees must pass the County’s background check and meet all requirements as set forth below:
- All personnel to be employed in performance of the work under this Contract shall be subject to security clearance. Clearance must be updated and renewed every twelve (12) months from original date of clearance.
- No person, who is required to enter a secured facility of the Sheriff, shall be assigned to perform work under this contract that has not received prior clearance from the Sheriff-Coroner Department.
- Within fifteen (15) days of the effective date of this Contract, Contractor shall prepare and submit a complete and accurate “Contractor Security Clearance” information form for all Contractor’s employee who will be working on or who will need access to the Sheriff-Coroner’s facilities to perform work covered by this Contract. County project manager shall provide form(s) to Contractor’s project manager. Contractor is also responsible for ensuring that anytime an employee is assigned to work on Sheriff-Coroner’s facilities under this contract that a Security Clearance form is submitted and approved prior to that employee requiring access to such premises for providing services under this contract.
- Contractor shall inform employees assigned to perform work within secured facilities of the Sheriff-Coroner that the employee is required to inform Contractor if/when any information provided on the security clearance form changes. Contractor shall submit an updated security clearance form whenever there is a change in information provided by an employee. Contractor shall be responsible for ensuring to submit Security Clearance forms in order to renew the Security Clearance(s) every twelve months. Renewal forms shall be submitted at least ten (10) County working days prior to the expiration of an existing clearance; a security clearance is valid for 12 months from the date of issuance. If Contractor is submitting an updated form due to a change in information, said form shall be submitted within in 10 County working days of the employer becoming aware of the updated information.
- Contractor Security Clearance information forms will be provided by County Project Manager upon request and will be screened by the Sheriff-Coroner’s Department.
- Contractor Security Clearance information forms shall be thoroughly and accurately completed. Omissions or false statements, regardless of the nature or magnitude, may be grounds for denying clearance.
- County will not give Contactor the reason an individual’s clearance is denied, but will provide explanation to individual affected via U.S. Mail.
- GENERAL SECURITY REQUIREMENT - AT WORKSITE:
- When performing work at a Sheriff-Coroner facility, all work areas shall be secured prior to the end of each workday.
- Workmen shall have no contact, either verbal or physical, with inmates in any facility while preforming work under this contract. Specifically:
- Do not give names or addresses to inmates.
- Do not receive any names or addresses from inmates.
- Do not disclose the identity of any inmate to anyone outside the facility.
- Do not give any materials to inmates.
- Do not receive any materials from inmates (including materials to be passed to another individual or inmate).
- Contractor’s personnel shall not smoke or use profanity or other inappropriate language while on site.
- Contractor’s personnel shall not enter the facility while under the influence of alcohol, illegal controlled substances as defined under federal law, or other intoxicants, and shall not have such materials in their possession.
- Failure to comply with these requirements is a criminal act and can result in prosecution.
- Contractor’s personnel shall plan their activities to minimize the number of times they must enter and exit a facility, i.e., transport all tools, equipment, and materials needed for the day at the start of work and restrict all breaks to the absolute minimum.
- Contractor’s personnel shall follow any special security requirements issued by the on-site contact person or escort Deputy.
- Contractor’s personnel shall report either to the on-site contact person when leaving the facility, temporarily or at the end of the workday.
- Contractor’s personnel shall immediately report all accidents, spills, damage, unusual conditions and/or unusual activities to the on-site contact person or any Sheriff’s Deputy.
- Contractor’s personnel shall securely close and check all gates and doors to ensure that they are tightly closed and locked as they enter and exit various areas of the County facilities.
- Contractor’s personnel shall restrict all activities to the immediate work site and adjacent assigned areas necessary to performing work under this Contract.
- Contractor’s personnel shall remain with the assigned escort at all times, unless otherwise directed by the on-site contact person.
- POTENTIAL DELAYS/INTERRUPTIONS:
- Contractor shall acknowledge that the primary purpose of the detention facilities is the safe and secure operation of those facilities.
- Contractor’s personnel who enter a Sheriff facility but have not passed the security screening, or who have falsified the security screening information are subject to immediate removal from the facility. Contractor’s personnel who are assigned to work in a Sheriff facility who are determined to have outstanding wants or warrants may be detained by the Sheriff.
- Contractor’s personnel shall immediately comply with all directions and orders issued by Sheriff’s personnel, other than changes regarding the quality or quantity of work, which will be controlled by County’s project manager.
- Contractor’s personnel may be delayed or denied access to the facility due to unforeseen events that may affect the availability of security escorts.
- Contractor’s personnel may be ordered to leave a facility prior to the completion of their work or the end of the workday by unforeseen incidents occurring within secure environments. Such unforeseen incidents may also cause Contractor’s personnel to be held inside the facility until the incident is resolved by the Sheriff’s personnel.
- Contractor may be subject to an inventory requirement where the Contractor shall supply an inventory list of all tools. The Facility will use this list for verification of tools entering and exiting security. Any and all time required to comply with the tool inventory and control program will not be considered a compensable delay and no requests for equitable adjustment in time or additional compensation for this time will be considered.
- Federal Guidelines —
- Contract Work Hours and Safety Standards Act
- 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.
- Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1) of this section the contractor 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 (1) of this section, in the sum of $27 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 (1) of this section.
- Withholding for unpaid wages and liquidated damages. The County 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 contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section.
- Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section.
- Clean Air Act
- The contractor 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.
- The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.
- The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.
- Federal Water Pollution Control Act
- The contractor 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.
- The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.
- The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.
- Debarment and Suspension
- This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the contractor is required to verify that none of the contractor’s 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).
- The contractor must comply with 2 C.F.R. pt. 180, subpart C and2 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.
- This certification is a material representation of fact relied upon County. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.
- Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended)
Contractors who apply or bid for an award of $100,000 or more shall 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 shall 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.
- Indemnification —
Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment. Notwithstanding anything stated above, nothing contained herein shall relieve Contractor of any insurance requirements of obligations created elsewhere in this Contract.
- Performance Standards —
Contractor shall comply with and adhere to the performance accountability standards and general program requirements described in Attachment A, Scope of Services and Performance Standards.
- ASSET MANAGEMENT —
Asset management establishes an organization’s inventory of fixed and controlled assets and defines how these assets are managed during their lifecycle to ensure sustained productivity in support of the organization’s critical services. An event that disrupts an asset can inhibit the organization from achieving its mission. An asset management program helps identify appropriate strategies that shall allow the assets to maintain productivity during disruptive events. There are four broad categories of assets: people, information, technology, and facilities.
The Cybersecurity Program strives to achieve and maintain appropriate protection of IT assets. Loss of accountability of IT assets could result in a compromise or breach of IT systems and/or a compromise or breach of sensitive or privacy data.
- GOALS AND OBJECTIVES
- Services are identified and prioritized.
- Assets are inventoried, and the authority and responsibility for these assets is established.
- The relationship between assets and the services they support is established.
- The asset inventory is managed.
- Access to assets is managed.
- Information assets are categorized and managed to ensure the sustainment and protection of the critical service.
- Facility assets supporting the critical service are prioritized and managed.
- ASSET MANAGEMENT POLICY STATEMENTS
- Services Inventory
- Departments and/or contractors shall maintain an inventory of its services. This listing shall be used by the department to assist with its risk management analysis.
- Asset Inventory – Information
- All information that is created or used within the County’s trusted environment in support of County business activities shall be considered the property of the County. All County property shall be used in compliance with this policy.
- County information is a valuable asset and shall be protected from unauthorized disclosure, modification, or destruction. Prudent information security standards and practices shall be implemented to ensure that the integrity, confidentiality, and availability of County information are not compromised. All County information shall be protected from the time of its creation through its useful life and authorized disposal.
- Departments and/or contractors shall establish internal procedures for the secure handling and storage of all electronically-maintained County information that is owned or controlled by the department.
- Asset Inventory - Technology (Devices, Software)
- Departments shall maintain an inventory of all department managed devices that connect to County network resources or processes, stores, or transmits County data including but not limited to:
- Desktop computers,
- Laptop Computers,
- Tablets (iPads and Android devices),
- Mobile Phones (basic cell phones),
- Smart Phones (iPhones, Blackberry, Windows Phones and Android Phones),
- Servers,
- Storage devices,
- Network switches,
- Routers,
- Firewalls,
- Security Appliances,
- Internet of Things (IoT) devices,
- Printers,
- Scanners,
- Kiosks and Thin clients,
- Mainframe Hardware, and
- VoIP Phones.
- Asset inventory shall map assets to the services they support.
- Departments and/or contractors shall adopt a standard naming convention for devices (naming convention to be utilized as devices are serviced or purchased).
- Each department and/or contractor shall ensure that all software used on County systems and in the execution of County business shall be used legally and in compliance with licensing agreements.
- Asset Inventory - Facilities
- Departments and/or contractors shall maintain an inventory of its facilities. This listing shall be used by the department to assist with its risk management analysis.
- Departments and/or contractors shall identify the facilities used by its critical services.
- Access Controls
- Departments and/or contractors shall establish a procedure that ensures only users with legitimate business needs to access County IT resources are provided with user accounts.
- Access to County information systems and information systems data shall be based on each user’s access privileges. Access controls shall ensure that even legitimate users cannot access stored information unless they are authorized to do so. Access control should start by denying access to everything, and then explicitly granting access according to the “need to know” principle.
- Access to County information and County information assets should be based on the principle of “least privilege,” that is, grant no user greater access privileges to the information or assets than County responsibilities demand.
- The owner of each County system, or their designee, provides written authorization for all internal and external user access.
- 1All access to internal County computer systems shall be controlled by an authentication method involving a minimum of a user identifier (ID) and password combination that provides verification of the user’s identity.
- All County workforce members are to be assigned a unique user ID to access the network, as applicable.
- A user account shall be explicitly assigned to a single, named individual. No group or shared computer accounts are permissible except when necessary and warranted due to legitimate business needs. Such need shall be documented prior to account creation and accounts activated only when necessary.
- User accounts shall not be shared with others including, but not limited to, someone whose access has been denied or terminated.
- Departments and/or contractors shall conduct regular reviews of the registered users’ access level privileges. System owners shall provide user listings to departments for confirmation of user’s access privileges.
- Asset Sanitation/Disposal
- Unless approved by County management, no County computer equipment shall be removed from the premises.
- Prior to re-deployment, storage media shall be appropriately cleansed to prevent unauthorized exposure of data.
- Surplus, donation, disposal or destruction of equipment containing storage media shall be appropriately disposed according to the terms of the equipment disposal services contract.
- Sanitization methods for media containing County information shall be in accordance with NSA (National Security Agency) standards (for example, clearing, purging, or destroying).
- Disposal of equipment shall be done in accordance with all applicable County, state or federal surplus property and environmental disposal laws, regulations or policies.
- Debarment —
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.
- Title VI Solicitation Notice (Federal Contract Provision Guidelines Section A5.3.1) —
Title VI Solicitation Notice: The (Title of Recipient), in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4), 28 CFR § 50.3, and 49 CFR Part 21, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, all contractors will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of the owner’s race, color, national origin, sex, creed, age, or disability in consideration for an award.
- FACILITY SUBLEASE: —
Notwithstanding anything in this Contract, the Parties agree:
- This Contract in all respects is subordinate and subject to the terms of the Indenture for the State Public Works Board of the State of California Lease Revenue Bonds 2023 Series A (Various Capital Projects) (the “Bonds”), and the Site Lease, the Facility Lease, and the Facility Sublease (including but not limited to, reletting rights) related to the Bonds that involve, or are executed by, the County of Orange and any subsequent indenture or amended or restated site lease, facility lease, and facility sublease entered into to facilitate a refunding of the Bonds; (b) to the extent the Bonds are refunded, the foregoing subordination shall be self-executing and effective automatically without the requirement that any further agreement or confirmation be executed or delivered by County; provided, however, that upon written request from the State Public Works Board in connection with any State Public Works Board Financing, County shall execute such further writings as may be reasonably required to separately document any such subordination; and
- This Contract is subject to the review and written consent of the State Public Works Board and Department of Corrections and Rehabilitation prior to execution, as is any amendment or modification thereto; and
- This Contract shall be terminable by the County, Name of Vendor, or at the direction of the State Public Works Board upon thirty (30) days’ written notice, without penalty or cause.
- Debarment —
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.
- Bills and Liens —
Contractor shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Contractor shall not permit any lien or charge to attach to the work or the premises, but if any does so attach, Contractor 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.
- County of Orange Information Technology Security Provisions Document: —
This County of Orange Information Technology Security Provisions document provides a high-level guide for contractors to understand the resiliency and cybersecurity expectations of the County. The County of Orange Security Guidelines follow the latest National Institute of Standards and Technology (NIST) 800-53 framework to ensure the highest levels of operational resiliency and cybersecurity.
Contractor, Contractor personnel, Contractor’s subcontractors, any person performing work on behalf of Contractor, and all other agents and representatives of Contractor will, at all times, comply with and abide by all County of Orange Information Technology Security Provisions (“Security Provisions”) that pertain to Contractor(s) in connection with the Services performed by Contractor(s) as set forth in the scope of work of this Contract. Any violations of the Security Provisions shall, in addition to all other available rights and remedies available to County, be cause for immediate termination of this Contract. Such Security Provisions include, but are not limited to, County of Orange Information Technology Security Guidelines, as applicable, and Business Associate Agreement.
Contractor shall use industry best practices and methods with regard to confidentiality, integrity, availability, and the prevention, detection, response, and elimination of threat, by all appropriate means, of fraud, abuse, and other inappropriate or unauthorized access to County data and/or system(s) accessed in the performance of Services under this Contract.
- LOBBYING —
- 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.
- 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.
- Builder's Risk —
The County shall secure and maintain Builder’s Risk insurance upon the entire Work for new construction amounting to 100 percent of the insurable value of that Work. The Builder’s Risk policy shall be written as an All-Risk policy, with the exclusion of earthquake and flood risks. The Contractor and sub-contractors shall be included as additional insureds for the Builders’ Risk exposures under the County’s policy.
The Builder’s Risk policy shall not be required to cover any tools, equipment, or supplies, unless such tools, equipment, or supplies are part of the Work being constructed. The Contractor shall be responsible for securing and maintaining appropriate insurance on any tools, equipment, or supplies that are not part of the Work being constructed.
The Contractor is responsible for the entire deductible amount for all claims against the County’s Builder’s Risk policy. The deductible applies per claim. Any loss claim under this insurance is to be coordinated with County.
The County and the Contractor waive all rights against each other and the subcontractors, sub-subcontractors, officers, and employees of each other, and the Contractor waives all rights against County’s separate contractors, if any, and their subcontractors, sub-subcontractors, officers, and employees for damages caused by fire or other perils to the extent paid by the Builder’s Risk insurance, except such rights as they may have to the proceeds of such insurance. The Contractor shall require of its subcontractors and sub-subcontractors by appropriate contracts, similar waivers, each in favor of all other parties enumerated in the preceding sentence.
- Lobbying Certification —
- 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.
- 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.
- Subrecipient shall be in compliance with the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352 and 29 CFR Part 93).
- DVBE: —
Effective January 1, 2021, County of Orange Board of Supervisors adopted the DVBE Preference policy. The DVBE Preference policy supports local business opportunity, economy and the development of County’s tax base, and in addition recognizes the service and sacrifice given by the men and women of our Armed Forces.
To be certified as a Disabled Veteran Business Enterprise by the County of Orange, a business shall meet (A) and (B) below:
- Must be certified as a DVBE by the State of California Department of General Services (DGS); and,
- DGS DVBE requirements must be valid at the time of bid/proposal submittal through the time of award of the contract.
To participate as an OCLSB and/or DVBE please read and follow the process outlined in COUNTY OF ORANGE LOCAL SMALL BUSINESS (OCLSB) AND DISABLED VETERAN BUSINESS ENTERPRISE (DVBE) CERTIFICATION REQUIREMENTS in the VENDOR RESPONSES.
*NOTE: DVBE PREFERENCE IS NOT APPLICABLE TO PUBLIC WORKS OR A-E CONSTRUCTION PROJECTS.
- ALTERATION OF TERMS —
This Contract, including any Attachment(s) attached hereto and incorporated by reference, fully expresses all understandings of the parties and is the total agreement between the parties as to the subject matter of this Contract. No addition to, or alteration of, the terms of this Contract, whether written or verbal, are valid or binding unless made in the form of a written amendment to this Contract which is formally approved and executed by both parties.
- FUTURE RELEASES —
Unless otherwise specifically provided in this Contract, or the Scope of Work, if improved versions, e.g., patches, bug fixes, Updates or releases, of any solution are developed by the Contractor, and are made available to other licensees, they will be made available to the County at no additional cost only if such are made available to other licensees at no additional cost. If the Contractor offers new versions or Upgrades to the solution, they shall be made available to the County at the County’s option at a price no greater than the Contract price plus a price increase proportionate to the increase from the list price of the original version to that of the new version, if any. If the Software product has no list price, such price increase will be proportionate to the increase in average price from the original to the new version, if any, as estimated by the Contractor in good faith.
- CONTROLS MANAGEMENT —
The Controls Management domain focuses on the processes by which an organization plans, defines, analyzes, and assesses the controls that are implemented internally. This process helps the organization ensure the controls management objectives are satisfied.
This domain focuses on the resilience controls that allow an organization to operate during a time of stress. These resilience controls are implemented in the organization at all levels and require various levels of management and staff to plan, define, analyze, and assess.
- GOALS AND OBJECTIVES
- Control objectives are established.
- Controls are implemented.
- Control designs are analyzed to ensure they satisfy control objectives.
- Internal control system is assessed to ensure control objectives are met.
- CONTROL MANAGEMENT POLICY STATEMENTS
- Physical and Environmental Security
- Procedures and facility hardening measures shall be adopted to prevent attempts at and detection of unauthorized access or damage to facilities that contain County information systems and/or processing facilities.
- Restricted areas within facilities that house sensitive or critical County information systems shall, at a minimum, utilize physical access controls designed to permit access by authorized personnel only.
- Physical protection measures against damage from external and environmental threats shall be implemented by all departments as appropriate.
- Access to any office, computer room, or work area that contains sensitive information shall be physically restricted from unauthorized access.
- Access points such as delivery and loading areas and other points where unauthorized persons may enter the premises shall be controlled and, if possible, isolated from information processing facilities to avoid unauthorized access. An example of this would be separating the two areas by a badge-only accessible door.
- Continuity of power shall be provided to maintain the availability of critical equipment and information systems.
- Power and telecommunications cabling carrying data or supporting information services shall be protected from interception or damage. Different, yet appropriate methods shall be utilized for internal and external cabling.
- Equipment shall be properly maintained to ensure its continued availability and integrity.
- All shared IT infrastructure by more than one department shall meet countywide security policy for facility standards, availability, access, data & network security.
- Network Segmentation
NOTE: This section is applicable to Departments that manage their own network devices. - Segment (e.g., VLANs) the network into multiple, separate zones (based on trust levels of the information stored/transmitted) to provide more granular control of system access and additional intranet boundary defenses. Whenever information flows over a network of lower trust level, the information shall be encrypted.
- Segment the network into multiple, separate zones based on the devices (servers, workstations, mobile devices, printers, etc.) connected to the network.
- Create separate network segments (e.g., VLANs) for BYOD (bring your own device) systems or other untrusted devices.
- The network infrastructure shall be managed across network connections that are separated from the business use of that network, relying on separate VLANs or, preferably, on entirely different physical connectivity for management sessions for network devices.
- Mobile Computing Devices
To ensure that Mobile Computing Devices (MCDs) do not introduce threats into systems that process or store County information, departments' and/or contractors' management shall: - Establish and manage a process for authorizing, issuing and tracking the use of MCDs.
- Permit only authorized MCDs to connect to County information assets or networks that store, process, transmit, or connects to County information and information assets.
- Implement applicable access control requirements in accordance with this guideline, such as the enforcement of a system or device lockout after 15 minutes of inactivity requiring re-entering of a password to unlock.
- Install an encryption algorithm that meets or exceeds industry recommended encryption standard for any MCD that will be used to store County information.
- Ensure that MCDs are configured to restrict the user from circumventing the authentication process.
- Provide security awareness training to County employees that informs MCD users regarding MCD restrictions.
- Label MCDs with County address and/or phone number so that the device can be returned to the County if recovered.
- The installation of any software, executable, or other file to any County computing device is prohibited if that software, executable, or other file downloaded by, is owned by, or was purchased by an employee or contractor with his or her own funds unless approved by the department.
- Personally Owned Devices
Personal computing devices include, but are not limited to, removable media such as thumb or USB drives, external hard drives, laptop or desktop computers, cellular phones, or personal digital assistants (PDA's) owned by or purchased by employees, contract personnel, or other non-County users. - The connection of any computing device not owned by the County to a County network (except the Public Wi-Fi provided for public use) or computing device is prohibited unless previously approved.
- The County authorizes the use of personal devices to access resources that do not traverse the County network directly. Such resources include County's SaaS applications. Access to some agency specific applications, e.g. applications that are subject to compliance regulations may require prior approval of the County CISO and the associated Department Head.
- The County will respect the privacy of a user’s voluntary use of a personally owned device to access County IT resources.
- The County will only request access to the personally owned device in order to implement security controls; to respond to litigation hold (aka: e-discovery) requests arising out of administrative, civil, or criminal directives, Public Record Act requests, and subpoenas; or as otherwise required or permitted by applicable state or federal laws. Such access will be performed by an authorized technician or designee using a legitimate software process.
- Logon Banners and Warning Notices
- At the time of network login, the user shall be presented with a login banner.
- All computer systems that contain or access County information shall display warning banners informing potential users of conditions of use consistent with state and federal laws.
- Warning banners shall remain on the screen until the user takes explicit actions to log on to the information system.
- The banner message shall be placed at the user authentication point for every computer system that contains or accesses County information. The banner message may be placed on an initial logon screen in situations where the logon provides access to multiple computer systems.
- At a minimum, banner messages shall provide appropriate privacy and security information and shall contain information informing potential users that:
- User is accessing a government information system for conditions of use consistent with state and federal information security and privacy protection laws.
- System usage may be monitored, recorded, and subject to audit.
- Unauthorized use of the system is prohibited and subject to criminal and civil penalties.
- Use of the system indicates consent to monitoring and recording.
- Authentication
- Authenticate user identities at initial connection to County resources.
- Authentication mechanisms shall be appropriate to the sensitivity of the information contained.
- Users shall not receive detailed feedback from the authenticating system on failed logon attempts.
- Passwords
- County approved password standards and/or guidelines shall be applied to access County systems. These standards extend to mobile devices and personally owned devices used for work.
- 2.Passwords are a primary means to control access to systems and shall therefore be selected, used, and managed to protect against unauthorized discovery or usage. Passwords shall satisfy the following complexity rule:
- Passwords will contain a minimum of one (1) upper case letter
- Passwords will contain a minimum of one (1) lower case letter
- Passwords will contain a minimum of one (1) number: 1- 0
- Passwords will contain a minimum of one (1) special character: !,@,#,$,%,^,&,*,(,)
- Password characters will not be sequential (Do not use: ABCD , This is ok: ACDB)
- Passwords characters will not be repeated in a row (Do not use: P@$$S. This is ok: P@$S$)
- COMPLEX PASSWORD EXAMPLE: P@$SWoRd13
- Passphrases example: The$kyIsBlue2day
- Passwords cannot contain the user's full name or network login.
- Passwords shall have a minimum length of twelve (12) characters.
- Passwords shall not be reused for twelve (12) iterations.
- Departments and/or contractors shall require users to change their passwords periodically (e.g., every 90 days at the maximum). Changing passwords more often than 90 days is encouraged.
- Network and application systems shall be configured to enforce automatic expiration of passwords at regular intervals (e.g., every 90 days at the maximum) when the technology is feasible or available.
- Newly created accounts shall be assigned a randomly generated password prior to account information being provided to the user.
- No user shall give his or her password to another person under any circumstances. Workforce members who suspect that their password has become known by another person shall change their password immediately and report their suspicion to management.
- Users who have lost or forgotten their passwords shall make any password reset requests themselves without using a proxy (e.g., another County employee) unless approved by management. Prior to processing password change requests, the requester shall be authenticated to the user account in question. (e.g., Verification with user’s supervisor or the use of passphrases can be used for this authentication process.) New passwords shall be provided directly and only to the user in question.
- When technologically feasible, a new or reset password shall be set to expire on its initial use at log on so that the user is required to change the provided password to one known only to them.
- All passwords are to be treated as sensitive information.
- User Accounts shall be locked after five consecutive invalid logon attempts within a 24-hour period. The lockout duration shall be at least 30 minutes or until a system administrator enables the user ID after investigation. These features shall be configured as indicated when the technology is feasible or available.
- All systems containing sensitive information shall not allow users to have multiple concurrent sessions on the same system when the technology is feasible or available.
- Inactivity Timeout and Restricted Connection Times
- Automatic lockouts for system devices, including workstations and mobile computing devices, after no more than 15 minutes of inactivity.
- Automated screen lockouts shall be used wherever possible using a set time increment (e.g., 15 minutes of non-activity). In situations where it is not possible to automate a lockout, operational procedures shall be implemented to instruct users to lock the terminal or equipment so that unauthorized individuals cannot make use of the system. Once logged on, workforce members shall not leave their computer unattended or available for someone else to use.
- When deemed necessary, user logins and data communications may be restricted by time and date configurations that limit when connections shall be accepted.
- Account Monitoring
- Access to a County network and its resources shall be strictly controlled, managed, and reviewed to ensure only authorized users gain access based on the privileges granted. (e.g., Kiosks provide physical and public access to County networks. These shall be secured to ensure County resources are not accessed by unauthorized users.)
- The control mechanisms for all types of access to County IT resources by contractors, customers or vendors are to be documented.
- Monitor account usage to determine dormant accounts that have not been used for a given period, such as 45 days, notifying the user or user’s manager of the dormancy.
- After a longer period, such as 60 days, the account shall be disabled by the system when the technology is feasible or available.
- On a periodic basis, such as quarterly or at least annually, departments shall require that managers match active employees and contractors with each account belonging to their managed staff. Security or system administrators shall then determine whether to disable accounts that are not assigned to active employees or contractors.
- Administrative Privileges
- Systems Administrators shall use separate administrative accounts, which are different from their end user account (required to have an individual end user account), to conduct system administration tasks.
- Administrative accounts shall only be granted to individuals who have a job requirement to conduct systems administration tasks.
- Administrative accounts shall be requested in writing and must be approved by the Department Head or designated representative using the Security Review and Approval Process.
- Systems Administrator accounts that access County enterprise-wide systems or have enterprise-wide impact shall be approved by the CISO using the Security Review and Approval Process.
- Systems Administrators shall use separate administrative accounts to manage Mobile Device Management (MDM) platforms but may use the local user’s credentials when configuring a mobile phone or tablet device.
- All passwords for privileged system-level accounts (e.g., root, enable, OS admin, application administration accounts, etc.) shall comply with Controls Management B.7.
- Remote Access
- Departments and/or contractors shall take appropriate steps, including the implementation of appropriate encryption, user authentication, and virus protection measures, to mitigate security risks associated with allowing users to use remote access or mobile computing methods to access County information systems.
- Remote access privileges shall be granted to County workforce members only for legitimate business needs and with the specific approval of department management.
- All remote access implementations that utilize the County’s trusted network environment and that have not been previously deployed within the County shall be submitted to and reviewed by the County. A memorandum of understanding (MOU) shall be utilized for this submittal and review process. This is required for any Suppliers utilizing remote access to conduct maintenance.
- Remote sessions shall be terminated after 15 minutes of inactivity requiring the user to authenticate again to access County resources.
- All remote access infrastructures shall include the capability to monitor and record a detailed audit trail of each remote access attempt.
- All users of County networks and computer systems are prohibited from connecting and/or activating unauthorized dial-up or broadband modems on workstations, laptops, or other computing devices that are simultaneously connected to any County network.
- Periodic assessments shall be performed to identify unauthorized remote connections. Results shall be used to address any vulnerabilities and prioritized according to criticality.
- Users granted remote access to County IT infrastructure shall follow all additional policies, guidelines and standards related to authentication and authorization as if they were connected locally. For example, this applies when mapping to shared network drives.
- Users attempting to use external remote access shall utilize a County-approved multi-factor authentication process.
- All remote access implementations that involve non-County infrastructures shall be reviewed and approved by both the department and the County. This approval shall be received prior to the start of such implementation.
- Remote access privileges to County IT resources shall not be given to contractors and customers unless department management determines that these individuals or organizations have a legitimate business need for such access. If such access is granted, it shall be limited to those privileges and conditions required for the performance of the specified work.
- Wireless Access
- Departments and/or contractors shall take appropriate steps, including the implementation of appropriate encryption, user authentication, device authentication and malware protection measures, to mitigate risks to the security of County data and information systems associated with the use of wireless network access technologies.
- Only wireless systems that have been evaluated for security by both department management and the County shall be approved for connectivity to County networks.
- County data that is transmitted over any wireless network shall be protected in accordance with the sensitivity of the information.
- All access to County networks or resources via unapproved wireless communication technologies is prohibited. This includes wireless systems that may be brought into County facilities by visitors or guests. Employees, contractors, vendors and customers are prohibited from connecting and/or activating wireless connections on any computing device that are simultaneously connected to any County network, either locally or remotely.
- Each department and/or contractor shall make a regular, routine effort to ensure that unauthorized wireless networks, access points, and/or modems are not installed or configured within its IT environments. Any unauthorized connections described above shall be disabled immediately.
- System and Network Operations Management
- Operating procedures and responsibilities for all County information processing facilities shall be formally authorized, documented, and updated.
- Departments and/or contractors shall establish controls to ensure the security of the information systems networks that they operate.
- Operational system documentation for County information systems shall be protected from unauthorized access.
- System utilities shall be available to only those users who have a business case for accessing the specific utility.
- System Monitoring and Logging
- Systems operational staff shall maintain appropriate log(s) of activities, exceptions and information security events involving County information systems and services.
- Each department and/or contractor shall maintain a log of all faults involving County information systems and services.
- Logs shall be protected from unauthorized access or modifications wherever they reside.
- The clocks of all relevant information processing systems and attributable logs shall be synchronized with an agreed upon accurate time source such as an established Network Time Protocol (NTP) service.
- Auditing and logging of user activity shall be implemented on all critical County systems that support user access capabilities.
- Periodic log reviews of user access and privileges shall be performed in order to monitor access of sensitive information.
- Malware Defenses
- Departments shall implement endpoint security on computing devices connected to the County network. Endpoint security may include one or more of the following software: anti-virus, anti spyware, personal firewall, host-based intrusion detection (IDS), network-based intrusion detection (IDS), intrusion prevention systems (IPS), and whitelisting and blacklisting of applications, web sites, and IP addresses.
- Special features designed to filter out malicious software contained in either email messages or email attachments shall be implemented on all County email systems.
- Where feasible, any computing device, including laptops and desktop PCs, that has been connected to a non-County infrastructure (including employee home networks) and subsequently used to connect to the County network shall be verified that it is free from viruses and other forms of malicious software prior to attaining connectivity to the County network.
- Data Loss Prevention
- Departments and/or contractor shall implement host-based Data Loss Prevention (DLP) to reduce the risk of data breach related to sensitive information.
- Departments and/or contractors shall deploy encryption software on mobile devices containing sensitive.
- Data Transfer
- Agreements shall be implemented for the exchange of information between the County and other entities. As well as between departments.
- County information accessed via electronic commerce shall have security controls implemented based on the assessed risk.
- Encryption
- The decision to use cryptographic controls and/or data encryption in an application shall be based on the level of risk of unauthorized access and the sensitivity of the data that is to be protected.
- The decision to use cryptographic controls and/or data encryption on a hard drive shall be based on the level of risk of unauthorized access and the sensitivity of the data that is to be protected.
- Where appropriate, encryption shall be used to protect confidential application data that is transmitted over open, untrusted networks, such as the Internet.
- When cryptographic controls are used, procedures addressing the following areas shall be established by each department:
- Determination of the level of cryptographic controls
- Key management/distribution steps and responsibilities
- Encryption keys shall be exchanged only using secure methods of communication.
- System Acquisition and Development
- Departments and/or contractors shall identify all business applications that are used by their users in support of primary business functions. This includes all applications owned and/or managed by the department as well as other business applications that are used by the department but owned and/or managed by other County organizations. All business applications used by a department shall be documented in the department’s IT security plan as well as their Business Impact Analysis (BIA) for critical rating (RTO) and continuity purposes.
- An application owner shall be designated for each internal department business application.
- All access controls associated with business applications shall be commensurate with the highest level of data used within the application. These same access controls shall also adhere to the policy provided in Section 1.2.5: Access Controls.
- Security requirements shall be incorporated into the evaluation process for all commercial software products that are intended to be used as the basis for a business application. The security requirements in question shall be based on requirements and standards specified in this guideline.
- In situations where data needs to be isolated because there would be a conflict of interest, data security shall be designed and implemented to ensure that isolation.
- Business Requirements
- The business requirements definition phase of system development shall contain a review to ensure that the system shall adhere to County information security standards.
- System Files
- Operating system files, application software and data shall be secured from unauthorized use or access.
- Clear-text data that results from testing shall be handled, stored, and disposed of in the same manner and using the same procedures as are used for production data.
- System tests shall be performed on data that is constructed specifically for that purpose.
- System testing shall not be performed on operational data unless the necessary safeguards are in place.
- A combination of technical, procedural and physical safeguards shall be used to protect application source code from unintentional or unauthorized modification or destruction. All County proprietary information, including source code, needs to be protected through appropriate role-based access controls. An example of this is a change control tool that records all changes to source code including new development, updates, and deletions, along with check-in and check-out information.
- System Development & Maintenance
- The development of software for use on County information systems shall have documented change control procedures in place to ensure proper versioning and implementation.
- When preparing to upgrade any County information systems, including an operating system, on a production computing resource; the process of testing and approving the upgrade shall be completed in advance in order to minimize potential security risks and disruptions to the production environment.
- Any outside suppliers used for maintenance that are visitors to the facility are to be escorted and monitored while performing maintenance to critical systems. This does not apply to contractors that are assigned to work at the facility.
- Systems shall be hardened, and logs monitored to ensure the avoidance of the introduction and exploitation of malicious code.
- All County workforce members, including contractors, shall not create, execute, forward, or introduce computer code designed to self-replicate, damage, or impede the performance of a computer’s memory, storage, operating system, or application software.
- In conjunction with other access control policies, any opportunity for information leakage shall be prevented through good system design practices.
- Departments and/or contractors are responsible for managing outsourced software development related to department-owned IT systems.
- System Requirements
- Any system that processes or stores County Information shall:
- Baseline configuration shall incorporate Principle of Least Privilege and Functionality.
- Systems shall be deployed where feasible to utilize existing County authentication methods.
- Session inactivity timeouts shall be implemented for all access into and from County networks.
- All applications are to have access controls unless specifically designated as a public access resource.
- Meet the password requirements defined in Section 2.2.7: Passwords.
- Strictly control access enabling only privileged users or supervisors to override system controls or the capability of bypassing data validation or editing problems.
- Monitor special privilege access, e.g. administration accounts.
- Restrict authority to change master files to persons independent of the data processing function.
- Have access control mechanisms to prevent unauthorized access or changes to data, especially, the server file systems that are connected to the Internet, even behind a firewall.
- Be capable of routinely monitoring the access to automated systems containing County Information.
- Log all modifications to the system files.
- Limit access to system utility programs to necessary individuals with specific designation.
- Delete or disable all default accounts.
- Restrict access to server file-system controls to ensure that all changes such as direct write, write access to system areas and software or service changes shall be applied only through the appropriate change control process.
- Restrict access to server-file-system controls that allow access to other users’ files.
- Ensure that servers containing user credentials shall be physically protected, hardened and monitored to prevent inappropriate use.
- Procurement Controls
- Breach notification requirements clause to be included in new or renewal contracts for systems containing sensitive information.
- Contractor shall report to the County within 24 hours as defined in this contract when Contractor becomes aware of any suspected data breach of contractor’s or subcontractor’s systems involving County’s data.
- Departments shall review all procurements and renewals for software and equipment (hosted/managed by the vendor) that transmits, stores, or processes sensitive information to ensure that contractors are aware of and are in compliance with County’s cybersecurity policies, if applicable. Departments shall obtain documentation supporting the business partners, contractors, or consultants' compliance with County’s cybersecurity policies such as:
- SOC 1 Type 2
- SOC 2 Type 2
- Security Certifications (ISO, PCI, etc.)
- FedRAMP certification
- Penetration Test Results
- IT Services Provided to Public
- Public access to County electronic information resources shall provide desired services in accordance with safeguards designed to protect County resources. All County electronic information resources are to be reviewed at least quarterly.
- Removable Media
- When no longer required, the contents of removable media shall be permanently destroyed or rendered unrecoverable in accordance with applicable department, County, state, or federal record disposal and/or retention requirement.
- CONTRACTOR'S PERSONNEL REQUIREMENTS: —
Contractor’s employees assigned to provide services under this Contract must obtain Background Clearance through the Probation Department’s background investigation process and meet all requirements as set forth below:
- All Contractor’s employees assigned to perform the work under this Contract shall be subject to in accordance with Article X - Contractor Background Clearance. Background Clearance must be updated and renewed for every employee every five (5) years until Contract expires or employee separates from company.
- No employee shall be assigned to perform the work under this Contract that has not received prior Background Clearance from the Probation Department.
- Contractor is responsible for ensuring that anytime an employee is assigned to perform work pursuant to this Contract that a Background Clearance request is submitted and approved in accordance with Article X - Contractor Background Clearance prior to that employee requiring access to such premises for providing services under this Contract.
- Contractor shall be responsible for submitting updated Background Clearance requests in order to renew the clearances. An updated request shall be submitted at least thirty (30) County working days prior to the expiration of an existing clearance; a Background Clearance is valid for five (5) years from the date of issuance or until the Contract expires or the employee separates from company. If Contractor fails to provide a timely updated Background Clearance request for an employee, resulting in a lapse of that security clearance, Contractor shall remove and replace such employee at the County property. Repeated failure of Contractor to provide timely updated Background Clearance requests may result in County exercising its rights pursuant to Article X - Breach of Contract.
- Contractor employee Background Clearance information shall be thoroughly and accurately completed. Omissions or false statements, regardless of the nature or magnitude, may be grounds for denying clearance.
- Contractor’s employees assigned to perform Services under this Contract will be required to complete the following forms as part of the Probation Background Clearance process: FBI Criminal Justice Information Services Security Addendum (CJIS), Employee/Volunteer Statement Form, Confidentiality of Criminal Offender Record Information (CORI), Employee Acknowledgement of Employer Form, Prison Rape Elimination Act (PREA), California Law Enforcement Telecommunications Systems (CLETS) and Federal Bureau of Investigation Criminal Justice Information Services Security Addendum Certification. These forms are Department requirements and federal mandates and are not optional. Required forms will be sent to the Contractor’s employee prior to the Background Clearance appointment. An email notification from Probation’s Background Unit will be sent annually for cleared employees to the respective Contractor with detailed instructions on how to complete the required forms. Any cleared employee who does not complete this process shall have their Background Clearance revoked and shall be denied access to all Probation Department facilities and/or area offices.
- Contractor shall sign the Prison Rape Elimination Act (PREA) Form (attached hereto as Attachment X and the California Law Enforcement Telecommunications System (CLETS) Private Contractor Management Control Agreement (attached hereto as Attachment X in order to provide Contractor access to such information as may be needed to perform services under this Contract, provided it is understood Contractor will not have access to the CLETS system itself. Based on the level of CLETS access granted, Contractor may be required to complete CLETS National Crime Information Center (NCIC) training.
- Optional Procurement and Pre-Bid Demographic Survey —
John Wayne Airport (JWA) is requesting information on the racial and ethnic ownership of businesses seeking contractual or business opportunities with the Airport. Please provide this information in the following online form: https://forms.office.com/g/JDEyLfcptc
Only one survey response should be submitted per business for each opportunity. Your assistance in providing this voluntary and anonymous information is greatly appreciated and supports JWA’s measurement of business diversity performance.
- Lobbying Certification —
A. Subrecipient shall execute and abide by the terms of the “Certification Regarding Lobbying Certification for Contracts, Grants, Loans, and Cooperative Agreements,” which is attached hereto and 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).
- DEFINITIONS —
- “Administrative Safeguards” are administrative actions, and policies and procedures, to manage the selection, development, implementation, and maintenance of security measures to protect electronic PHI and to manage the conduct of Contractor’s workforce in relation to the protection of that information.
- “Breach” means the acquisition, access, use, or disclosure of PHI in a manner not permitted under the HIPAA Privacy Rule which compromises the security or privacy of the PHI.
- Breach excludes:
- Any unintentional acquisition, access, or use of PHI by a workforce member or person acting under the authority of Contractor or County, if such acquisition, access, or use was made in good faith and within the scope of authority and does not result in further use or disclosure in a manner not permitted under the Privacy Rule.
- Any inadvertent disclosure by a person who is authorized to access PHI at Contractor to another person authorized to access PHI at the Contractor, or organized health care arrangement in which County participates, and the information received as a result of such disclosure is not further used or disclosed in a manner not permitted under the HIPAA Privacy Rule.
- A disclosure of PHI where Contractor or County has a good faith belief that an unauthorized person to whom the disclosure was made would not reasonably have been able to retain such information.
- Except as provided in paragraph (a) of this definition, an acquisition, access, use, or disclosure of PHI in a manner not permitted under the HIPAA Privacy Rule is presumed to be a breach unless Contractor demonstrates that there is a low probability that the PHI has been compromised based on a risk assessment of at least the following factors:
- The nature and extent of the PHI involved, including the types of identifiers and the likelihood of re-identification;
- The unauthorized person who used the PHI or to whom the disclosure was made;
- Whether the PHI was actually acquired or viewed; and
- The extent to which the risk to the PHI has been mitigated.
- “Data Aggregation” shall have the meaning given to such term under the HIPAA Privacy Rule in 45 CFR § 164.501.
- “Designated Record Set” shall have the meaning given to such term under the HIPAA Privacy Rule in 45 CFR § 164.501.
- “Disclosure” shall have the meaning given to such term under the HIPAA regulations in 45 CFR § 160.103.
- “Health Care Operations” shall have the meaning given to such term under the HIPAA Privacy Rule in 45 CFR § 164.501.
- “Individual” shall have the meaning given to such term under the HIPAA Privacy Rule in 45 CFR § 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR § 164.502(g).
- “Physical Safeguards” are physical measures, policies, and procedures to protect Contractor’s electronic information systems and related buildings and equipment, from natural and environmental hazards, and unauthorized intrusion.
- “The HIPAA Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E.
- “Protected Health Information” or “PHI” shall have the meaning given to such term under the HIPAA regulations in 45 CFR § 160.103.
- “Required by Law” shall have the meaning given to such term under the HIPAA Privacy Rule in 45 CFR § 164.103.
- “Secretary” shall mean the Secretary of the Department of Health and Human Services or his or her designee.
- “Security Incident” means attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. “Security incident” does not include trivial incidents that occur on a daily basis, such as scans, “pings”, or unsuccessful attempts to penetrate computer networks or servers maintained by Contractor.
- “The HIPAA Security Rule” shall mean the Security Standards for the Protection of electronic PHI at 45 CFR Part 160, Part 162, and Part 164, Subparts A and C.
- “Subcontractor” shall have the meaning given to such term under the HIPAA regulations in 45 CFR § 160.103.
- “Technical safeguards” means the technology and the policy and procedures for its use that protect electronic PHI and control access to it.
- “Unsecured PHI” or “PHI that is unsecured” means PHI that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary of Health and Human Services in the guidance issued on the HHS Web site - https://www.hhs.gov/hipaa/for-professionals/breach-notification/guidance/index.html
- “Use” shall have the meaning given to such term under the HIPAA regulations in 45 CFR §160.103.
- Debarment —
Contractor shall execute and abide by the Debarment & Suspension Certification, attached hereto as Exhibit 2 and incorporated herein by this reference, and by so doing declares that it is not debarred or suspended or otherwise excluded from or ineligible for participation in Federal/State assistance programs in accordance with 2 C.F.R. et seq. including 2 C.F.R. 200.213, 2 C.F.R. 2998.
- FEDERAL GRANT FUNDS - ORANGE COUNTY SHERIFF'S DEPARTMENT —
The following shall apply to purchases made through the expenditure of Federal Grant Funds by the Orange County Sheriff’s Department.
- Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended— If this Agreement is in excess of $150,000, Contractor shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations shall be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
- Energy Policy and Conservation Act Provision: Contractor shall follow mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).
- Certifications: Federal Grant Funds: Contractor is informed and understands that this Contract is being partially funded by Federal Grant Funds. Contractor agrees to the following in relation to executing this Contract.
- Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by the grant agency and/or their duly authorized representatives for a period of three (3) years from the termination of this Contract.
- Contractor will comply, with all requirements of the Copeland “Anti-Kickback” Act (18 U.S.C. 874) as supplemented in Department of Labor Regulations (29 CFR Part 3), as applicable.
- Contractor will comply, with all requirements of Sections 103 and 107 of the Contractor Work and Safety Standards Act (40 U.S.C 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.”
- Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, if this Agreement meets the definition of “federally assisted construction contract” in 41 CFR Part 60-1.4, the Contractor shall agree as follows:
- Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. 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. 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.
- 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.
- 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.
- 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.
- Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."
- 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.
- In the event of 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 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.
- 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:
- Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.
- Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) that Contractor shall comply with as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, Contractor is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, Contractor is required to pay wages not less than once a week. The Contractor shall also comply with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.
- Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
- Rights to Inventions Made Under a Contract or Agreement. If this Agreement involves a Federal award meeting the definition of “funding agreement” under 37 CFR §401.2 (a) and the Contractor 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 Contractor 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.
- Federal Grant recipients, subrecipients, contractors and subcontractors shall comply with 2 C.F.R. §200.323, Procurement of recovered materials.
- Contracts for more than the federal Simplified Acquisition Threshold (SAT), which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.
- All contracts in excess of the federal Micro-Purchase Threshold (MPT) must address termination for cause and for convenience by the non-federal entity including the manner by which it will be affected and the basis for settlement.
- Federal Grant recipients, subrecipients, contractors and subcontractors shall comply with the provision at Federal Acquisition Regulation (FAR) to implement the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (FY 2019 NDAA) (Pub. L. No. 115-232 [2018]) Section 889 (b)(1) – Prohibition on Contracting with Entities Using Certain Telecommunications and Video Surveillance Services or Equipment.
- Contractor shall comply with applicable provisions of Appendix II to Part 200 – Contract Provisions for Non-Federal Entity Contracts Under Federal Awards of the Code of Federal Regulations, see https://www.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200/appendix-Appendix II to Part 200.
- FEDERAL GRANT FUNDS —
The following shall apply to purchases made through the expenditure of Federal Grant Funds by the [Department Name].
- Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended— If this Agreement is in excess of $150,000, Contractor shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations shall be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
- Energy Policy and Conservation Act Provision: Contractor shall follow mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).
- Certifications: Federal Grant Funds: Contractor is informed and understands that this Contract is being partially funded by Federal Grant Funds. Contractor agrees to the following in relation to executing this Contract.
- Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by the grant agency and/or their duly authorized representatives for a period of three (3) years from the termination of this Contract.
- Contractor will comply, with all requirements of the Copeland “Anti-Kickback” Act (18 U.S.C. 874) as supplemented in Department of Labor Regulations (29 CFR Part 3), as applicable.
- Contractor will comply, with all requirements of Sections 103 and 107 of the Contractor Work and Safety Standards Act (40 U.S.C 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.”
- Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, if this Agreement meets the definition of “federally assisted construction contract” in 41 CFR Part 60-1.4, the Contractor shall agree as follows:
- Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. 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. 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.
- 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.
- 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.
- 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.
- Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."
- 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.
- In the event of 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 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.
- 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:
- Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.
- Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) that Contractor shall comply with as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, Contractor is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, Contractor is required to pay wages not less than once a week. The Contractor shall also comply with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.
- Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
- Rights to Inventions Made Under a Contract or Agreement. If this Agreement involves a Federal award meeting the definition of “funding agreement” under 37 CFR §401.2 (a) and the Contractor 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 Contractor 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.
- Federal Grant recipients, subrecipients, contractors and subcontractors shall comply with 2 C.F.R. §200.323, Procurement of recovered materials.
- Contracts for more than the federal Simplified Acquisition Threshold (SAT), which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.
- All contracts in excess of the federal Micro-Purchase Threshold (MPT) must address termination for cause and for convenience by the non-federal entity including the manner by which it will be affected and the basis for settlement.
- Federal Grant recipients, subrecipients, contractors and subcontractors shall comply with the provision at Federal Acquisition Regulation (FAR) to implement the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (FY 2019 NDAA) (Pub. L. No. 115-232 [2018]) Section 889 (b)(1) – Prohibition on Contracting with Entities Using Certain Telecommunications and Video Surveillance Services or Equipment.
- Contractor shall comply with applicable provisions of Appendix II to Part 200 – Contract Provisions for Non-Federal Entity Contracts Under Federal Awards of the Code of Federal Regulations, (https://www.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200/appendix-Appendix%20II%20to%20Part%20200).
- The County Reserves the right to: —
- Request a sample for determining equality with the specified brand.
- Make use of any information or ideas in the Proposals submitted.
- Request revisions and hold discussions with any Respondent as necessary to serve the best interests of the County.
- Seek publicly available information about the Respondents.
- Conduct, or not to conduct, oral interviews and/or presentations with any Respondent(s) and additional Respondents.
- Waive, at its discretion, any procedural, non-material defects, irregularity, or informality, which County deems correctable or otherwise not warranting rejection of the bid that do not result in any unfair competitive advantage. Any waiver will not excuse a proponent from full compliance.
- Verify and validate any information submitted by Respondents.
- Withdraw or cancel in part or in its entirety this solicitation at any time without prior notice.
- Determine how the information received through this RFI in future planning, market research, or procurement activities. Reject any Proposal if it is conditional, incomplete or deviates significantly from the services requested in this solicitation; and/or
- Take no further action following the issuance of this RFI.
The County is issuing this RFI solely for informational and planning purposes. Responses submitted shall not be considered offers and will not result in a contract award. The County may use information obtained through this RFI to develop a future competitive solicitation; however, the County makes no representation that any solicitation or contract award will result from this RFI.
- Work Hour Penalty —
Eight (8) hours of labor constitute a legal day's work, and forty hours constitute a legal week's work. Pursuant to Section 1813 of the Labor Code of the State of California, the Contractor shall forfeit to the County Twenty Five Dollars ($25) for each worker employed in the execution of this Contract by the Contractor or by any subconsultant for each calendar day during which such worker is required or permitted to work more than the legal day's or week's work, except that work performed by employees of said Contractor and subcontractors in excess of the legal limit shall be permitted without the foregoing penalty upon the payment of compensation to the workers for all hours worked in excess of eight (8) hours per day of not less than 1-1/2 times the basic rate of pay
- Contractor's Information Security Program: —
The Contractor shall implement and maintain a written information security program that contains reasonable and appropriate security measures designed to safeguard the confidentiality, integrity, availability, and resiliency of County data and/or system(s). The Contractor shall review and update its information security program in accordance with contractual, legal, and regulatory requirements. Contractor shall provide to County a copy of the organization’s information security program and/or policies.
- SOFTWARE MAINTENANCE —
The correction of any residual errors in any software products which may be discovered by the Contractor or by the County will be considered maintenance. Such maintenance will be performed by the contractor without additional charge for the duration of this Contract. The contractor will be available to assist the County in isolating and correcting error conditions caused by the County’s particular hardware or operating system at rates specified in this contract. If the contractor is called upon by the state to correct an error caused by the County’s negligence, modification by the County, County-supplied data, or machine or operator failure or due to any other cause not inherent in the original software products, the contractor reserves the right to charge the County for such service on a time and material basis at rates in accordance with the contract.
- OCLSB/DVBE Certification Requirements: —
County Of Orange Local Small Business (OCLSB) Preference And Disabled Veteran Business Enterprise (DVBE) Certification Requirements
- To participate as an OCLSB and/or DVBE the following requirements must be met:
- Must be certified with State of California the Department of General Services (DGS) as a Small Business. - https://caleprocure.ca.gov/pages/sbdvbe-index.aspx
- Must be certified with DGS as a DVBE. - https://caleprocure.ca.gov/pages/sbdvbe-index.aspx
- Maintains their principal center of operations (i.e. headquarters) within Orange County.
- Certification must be valid at the date/time solicitation is closed, and it shall remain in effect at the time of contract award. County reserves the right to verify and/or reject incomplete documents.
- Complete and sign the Affirmation form attached herein. The signed Affirmation form and the OCLSB Certification are required and must be returned with the solicitation response.
- OCLSB or DVBE Preference provides for the following:
- Invitation for Bid – IFB
A five percent (5%) deduction in the original bid price shall be applied to all confirmed OCLSB or DVBE bidders for evaluation purposes. If the lowest bidder is a certified OCLSB or DVBE bidder, the contract will be awarded at the certified OCLSB or DVBE’s original bid price. The maximum allowable preference deduction is $100,000. - Request for Proposal - RFP
- No Cost - Any Request for Proposals that does not include cost as a scoring criteria shall instead apply the five percent (5%) or eight percent (8%) preference percentage pursuant to the eligibility requirements above to a scoring criteria in the RFP that makes up no more than twenty percent (20%) of the total RFP.
- With Cost - An additional five percent (5%) shall be applied to the total cost of each certified OCLSB or DVBE to obtain their final score. If the final score of any OCLSB or DVBE matches the final score of a respondent who is not an OCLSB or DVBE, preference shall be given to the certified OCLSB or DVBE. If two or more OCLSBs and/or DVBEs have the same final score, the County shall determine the contract award based on the County’s best interests. Notwithstanding these preference procedures, the Orange County Board of Supervisors reserves the right to award contracts in any other permissible manner in consideration of the County’s best interests.
- Dual OCLSB and DVBE Preference provides for the following:
- Business Certified as OCLSB and DVBE
If a State-certified OCLSB is also a State-certified DVBE, the preference given to that business shall be 8% instead of 5%.
- Subcontractors
If bidder is submitting subcontractors to qualify for the OCLSB or DVBE preference, bidder must demonstrate through the Staffing Plan that 20% of the total bid amount is allocated to the OCLSB and/or DVBE subcontractor(s).
*NOTE: DVBE PREFERENCE IS NOT APPLICABLE TO PUBLIC WORKS OR A-E CONSTRUCTION PROJECTS.
- CONFIGURATION & CHANGE MANAGEMENT —
Configuration and Change Management (“CCM”) is the process of maintaining the integrity of hardware, software, firmware, and documentation related to the configuration and change management process. CCM is a continuous process of controlling and approving changes to information or technology assets or related infrastructure that support the critical services of an organization. This process includes the addition of new assets, changes to assets, and the elimination of assets.
Cybersecurity is an integral component to information systems from the onset of the project or acquisition through implementation of:
- Application and system security
- Configuration management
- Change control procedures
- Encryption and key management
- Software maintenance, including but not limited to, upgrades, antivirus, patching and malware detection response systems
As the complexity of information systems increases, the complexity of the processes used to create these systems also increases, as does the probability of accidental errors in configuration. The impact of these errors puts data and systems that may be critical to business operations at significant risk of failure that could cause the organization to lose business, suffer damage to its reputation, or close completely. Having a CCM process to protect against these risks is vital to the overall security posture of the organization.
- GOALS AND OBJECTIVES
- The lifecycle of assets is managed.
- The integrity of technology and information assets is managed.
- Asset configuration baselines are established.
- CONFIGURATION & CHANGE MANAGEMENT POLICY STATEMENTS
- Changes to all information processing facilities, systems, software, or procedures shall be strictly controlled according to formal change management procedures.
- Changes impacting security appliances managed by OCIT (e.g., security architecture, security appliances, County firewall, Website listings, application listings, email gateway, administrative accounts) shall be reviewed by County in accordance with the County Security Review and Approval Process.
- Only authorized users shall make any changes to system and/or software configuration files.
- Only authorized users shall download and/or install operating system software, service-related software (such as web server software), or other software applications on County computer systems without prior written authorization from department IT management. This includes, but is not limited to, free software, computer games and peer-to-peer file sharing software.
- Each department and/or contractor shall develop a formal change control procedure that outlines the process to be used for identifying, classifying, approving, implementing, testing, and documenting changes to its IT resources.
- Each department and/or contractor shall conduct periodic audits designed to determine if unauthorized software has been installed on any of its computers.
- As appropriate, segregation of duties shall be implemented by all County departments to ensure that no single person has control of multiple critical systems and the potential for misusing that control.
- Production computing environments shall be separated from development and test computing environments to reduce the risk of one environment adversely affecting another.
- System capacity requirements shall be monitored, and usage projected to ensure the continual availability of adequate processing power, bandwidth, and storage.
- System acceptance criteria for all new information systems and system upgrades shall be defined, documented, and utilized to minimize risk of system failure.
- CONTRACTOR BACKGROUND CLEARANCE: —
At least thirty (30) days prior to the start of the Contract, or as soon as possible thereafter, Contractor shall email a list of current employees who will be assigned to perform services under this Contract to: Prob-ContractBackgrounds@prob.ocgov.com and carbon copy to Prob-Purchasing-Contracts@prob.ocgov.com, so that Probation can conduct background investigations of those assigned employees as required by this Contract. While Background Clearance may be denied for many reasons based on information obtained in a background investigation, an omission or false statement made by the employee, regardless of the nature or magnitude of the omission or false statement, may also be ground for denying Background Clearance.
Within thirty (30) days of separation of any approved employee who leaves Contractor’s employment, Contractor shall notify Probation of such separation, by email to: Prob-ContractBackgrounds@prob.ocgov.com and carbon copy to Prob-Purchasing-Contracts@prob.ocgov.com.
All Contractor and Contractor Employees assigned under this Contract are required to receive prior Background Clearance from Probation before providing any Services. A representative from Probation’s Background Unit will notify Contractor as to whether or not each employee has passed background. If Contractor or Contractor’s employee is denied Background Clearance, neither County nor Probation will provide a reason for the denial to Contractor or to the employee.
- Data Collecting and Reporting Requirements —
As a recipient of federal assistance, John Wayne Airport (JWA) is required to collect bidders list information about all Disadvantaged Business Enterprise (DBE)s and non-DBEs who bid as prime contractors and subcontractors on each of our federally-assisted contracts. To aid JWA in collecting this information, please complete this form (https://forms.cloud.microsoft/g/LKQ9y9vNu7).
- OBLIGATIONS AND ACTIVITIES OF CONTRACTOR AS BUSINESS ASSOCIATE ADDITIONS —
- If Contractor receives Social Security data from County provided to County by a state agency, upon request by County, Contractor shall provide County with a list of all employees, subcontractors and agents who have access to the Social Security data, including employees, agents, subcontractors and agents of its subcontractors.
- Contractor will notify County if Contractor is named as a defendant in a criminal proceeding for a violation of HIPAA. County may terminate the Contract, if Contractor is found guilty of a criminal violation in connection with HIPAA. County may terminate the Contract, if a finding or stipulation that Contractor has violated any standard or requirement of the privacy or security provisions of HIPAA, or other security or privacy laws are made in any administrative or civil proceeding in which Contractor is a party or has been joined. County will consider the nature and seriousness of the violation in deciding whether or not to terminate the Contract.
- Contractor shall make itself and any subcontractors, employees or agents assisting Contractor in the performance of its obligations under the Contract, available to County at no cost to County to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against County, its directors, officers or employees based upon claimed violation of HIPAA, the HIPAA regulations or other laws relating to security and privacy, which involves inactions or actions by Contractor, except where Contractor or its subcontractor, employee or agent is a named adverse party.
- The Parties acknowledge that federal and state laws relating to electronic data security and privacy are rapidly evolving and that amendment of this Business Associate Contract may be required to provide for procedures to ensure compliance with such developments. The Parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA, the HITECH Act, the HIPAA regulations and other applicable laws relating to the security or privacy of PHI. Upon County’s request, Contractor agrees to promptly enter into negotiations with County concerning an amendment to this Business Associate Contract embodying written assurances consistent with the standards and requirements of HIPAA, the HITECH Act, the HIPAA regulations or other
applicable laws. County may terminate the Contract upon thirty (30) days written notice in the event:- Contractor does not promptly enter into negotiations to amend this Business Associate Contract when requested by County pursuant to this Section; or
- Contractor does not enter into an amendment providing assurances regarding the safeguarding of PHI that County deems are necessary to satisfy the standards and requirements of HIPAA, the HITECH Act, and the HIPAA regulations.
- DEBARMENT AND SUSPENSION —
- Debarment and Suspension (Executive Orders 12549 and 12689). A contract award must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
- Wage Rate Penalty —
Contractor and any Subcontractor(s) shall comply with the provisions of Labor Code Section 1775. Contractor and any Subcontractor(s) shall be subject to a penalty in an amount up to $200, or a higher amount as provided by Section 1775, for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rates for any work done by Contractor or Subcontractor(s) under Contract.
- General Insurance Requirements —
Prior to the provision of services under this Contract, the Contractor agrees to carry all required insurance at Contractor’s expense, including all endorsements required herein. Contractor agrees to keep such insurance coverage current, provide Certificates of Insurance, and endorsements to the County during the entire term of this Contract.
The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer. Any failure on the part of the County to monitor or enforce compliance with any of the insurance requirements shall not be construed as a waiver of any required insurance provisions herein.
Evidence of Insurance
Insurance certificates and all endorsements shall be forwarded to the County agency/department. The name of the Insured Party on the Certificate of Insurance shall match the name of the Contractor identified in the Contract.
If the Contractorfails to provide the insurance certificates and endorsements within seven (7) days of notification by CEO/Procurement or the agency/department procurement division, award may be made to the next qualified supplier.
Failure to maintain and/or provide evidence of insurance acceptable to the County for the full term of this Contract shall constitute a material breach, upon which the County may terminate this Contract.
Cancellation and Changes in Insurance
Contractor shall provide thirty (30) days prior written notice to the County of any policy cancellation or non-renewal and ten (10) days prior written notice where cancellation is due to non-payment of premium and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation may constitute a material breach of the Contract, upon which the County may suspend or terminate this Contract.
Insurance requirements are subject to periodic review by County. County retains the right to require additional types of insurance coverage or higher limits throughout the term of this Contract. Any change will be deemed by County Risk Manager as appropriate to adequately protect County’s risk. County shall notify Contractor in writing of changes in the insurance requirements. If Contractor does not provide acceptable Certificates of Insurance and endorsements to County incorporating such changes within thirty (30) days of receipt of such notice, this Contract may be in breach without further notice to Contractor, and County shall be entitled to all legal remedies.
Subcontractor Insurance Requirements
All subcontractors performing work on behalf of Contractor pursuant to this Contract shall be included under Contractor’s insurance as an Additional Insured or shall maintain insurance subject to the same requirements as Contractor (unless specified below). Contractor shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Contractor under this Contract. Contractor shall provide the insurance requirements to every subcontractor and shall be responsible for verifying each subcontractor complies with the required insurance prior to allowing any subcontractor to begin work. Evidence of subcontractor’s insurance must be maintained by Contractor through the entirety of this Contract for inspection by County at any reasonable time.
Self Insured Retention (SIR)
All SIR’s shall be clearly stated on the Certificate of Insurance. Any SIR above Fifty Thousand Dollars $50,000 shall specifically be approved by the County’s Risk Manager, or designee. The County reserves the right to require current audited financial reports from Contractor as evidence it can support the SIR.
Qualified Insurer
The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com).
Waiver of subrogation
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.
Umbrella or Excess Insurance
If Contractor utilizes combination of umbrella or excess policies to satisfy the required insurance, these policies must “follow form” and afford no less coverage than the primary policy.
Insurance Coverages and Limits:
Contractor shall maintain throughout the contract the minimum limits and coverage as set forth below.
- FRAUD —
Subrecipient shall immediately report all suspected or known instances and facts concerning possible fraud, abuse or criminal activity 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 through: http://ocgov.com/gov/risk/programs/antifraud.
- Breach of Contract —
The failure of Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:
- Terminate Contract immediately, pursuant to the General Terms and Conditions section, "Termination" Article herein;
- Afford Contractor written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach;
- Discontinue payment to the Contactor for and during the period in which Contractor is in breach; and
- Offset against any monies billed by Contractor but yet unpaid by County those monies disallowed pursuant to the above.
- Fraud —
Subrecipient shall immediately report to the 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 through: http://ocgov.com/gov/risk/programs/antifraud.
Subrecipient shall maintain records, documents, or other evidence of fraud and abuse until otherwise notified by County.
- Civil Rights and Nondiscrimination —
- General Civil Rights Provisions: In all its activities within the scope of its airport program, the Contractor agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin, creed, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance.
This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.
The above provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract. - Nondiscrimination: In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to penalties pursuant to Section 1741 of the California Labor Code.
- Compliance with Nondiscrimination Requirements: During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”), agrees as follows:
- Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract.
- Non-Discrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, national origin, creed, sex, age, or disability in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21 including amendments thereto.
- Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the contractor’s obligations under this Contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.
- Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the Sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information.
- Sanctions for Noncompliance: In the event of a Contractor’s noncompliance with the nondiscrimination provisions of this contract, the Sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:
- Withholding payments to the Contractor under the contract until the Contractor complies; and/or
- Cancelling, terminating, or suspending a contract, in whole or in part.
- Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the Sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the Sponsor to enter into any litigation to protect the interests of the Sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.
Upon request by the County, Contractor will provide a copy of each subcontract to demonstrate the above language has been inserted.
- Title VI List of Pertinent Nondiscrimination Acts and Authorities: During the performance of this Contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”) agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to:
- Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin);
- 49 CFR part 21 (Nondiscrimination in Federally-Assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964) including amendments thereto;
- The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);
- Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27 (Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance);
- The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age);
- Airport and Airway Improvement Act of 1982 (49 USC § 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex);
- The Civil Rights Restoration Act of 1987 (PL 100-259) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);
- Titles II and III of the Americans with Disabilities Act of 1990 (42 USC § 12101, et seq), (prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;
- Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC § 1681, et seq).
- Contractor is required to insert the above Title VI List of Pertinent Nondiscrimination Acts and Authorities into every subcontract at any tier. Upon request by the County, Contractor will provide a copy of each subcontract to demonstrate that the above language has been inserted.
- Civil Rights Training: Upon request by the County, Contractor is required to disseminate and provide training materials and other information related to Title VI Civil Rights to its staff as specified by the County.
- TERMINATION PROVISIONS —
Administrator may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of Contractor, discontinuance of the services for reasons within Conctrator’s reasonable control, and repeated or continued violations of County ordinances unrelated to performance under this Contract that, in the reasonable opinion of County, indicate a willful or reckless disregard for County laws and regulations. Exercise by Administrator of the right to terminate this Contract shall relieve County of all further obligations under this Contract.
- 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.
- Anti-Lobbying —
- Contractor shall execute and abide by the terms of the “Certification Regarding Lobbying,” which is attached hereto as Exhibit 3 and incorporated herein by this reference. Contractor shall complete and immediately forward to the County’s Project Manager the “Disclosure Form to Report Lobbying,” a copy of which is attached hereto as Exhibit 4 and incorporated herein by this reference, if Contractor, or any person, firm or corporation acting on Contractor’s behalf, engaged or engages in lobbying any federal office, employee, elected official or agency with respect to this Contract or funds to be received by Contractor pursuant to this Contract.
- Contractor agrees that the funds provided herein shall not be used to promote, directly or indirectly, any political party, political candidate or political activity, except as permitted by law.
- Contractor shall be in compliance with the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352 and 29 CFR Part 93).
- OBLIGATIONS AND ACTIVITIES OF CONTRACTOR AS BUSINESS ASSOCIATE: —
- Contractor agrees not to use or further disclose PHI County discloses to Contractor other than as permitted or required by this Business Associate Agreement or as required by law.
- Contractor agrees to use appropriate safeguards, as provided for in this Business Associate Agreement and the Contract, to prevent use or disclosure of PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County other than as provided for by this Business Associate Agreement.
- Contractor agrees to comply with the HIPAA Security Rule at Subpart C of 45 CFR Part 164 with respect to electronic PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County.
- Contractor agrees to mitigate, to the extent practicable, any harmful effect that is known to Contractor of a Use or Disclosure of PHI by Contractor in violation of the requirements of this Business Associate Agreement.
- Contractor agrees to report to County immediately any Use or Disclosure of PHI not provided for by this Business Associate Agreement of which Contractor becomes aware. Contractor must report Breaches of Unsecured PHI in accordance with the section titled "BREACH DISCOVERY AND NOTIFICATION" below and as required by 45 CFR § 164.410.
- Contractor agrees to ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of Contractor agree to the same restrictions and conditions that apply through this Business Associate Agreement to Contractor with respect to such information.
- Contractor agrees to provide access, within fifteen (15) calendar days of receipt of a written request by County, to PHI in a Designated Record Set, to County or, as directed by County, to an Individual in order to meet the requirements under 45 CFR § 164.524.
- Contractor agrees to make any amendment(s) to PHI in a Designated Record Set that County directs or agrees to pursuant to 45 CFR § 164.526 at the request of County or an Individual, within thirty (30) calendar days of receipt of said request by County. Contractor agrees to notify County in writing no later than ten (10) calendar days after said amendment is completed.
- Contractor agrees to make internal practices, books, and records, including policies and procedures, relating to the use and disclosure of PHI received from, or created or received by Contractor on behalf of, County available to County and the Secretary in a time and manner as determined by County or as designated by the Secretary for purposes of the Secretary determining County’s compliance with the HIPAA Privacy Rule.
- Contractor agrees to document any Disclosures of PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County, and to make information related to such Disclosures available as would be required for County to respond to a request by an Individual for an accounting of Disclosures of PHI in accordance with 45 CFR § 164.528.
- Contractor agrees to provide County or an Individual, as directed by County, in a time and manner to be determined by County, that information collected in accordance with the Contract, in order to permit County to respond to a request by an Individual for an accounting of Disclosures of PHI in accordance with 45 CFR § 164.528.
- Contractor agrees that to the extent Contractor carries out County’s obligation under the HIPAA Privacy and/or Security rules Contractor will comply with the requirements of 45 CFR Part 164 that apply to County in the performance of such obligation.
- Contractor shall work with County upon notification by Contractor to County of a Breach to properly determine if any Breach exclusions exist as defined in the section titled "DEFINITIONS," Subparagraph titled "Breach excludes" above.
- Fraud —
Contractor shall immediately report all suspected or known instances and facts concerning possible fraud, abuse or criminal activity under this Contract. Contractor shall inform staff and the general public of how to report fraud, waste or abuse through appropriate postings of incident reporting notice. The County’s Anti-Fraud Program can be accessed through: http://ocgov.com/gov/risk/programs/antifraud.
Contractor shall maintain records, documents, or other evidence of fraud and abuse until otherwise notified by County.
- SECURITY RULE ADDITIONS —
- Contractor shall develop and maintain a written information privacy and security program that includes Administrative, Physical, and Technical Safeguards appropriate to the size and complexity of Contractor’s operations and the nature and scope of its activities.
- Contractor shall implement reasonable and appropriate policies and procedures to comply with the standards, implementation specifications and other requirements of 45 CFR Part 164, Subpart C, in compliance with 45 CFR § 164.316. Contractor will provide County with its current and updated policies upon request.
- Contractor shall ensure the continuous security of all computerized data systems containing electronic PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County. Contractor shall protect paper documents containing PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County. These steps shall include, at a minimum:
- Complying with all of the data system security precautions listed under the Section titled "Data Security Requirements," below;
- Achieving and maintaining compliance with the HIPAA Security Rule, as necessary in conducting operations on behalf of County;
- Providing a level and scope of security that is at least comparable to the level and scope of security established by the Office of Management and Budget in OMB Circular No. A-130, Appendix III - Security of Federal Automated Information Systems, which sets forth guidelines for automated information systems in Federal agencies;
- Contractor shall designate a Security Officer to oversee its data security program who shall be responsible for carrying out the requirements of this paragraph and for communicating on security matters with County.
- SECURITY RULE —
- Contractor shall comply with the requirements of 45 CFR § 164.306 and establish and maintain appropriate Administrative, Physical and Technical Safeguards in accordance with 45 CFR § 164.308, § 164.310, § 164.312, and § 164.316 with respect to electronic PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County. Contractor shall follow generally accepted system security principles and the requirements of the HIPAA Security Rule pertaining to the security of electronic PHI.
- Contractor shall ensure that any subcontractors that create, receive, maintain, or transmit electronic PHI on behalf of Contractor agree through a contract with Contractor to the same restrictions and requirements contained in this section of this Business Associate Agreement.
- Contractor shall report to County immediately any Security Incident of which it becomes aware. Contractor shall report Breaches of Unsecured PHI in accordance with the section titled "BREACH DISCOVERY AND NOTIFICATION" below and as required by 45 CFR § 164.410.
- 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.
- System Functional Requirements —
A. Referral Intake and Dispatch Management
The System shall include a centralized intake and dispatch module designed to manage all outreach referrals received to the Program. This component will serve as the primary mechanism for logging requests/referrals for street outreach response and coordinating field deployment.
The System must support an intake process of referrals from multiple sources including but not limited to:
- County agencies/departments and Board of Supervisor offices
- Municipal governments
- Law enforcement agencies
- community partners
- Healthcare providers
- General public
The System must allow staff to record detailed referral information including location, urgency level, presenting concerns, and any known safety considerations.
Once entered, referrals must be triaged according to configurable prioritization criteria and assigned to the appropriate outreach team based on geographic coverage areas, workload distribution, or specialized service capabilities.
The dispatch element must enable program staff to:
- Assign outreach teams to field responses
- Monitor response times and engagement outcomes
- Track referral status from intake through a successful solution
- Maintain communication logs related to referral follow-up
- Provide status updates to referring partners
The System must also support closed-loop referral tracking so that referring agencies can be notified when a request has been addressed and outreach contact has been attempted or completed.
B. Geographic Mapping and Field Operations Support
The System should include integrated Geographic Information System (GIS) functionality capable of supporting operational mapping and spatial analysis of outreach activities.
The mapping platform must allow authorized users to visualize outreach activity across Orange County and identify geographic patterns related to service demand, engagement activity, identified hot spots, and encampment(s) presence.
Required mapping functionality includes:
- Real-time tracking of referral locations
- Identification and tracking of homeless encampments
- Visualization of service “hot spots” and outreach activity clusters
- Mapping of outreach team coverage including service planning areas, cities, zones
- Integration of community resource locations such as shelters, clinics, and service providers
- Routing and navigation tools for outreach teams
- Geographic tagging of outreach engagements and service delivery
Mapping tools must also support the ability to overlay jurisdictional boundaries including cities, service planning areas, and supervisory districts to support reporting and operational planning.
C. Client Engagement and Case Activity Tracking
The System must support longitudinal tracking of outreach engagements and client interaction history. Outreach teams must be able to create and maintain client profiles that capture demographic information, engagement history, and service connections over time.
Client records must include configurable data fields that allow outreach teams to document interactions, track progress toward housing placement, and record barriers to service connection.
Features must include:
- Unique client identification numbers
- Demographic and engagement data collection fields
- Documentation of outreach contacts and engagement attempts
- Detailed case notes and narrative documentation
- Tracking of referrals offered and linkages completed
- Upload and storage of relevant documents
- Client engagement timelines
The System must support both mobile and desktop data entry to allow outreach teams to document interactions in real time while working in the field.
D. Shelter Bed Reservation and Placement Management
The System shall include a shelter coordination module or integration capability that allows outreach teams to identify and reserve available shelter beds in real time.
The shelter coordination functionality must provide:
- Visibility into available beds by shelter provider and location
- Reservation workflows for outreach referrals from various referral parties
- Tracking of bed assignments and placement outcomes
- Communication tools for coordination with shelter operators
- Real-time updates to bed availability
The System must also support reporting on shelter utilization trends, placement success rates, and referral outcomes.
E. Service and Referral Tracking
The System must allow outreach teams to record services provided during outreach engagements and track referrals to partner programs.
Service tracking functionality must include the ability to document basic needs assistance such as:
- Food distribution
- Clothing distribution
- Hygiene supplies
- Transportation assistance
- Other material support
Each service entry must capture the service type, quantity, staff member providing the service, location of service delivery, and the associated client record where applicable.
Referral tracking must clearly distinguish between:
- Referrals offered
- Referrals accepted
- Referrals completed (linkages)
The System must track referrals to multiple service categories including behavioral health services, substance use treatment, medical care, benefits enrollment, emergency shelter, and housing programs.
F. Encampment and Hotspot Monitoring
The System must allow outreach teams to document and monitor encampment locations countywide.
Encampment tracking functionality must include:
- Mapping of encampment locations
- Estimated population counts
- Documentation of outreach visits to encampments
- Historical tracking of encampment activity
- Ability to generate reports on encampment trends over time
- Ability to upload pictures/reports
The System must support the creation of heat maps that visualize areas of concentrated outreach activity or service demand.
G. Reporting, Data Analytics, and Performance Monitoring
The System must generate both operational and strategic reporting to support program management and leadership oversight. The System must provide configurable dashboards for supervisors, administrators, and executive leadership that allow real-time monitoring of outreach activity.
Required reporting capabilities include:
- Referral volume and response metrics
- Outreach contacts and engagement outcomes
- Services delivered, and referrals made
- Shelter placement statistics
- Housing placement outcomes
- Geographic trend analysis
- Encampment activity trends
The System must support automated report generation and allow users to export data in formats compatible with County reporting requirements.
H. Compliance and System Integration
The System must support integration with multiple existing systems used by the County and partner agencies. Required integrations include:
- Homeless Management Information System (HMIS)
- Compass OC
- CHORUS
- ESRI mapping systems
The System must support federal data collection standards established by the U.S. Department of Housing and Urban Development for street outreach programs.
The System must collect and report participant-level, service-level, outcome-level, and expenditure data sufficient to support County compliance with all BHSA Integrated Plan, performance measurement, transparency, accountability, and DHCS reporting requirements, including future reporting requirements.
- Information Access: —
- Contractor shall use appropriate safeguards and security measures to ensure the confidentiality and security of all County data. County may require all Contractor personnel, subcontractors, and affiliates approved by County to perform work under this Contract to execute a confidentiality and non-disclosure agreement concerning access protection and data security in the form provided by County. County shall authorize, and Contractor shall issue, any necessary information-access mechanisms, including access IDs and passwords, and in no event shall Contractor permit any such mechanisms to be shared or used by other than the individual Contractor personnel, subcontractor, or affiliate to whom issued. Contractor shall provide each Contractor personnel, subcontractors, or affiliates with only such level of access as is required for such individual to perform his or her assigned tasks and functions.
- Throughout the Contract term, upon request from County but at least once each calendar year, Contractor shall provide County with an accurate, up-to-date list of those Contractor personnel and/or subcontractor personnel having access to County systems and/or County data, and the respective security level or clearance assigned to each such Contractor personnel and/or subcontractor personnel. County reserves the right to require the removal and replacement of Contractor personnel and/or subcontractor personnel at the County’s sole discretion. Removal and replacement shall be performed within 14 calendar days of notification by the County.
- All County resources (including County systems), County data, County hardware, and County software used or accessed by Contractor: (a) shall be used and accessed by such Contractor and/or subcontractors personnel solely and exclusively in the performance of their assigned duties in connection with, and in furtherance of, the performance of Contractor’s obligations hereunder; and (b) shall not be used or accessed except as expressly permitted hereunder, or commercially exploited in any manner whatsoever, by Contractor or Contractor’s personnel and subcontractors, at any time.
- Contractor acknowledges and agrees that any failure to comply with the provisions of this paragraph shall constitute a breach of this Contract and entitle County to deny or restrict the rights of such non-complying Contractor personnel and/or subcontractor personnel to access and use the County data and/or system(s), as County in its sole discretion shall deem appropriate.
- CONTRACTOR BACKGROUND CLEARANCE: —
At least thirty (30) days prior to the start of the Contract, or as soon as possible thereafter, Contractor shall email a list of current employees who will be assigned to perform services under this Contract to: Prob-ContractBackgrounds@prob.ocgov.com and carbon copy to Prob-Purchasing-Contracts@prob.ocgov.com, so that Probation can conduct background investigations of the Contractor and Contractor’s employees as required by this Contract. While Background Clearance may be denied for many reasons based on information obtained in a background investigation, an omission or false statement made by the employee, regardless of the nature or magnitude of the omission or false statement, may also be grounds for denying Background Clearance.
Within thirty (30) days of separation of any approved employee who leaves Contractor’s employment, Contractor shall notify Probation of such separation, by email to Prob-ContractBackgrounds@prob.ocgov.com and carbon copy to Prob-Purchasing-Contracts@prob.ocgov.com.
All Contractor and Contractor Employees assigned under this Contract are required to receive prior background clearance from Probation before providing any services. A representative from Probation’s Background Unit will notify the Contractor as to whether or not each employee has passed background. If Contractor or Contractor’s employee is denied Background Clearance, neither the County nor Probation will provide a reason for the denial to the Contractor or to the employee.
- 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.
- Civil Rights —
Contractor attests that services provided shall be in accordance with the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended, Section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975 as amended; Title II of the Americans with Disabilities Act of 1990, and other applicable State and federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification, age, religion, marital status, sex or disability.
- VULNERABILITY MANAGEMENT —
The Vulnerability Management domain focuses on the process by which organizations identify, analyze, and manage vulnerabilities in a critical service’s operating environment.
- GOALS AND OBJECTIVES
- Preparation for vulnerability analysis and resolution activities is conducted.
- A process for identifying and analyzing vulnerabilities is established and maintained.
- Exposure to identified vulnerabilities is managed.
- The root causes of vulnerabilities are addressed.
- VULNERABILITY MANAGEMENT POLICY STATEMENTS
- Departments and/or contractors shall develop and maintain a vulnerability management process as part of its Cybersecurity Program.
- Commercial General Liability —
Minimum limits and coverage
$1,000,000 per occurrence; $2,000,000 aggregate
Required Coverage
Shall be written on occurrence basis utilizing Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. The Commercial General Liability policy shall contain a severability of interests “separation of insureds” clause and include coverage for products completed operations, personal and advertising, and contractual liability.
Required Endorsements
The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:
- An Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad naming the County of Orange, its elected and appointed officials, officers, employees, and agents as Additional Insureds, or provide blanket coverage which shall state As Required by Written Contract.
- A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Contractor’s insurance is primary, and any insurance or self-insurance maintained by the County shall be excess and non-contributing.
- BYRD ANTI-LOBBYING AMENDMENT —
- Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—If this Agreement exceeds $100,000, Contractor must file with the County, the certification required by 31 U.S.C. 1352. Each tier certifies to the tier above that Contractor 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. Contractor must also disclose to the County any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Contractor must execute the certification, as provided in Attachment X.
- OCLSB Preference Policy - Construction: —
For solicitations awarded to the lowest responsive and responsible bidder, a preference of five percent (5%) of the lowest bid will be applied to certified bidders who request the preference pursuant to County policy.
This preference will be applied to all certified bidders who qualify, including the lowest responsive, responsible bidder. However, the awarded contract price will remain the bidder’s original bid price and not the adjusted price used for evaluation purposes.
Please note, the total preference applied under this program cannot exceed five percent (5%) of the lowest bid, with a maximum cap of $100,000.
Eligibility for Contractors Using OCLSB Subcontractors – Prime contractors that do not otherwise meet the OCLSB certification requirements may still qualify for OCLSB preferences by virtue of their use of OCLSB subcontractors. To qualify for the preferences by using certified OCLSB subcontractor(s), twenty percent (20%) of the total proposed contract amount must be allocated to OCLSB subcontractors identified in the List of Subcontractors. (BUYER - Upload list)
- STATUS OF CONTRACTOR —
Contractor is, and shall at all times be deemed to be, an independent contractor, and shall be wholly responsible for the manner in which it performs the services required of it by the terms of this Contract. Nothing herein contained shall be construed as creating the relationship of employer and employee, or principal and agent, between County and Contractor or any of Contractor’s agents or employees.
Contractor assumes exclusively the responsibility for the acts of its employees or agents as they relate to services to be provided during the course and scope of their employment. Contractor, its agents, and employees shall not be entitled to any rights and/or privileges of County employees, and shall not be considered in any manner to be County employees
- COUNTY DATA —
Subject to applicable law, the County shall permit the Contractor and its subcontractors to have access to, and make appropriate use of, the information or material that the County submits to the Contractor pursuant to this Contract ("County Data"), solely to the extent the Contractor requires such access and use in order to properly and appropriately perform the Services as contemplated by this Contract. The Contractor may only access and use County Data in connection with performance of its duties under this Contract or as specifically directed by the County in writing and may not otherwise use, disclose, modify, merge with other data, commercially exploit, or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by the County in writing. The Contractor acknowledges and agrees that, as between the Parties, the County owns all right, title, and interest in, and all Intellectual Property Rights in and to, all County Data.
- Apprentices —
The Contractor acknowledges and agrees that, if this Contract involves a dollar amount greater than or a number of working days greater than that specified in Labor Code Section 1777.5, this Contract is governed by the provisions of Labor Code Section 1777.5. It shall be the responsibility of the Contractor to ensure compliance with this Article and with Labor Code Section 1777.5 for all apprenticeable occupations.
Pursuant to Labor Code Section 1777.5 if that Section applies to this Contract as indicated above, the Contractor and any subcontractors under him employing workers in any apprenticeable craft or trade in performing any work under this Contract shall apply to the applicable joint apprenticeship committee for a certificate approving the Contractor or subcontractor under the applicable apprenticeship standards and fixing the ratio of apprentices to journeymen employed in performing the work.
Pursuant to Labor Code Section 1777.5 if that Section applies to this Contract as indicated above, the Contractor and any subcontractor under him may be required to make contributions to the apprenticeship program.
- 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:
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; and;
3. Permit the tracking of program income, or profits earned, and any costs incurred (such as stand-in costs) that are otherwise allowable except for funding limitation.
- Dissolution of Entity —
Contractor shall notify County immediately of any intention to discontinue its existence or bring an action for dissolution.
- OCLSB and DVBE Subcontractor Requirement - Construction: —
This project is estimated to exceed five million dollars ($5,000,000). As a result, at least 3% of the total contract value must be subcontracted to an Orange County Local Small Business (OCLSB) or Disabled Veteran Business Enterprise (DVBE). Under the Public Contract Code, no DVBE preference can be applied to Public Works projects.
The Bid may be declared non-responsive if the Bidder fails to include at least 3% of the total contract value subcontracted to certified OCLSB or DVBE subcontractors.
- 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:
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. The WIOA;
b. 20 CFR Part 683;
c. State implementing legislation; and
d. Requirements of Other Funding Sources
- Conflict of Interest – Contractor’s Personnel —
Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of County. This obligation shall apply to Contractor, Contractor’s officers, directors, employees, agents, and subcontractors associated with accomplishing work and services hereunder. Contractor’s efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers from acting in the best interests of County.
Contractor shall notify County, in writing, of any potential or actual conflicts of interest between Contractor and County that may arise prior to, or during the period of, Contract performance, including, but not limited to, whether any known County public officer’s child is an officer or director of, or has an ownership interest of ten (10) percent or more in, Contractor. While Contractor will be required to provide this information without prompting from County any time there is a change regarding conflict of interest, Contractor must also provide an update to County upon request by County.
- Commercial General Liability with Rigger's Liability —
Minimum limits and coverage
$1,000,000 per occurrence, $2,000,000 aggregate
Required Coverage
Shall be written on occurrence basis utilizing Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. The Commercial General Liability policy shall contain a severability of interests “separation of insureds” clause and include coverage for products completed operations, contractual liability and Rigger’s Liability. The Commercial General Liability policy shall not exclude coverage for Explosion, Collapse, or Underground Hazard (XCU).
Required Endorsements
The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:
- An Additional Insured endorsement using ISO form CG 20 10 04 13 or CG 20 33 04 13, a form at least as broad naming the County of Orange, its elected and appointed officials, officers, employees, and agents as Additional Insureds, or provide blanket coverage which shall state As Required by Written Contract.
- Products and Completed Operations endorsement using ISO Form CG 20 37 04 13, or a form at least as broad.
- Rigger's liability endorsement.
- CONFLICT OF INTEREST - COUNTY EMPLOYEE HIRED AS CONTRACTOR —
- The County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. County employee shall certify that contracted services will not be performed during their County assigned work schedule. The County employee shall exercise reasonable care and due diligence to prevent any actions or conditions that could result in a conflict with the best interest of the County.
- BREACH DISCOVERY AND NOTIFICATION —
- Following the discovery of a Breach of Unsecured PHI , Contractor shall notify County of such Breach, however both Parties agree to a delay in the notification if so advised by a law enforcement official pursuant to 45 CFR § 164.412.
- A Breach shall be treated as discovered by Contractor as of the first day on which such Breach is known to Contractor or, by exercising reasonable diligence, would have been known to Contractor.
- Contractor shall be deemed to have knowledge of a Breach, if the Breach is known, or by exercising reasonable diligence would have known, to any person who is an employee, officer, or other agent of Contractor, as determined by federal common law of agency.
- Contractor shall provide the notification of the Breach immediately to the County Privacy Officer listed below. Contractor’s notification may be oral, but shall be followed by written notification within 24 hours of the oral notification.
Andrew Alipanah, MBA, CISSP
Chief Information Security Officer
721 S. Parker Street
Suite 200
Orange, CA 92868
(714) 567-7611
Andrew.Alipanah@ocit.ocgov.com
Linda Le, CHPC, CHC, CHP
County Privacy Officer
721 S. Parker Street
Suite 200
Orange, CA 92868
(714) 834-4082
Linda.Le@ocit.ocgov.com
- Contractor’s notification shall include, to the extent possible:
- The identification of each Individual whose Unsecured PHI has been, or is reasonably believed by Contractor to have been, accessed, acquired, used, or disclosed during the Breach;
- Any other information that County is required to include in the notification to Individual under 45 CFR §164.404 (c) at the time Contractor is required to notify County or promptly thereafter as this information becomes available, even after the regulatory sixty (60) day period set forth in 45 CFR §164.410 (b) has elapsed, including:
- A brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known;
- A description of the types of Unsecured PHI that were involved in the Breach (such as whether full name, social security number, date of birth, home address, account number, diagnosis, disability code, or other types of information were involved);
- Any steps Individuals should take to protect themselves from potential harm resulting from the Breach;
- A brief description of what Contractor is doing to investigate the Breach, to mitigate harm to Individuals, and to protect against any future Breaches; and
- Contact procedures for Individuals to ask questions or learn additional information, which shall include a toll-free telephone number, an e-mail address, Web site, or postal address.
- County may require Contractor to provide notice to the Individual as required in 45 CFR § 164.404, if it is reasonable to do so under the circumstances, at the sole discretion of the County.
- In the event that Contractor is responsible for a Breach of Unsecured PHI in violation of the HIPAA Privacy Rule, Contractor shall have the burden of demonstrating that Contractor made all notifications to County consistent with this section and as required by the Breach notification regulations, or, in the alternative, that the acquisition, access, use, or disclosure of PHI did not constitute a Breach.
- Contractor shall maintain documentation of all required notifications of a Breach or its risk assessment under 45 CFR § 164.402 to demonstrate that a Breach did not occur.
- Contractor shall provide to County all specific and pertinent information about the Breach, including the information listed in Section C.3.b.(a)-(e) above of the "BREACH DISCOVERY AND NOTIFICATION", if not yet provided, to permit County to meet its notification obligations under Subpart D of 45 CFR Part 164 as soon as practicable, but in no event later than fifteen (15) calendar days after Contractor’s initial report of the Breach to County pursuant to Subparagraph "B" above.
- Contractor shall continue to provide all additional pertinent information about the Breach to County as it may become available, in reporting increments of five (5) business days after the last report to County. Contractor shall also respond in good faith to any reasonable requests for further information, or follow-up information after report to County, when such request is made by County.
- Contractor shall bear all expense or other costs associated with the Breach and shall reimburse County for all expenses County incurs in addressing the Breach and consequences thereof, including costs of investigation, notification, remediation, documentation or other costs associated with addressing the Breach.
- DATA SECURITY REQUIREMENTS —
- Personal Controls
- Employee Training. All workforce members who assist in the performance of functions or activities on behalf of County in connection with Contract, or access or disclose PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County, must complete information privacy and security training, at least annually, at Contractor’s expense. Each workforce member who receives information privacy and security training must sign a certification, indicating the member’s name and the date on which the training was completed. These certifications must be retained for a period of six (6) years following the termination of Contract.
- Employee Discipline. Appropriate sanctions must be applied against workforce members who fail to comply with any provisions of Contractor’s privacy policies and procedures, including termination of employment where appropriate.
- Confidentiality Statement. All persons that will be working with PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County must sign a confidentiality statement that includes, at a minimum, General Use, Security and Privacy Safeguards, Unacceptable Use, and Enforcement Policies. The statement must be signed by the workforce member prior to access to such PHI. The statement must be renewed annually. The Contractor shall retain each person’s written confidentiality statement for County inspection for a period of six (6) years following the termination of the Contract.
- Background Check. Before a member of the workforce may access PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County, a background screening of that worker must be conducted. The screening should be commensurate with the risk and magnitude of harm the employee could cause, with more thorough screening being done for those employees who are authorized to bypass significant technical and operational security controls. The Contractor shall retain each workforce member’s background check documentation for a period of three (3) years.
- Technical Security Controls
- Workstation/Laptop encryption. All workstations and laptops that store PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County either directly or temporarily must be encrypted using a FIPS 140-2 certified algorithm which is 128bit or higher, such as Advanced Encryption Standard (AES). The encryption solution must be full disk unless approved by the County.
- Server Security. Servers containing unencrypted PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County must have sufficient administrative, physical, and technical controls in place to protect that data, based upon a risk assessment/system security review.
- Minimum Necessary. Only the minimum necessary amount of PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County required to perform necessary business functions may be copied, downloaded, or exported.
- Removable media devices. All electronic files that contain PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf County must be encrypted when stored on any removable media or portable device (i.e. USB thumb drives, floppies, CD/DVD, Blackberry, backup tapes etc.). Encryption must be a FIPS 140-2 certified algorithm which is 128bit or higher, such as AES. Such PHI shall not be considered “removed from the premises” if it is only being transported from one of Contractor’s locations to another of Contractor’s locations.
- Antivirus software. All workstations, laptops and other systems that process and/or store PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County must have installed and actively use comprehensive anti-virus software solution with automatic updates scheduled at least daily.
- Patch Management. All workstations, laptops and other systems that process and/or store PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County must have critical security patches applied, with system reboot if necessary. There must be a documented patch management process which determines installation timeframe based on risk assessment and vendor recommendations. At a maximum, all applicable patches must be installed within 30 days of vendor release. Applications and systems that cannot be patched due to operational reasons must have compensatory controls implemented to minimize risk, where possible.
- User IDs and Password Controls. All users must be issued a unique user name for accessing PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County. Username must be promptly disabled, deleted, or the password changed upon the transfer or termination of an employee with knowledge of the password, at maximum within 24 hours. Passwords are not to be shared. Passwords must be at least eight characters and must be a non-dictionary word. Passwords must not be stored in readable format on the computer. Passwords must be changed every 90 days, preferably every 60 days. Passwords must be changed if revealed or compromised. Passwords must be composed of characters from at least three of the following four groups from the standard keyboard:
- Upper case letters (A-Z)
- Lower case letters (a-z)
- Arabic numerals (0-9)
- Non-alphanumeric characters (punctuation symbols)
- Data Destruction. When no longer needed, all PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County must be wiped using the Gutmann or US Department of Defense (DoD) 5220.22-M (7 Pass) standard, or by degaussing. Media may also be physically destroyed in accordance with NIST Special Publication 800-88. Other methods require prior written permission by County.
- System Timeout. The system providing access to PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County must provide an automatic timeout, requiring re-authentication of the user session after no more than 20 minutes of inactivity.
- Warning Banners. All systems providing access to PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County must display a warning banner stating that data is confidential, systems are logged, and system use is for business purposes only by authorized users. User must be directed to log off the system if they do not agree with these requirements.
- System Logging. The system must maintain an automated audit trail which can identify the user or system process which initiates a request for PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County, or which alters such PHI. The audit trail must be date and time stamped, must log both successful and failed accesses, must be read only, and must be restricted to authorized users. If such PHI is stored in a database, database logging functionality must be enabled. Audit trail data must be archived for at least 3 years after occurrence.
- Access Controls. The system providing access to PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County must use role based access controls for all user authentications, enforcing the principle of least privilege.
- Transmission encryption. All data transmissions of PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County outside the secure internal network must be encrypted using a FIPS 140-2 certified algorithm which is 128bit or higher, such as AES. Encryption can be end to end at the network level, or the data files containing PHI can be encrypted. This requirement pertains to any type of PHI in motion such as website access, file transfer, and E-Mail.
- Intrusion Detection. All systems involved in accessing, holding, transporting, and protecting PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County that are accessible via the Internet must be protected by a comprehensive intrusion detection and prevention solution.
- Audit Controls
- System Security Review. Contractor must ensure audit control mechanisms that record and examine system activity are in place. All systems processing and/or storing PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County must have at least an annual system risk assessment/security review which provides assurance that administrative, physical, and technical controls are functioning effectively and providing adequate levels of protection. Reviews should include vulnerability scanning tools.
- Log Reviews. All systems processing and/or storing PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County must have a routine procedure in place to review system logs for unauthorized access.
- Change Control. All systems processing and/or storing PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County must have a documented change control procedure that ensures separation of duties and protects the confidentiality, integrity and availability of data.
- Business Continuity/Disaster Recovery Control
- Emergency Mode Operation Plan. Contractor must establish a documented plan to enable continuation of critical business processes and protection of the security of PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County kept in an electronic format in the event of an emergency. Emergency means any circumstance or situation that causes normal computer operations to become unavailable for use in performing the work required under this Contract for more than 24 hours.
- Data Backup Plan. Contractor must have established documented procedures to backup such PHI to maintain retrievable exact copies of the PHI. The plan must include a regular schedule for making backups, storing backup offsite, an inventory of backup media, and an estimate of the amount of time needed to restore DHCS PHI or PI should it be lost. At a minimum, the schedule must be a weekly full backup and monthly offsite storage of DHCS data. Business Continuity Plan (BCP) for contractor and County (e.g. the application owner) must merge with the DRP.
- Paper Document Controls
- Supervision of Data. PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County in paper form shall not be left unattended at any time, unless it is locked in a file cabinet, file room, desk or office. Unattended means that information is not being observed by an employee authorized to access the information. Such PHI in paper form shall not be left unattended at any time in vehicles or planes and shall not be checked in baggage on commercial airplanes.
- Escorting Visitors. Visitors to areas where PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County is contained shall be escorted and such PHI shall be kept out of sight while visitors are in the area.
- Confidential Destruction. PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County must be disposed of through confidential means, such as cross cut shredding and pulverizing.
- Removal of Data. PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County must not be removed from the premises of the Contractor except with express written permission of County.
- Faxing. Faxes containing PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County shall not be left unattended and fax machines shall be in secure areas. Faxes shall contain a confidentiality statement notifying persons receiving faxes in error to destroy them. Fax numbers shall be verified with the intended recipient before sending the fax.
- Mailing. Mailings containing PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County shall be sealed and secured from damage or inappropriate viewing of PHI to the extent possible. Mailings which include 500 or more individually identifiable records containing PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County in a single package shall be sent using a tracked mailing method which includes verification of delivery and receipt, unless the prior written permission of County to use another method is obtained.
- Security, Privacy, and Data Governance —
A. The System must meet strict security and privacy requirements to protect sensitive client information. Security requirements include:
- Role-based access controls
- Encrypted data storage
- Secure authentication protocols
- Audit trails documenting all data changes
- Time-stamped activity logs
- HIPAA-compliant data handling procedures
B. Data Ownership, Portability, and Return of Data
The Contractor shall comply with the following requirements regarding County data:
- Data Ownership
All data, records, content, and information submitted to, stored in, processed by, or generated through the Contractor’s system on behalf of the County (“County Data”) shall remain the sole and exclusive property of the County. The Contractor shall acquire no rights, title, or interest in County Data. - Use of County Data
The Contractor shall not access, use, disclose, or retain County Data except as strictly necessary to perform services under the Agreement and only in accordance with County instructions and applicable law. - Data Portability and Export Capability
The Contractor shall provide the County with the ability to export all County Data at any time during the term of the Agreement. - Exports shall include all associated metadata, attachments, and relational data necessary to fully reconstruct the dataset outside of the Contractor’s system.
- The Contractor shall not impose unreasonable limitations, delays, or additional fees for standard data export requests.
C. Termination Data Return and Transition Assistance
Upon expiration or termination of the Agreement for any reason:
- Provide a final full export of all County Data in a mutually agreed, machine-readable format.
D. Data Deletion and Certification
Upon written request or contract termination, securely delete County Data in accordance with industry best practices and provide written certification of such deletion, including deletion from active systems, archives, and backups to the extent technically feasible.
- PROBATION BACKGROUND INVESTIGATION: —
Probation shall conduct a background investigation on Contractor’s employees identified as assigned to perform services under this Contract and Article X – Contractor Background Clearance. The background investigation may include, but shall not be limited to, an interview, fingerprinting, completion of a personal history statement and pre-investigative questionnaire, verification of education and prior employment history, and a criminal record check with the Department of Justice. The Department of Justice will notify Probation of any subsequent arrests and/or convictions of any of Contractor’s employees approved to perform services under this Contract.
Contractor and Contractor’s employees must pass Probation’s background investigation process and meet all requirements as set forth below:
- Background Clearances will remain active until the Contract expires or employment is terminated.
- No employee shall be assigned to perform the work under this Contract that has not received prior security clearance from Probation.
- Contractor is responsible for ensuring that anytime an employee is assigned to perform work pursuant to this Contract that a Background Clearance request is submitted and approved in accordance with Article X - Contractor Background Clearance prior to that employee requiring access to such premises for providing services under this Contract.
- Background investigation information shall be thoroughly and accurately completed. Omissions or false statements, regardless of the nature or magnitude, may be grounds for denying Background Clearance.
- Contractor’s employees assigned to perform services under this Contract will be required to complete the following forms as part of the Probation Background Process: FBI Criminal Justice Information Services Security Addendum (CJIS), Employee/Volunteer Statement Form, Confidentiality of Criminal Offender Record Information (CORI), Employee Acknowledgement of Employer form, Prison Rape Elimination Act (PREA), California Law Enforcement Telecommunications Systems (CLETS) and Federal Bureau of Investigation Criminal Justice Information Services Security Addendum Certification. These are Department requirements and federal mandates and are not optional. Required forms will be sent to the Contractor’s employee prior to the background Clearance appointment. An email notification from Probation’s Background Unit will be sent annually for cleared employees to the respective Contractor with detailed instructions on how to complete the required forms. Any cleared employee who does not complete this process shall have their Background security Clearance revoked and shall be denied access to all Probation Department facilities and/or area offices. All forms will be sent to Contractor’s employee prior to background investigation appointment.
- Contractor shall sign the Prison Rape Elimination Act (PREA) Form (attached hereto as Attachment X and the California Law Enforcement Telecommunications System (CLETS) Private Contractor Management Control Agreement (attached hereto as Attachment X in order to provide Contractor access to such information as may be needed to perform services under this Contract, provided it is understood Contractor will not have access to the CLETS system itself. Based on the level of CLETS access granted, Contractor may be required to complete CLETS National Crime Information (NCIC) training.
- Data Security Requirements: —
- Without limiting Contractor’s obligation of confidentiality as further described in this Contract, Contractor must establish, maintain, and enforce a data privacy program and an information and cyber security program, including safety, physical, and technical security and resiliency policies and procedures, that comply with the requirements set forth in this Contract and, to the extent such programs are consistent with and not less protective than the requirements set forth in this Contract and are at least equal to applicable best industry practices and standards (NIST 800-53).
- Contractor also shall provide technical and organizational safeguards against accidental, unlawful, or unauthorized access or use, destruction, loss, alteration, disclosure, transfer, commingling, or processing of such information that ensure a level of security appropriate to the risks presented by the processing of County Data, Contractor personnel and/or subcontractor personnel and affiliates approved by County to perform work under this Contract may use or disclose County personal and confidential information only as permitted in this Contract. Any other use or disclosure requires express approval in writing by the County of Orange. No Contractor personnel and/or subcontractor personnel or affiliate shall duplicate, disseminate, market, sell, or disclose County personal and confidential information except as allowed in this Contract. Contractor personnel and/or subcontractor personnel or affiliate who access, disclose, market, sell, or use County personal and confidential information in a manner or for a purpose not authorized by this Contract may be subject to civil and criminal sanctions contained in applicable federal and state statutes.
- Contractor shall take all reasonable measures to secure and defend all locations, equipment, systems, and other materials and facilities employed in connection with the Services against hackers and others who may seek, without authorization, to disrupt, damage, modify, access, or otherwise use Contractor systems or the information found therein; and prevent County data from being commingled with or contaminated by the data of other customers or their users of the Services and unauthorized access to any of County data.
- Contractor shall also continuously monitor its systems for potential areas where security could be breached. In no case shall the safeguards of Contractor’s data privacy and information and cyber security program be less stringent than the safeguards used by County. Without limiting any other audit rights of County, County shall have the right to review Contractor’s data privacy and information and cyber security program prior to commencement of Services and from time to time during the term of this Contract.
- All data belongs to the County and shall be destroyed or returned at the end of the contract via digital wiping, degaussing, or physical shredding as directed by County.
- ACCEPTANCE TESTING —
All Deliverables shall be provided to the County by the Contractor in conformity with all requirements, specifications, Acceptance Criteria, and time periods set forth or referenced in this Contract. The Contractor shall at all times utilize complete and thorough Acceptance Testing Procedures, and appropriate Acceptance Criteria, all of which shall be subject to review and approval in mutual agreement by the County’s Project Manager and Contractor’s Project Owner, and no such activities shall be deemed completed until all Acceptance Criteria, whether set forth in this Contract or mutually agreed upon by the Parties in writing, have been successfully met. Moreover, nothing in this section shall limit in any way the County’s right to terminate immediately for cause pursuant to Paragraph K, Termination, herein.
- Acceptance Testing: Following the Contractor's notification to the County that the Contractor has completed any component or Deliverable identified in this Contract, at a mutually agreed scheduled time thereafter, the County shall begin testing the component or Deliverable to determine whether such component or Deliverable conforms to the applicable specifications and/or standards (collectively, the "Acceptance Criteria"). After the County has completed such testing or upon expiration of the agreed-upon testing period or any agreed-upon extension of the testing period (the "Acceptance Testing Period"), the County shall notify the Contractor in writing either that the component or Deliverable: (a) meets the Acceptance Criteria and that acceptance of such component or Deliverable has occurred ("Acceptance"); or (b) does not meet the Acceptance Criteria and the reasons therefor. If the component or Deliverable is identified as being part of a larger, integrated system being developed thereunder, then any Acceptance under the terms of this subsection shall be understood as being conditional acceptance ("Conditional Acceptance"), and such component or Deliverable shall be subject to Final Acceptance, as described below.
- Cure: If the County determines that a component or Deliverable does not conform to the applicable Acceptance Criteria, and that it is in the County’s interest to allow the Contractor time to correct the problem, the County shall deliver to the Contractor a written exception report describing the nonconformity (the "Exception Report"). Within ten (10) calendar days following receipt of the Exception Report, the Contractor shall: (a) perform a Root Cause Analysis to identify the cause of the nonconformity; (b) provide the County with a written report detailing the cause of, and procedure for correcting, such nonconformity; (c) provide the County with satisfactory evidence that such nonconformity will not recur; and (d) use best efforts to correct critical errors (as determined by the County) and use commercially reasonable efforts to correct all other errors reasonably requested by the County and accepted by the Contractor; provided, however, that if the nonconformity of critical errors is incapable of cure within such ten (10) calendar day period then, within such ten (10) calendar day period, the Contractor shall present to the County a mutually agreeable plan to cure such nonconformity within a reasonable amount of time. Upon the Contractor's notice to the County that the Contractor has cured any such nonconformity, the County shall re-test the defective component or Deliverable for an additional testing period of up to thirty (30) calendar days or such other period as the Parties may mutually agree upon in writing, at the end of which period the process described in subsections (a) through (c) above shall be repeated. In the event the County rejects the component or Deliverable a second time and the Contractor disagrees with such rejection, then the Parties shall escalate the issue(s) to senior management of both Parties for mutual resolution.
- Final Acceptance: Upon achievement of Conditional Acceptance for all identified components or Deliverables, the County shall begin testing the System that is comprised of such components or Deliverables using the applicable test procedures and standards to determine whether such System performs as an integrated whole in accordance with the Acceptance Criteria. After the County has completed such testing or upon expiration of the testing period (the "Final Acceptance Testing Period"), the County shall notify the Contractor in writing that the System, and all components and Deliverables that are a part thereof: (a) meet the Acceptance Criteria and that final acceptance of the System and such components and Deliverables has occurred ("Final Acceptance"); or (b) does not meet the Acceptance Criteria and the reasons therefor. If the County determines that the Acceptance Criteria have not been so met, the process described in subsection (b) above shall be initiated, with all references to "component or Deliverable" being references to the "System," and all references to the "Acceptance Testing Period" being references to the "Final Acceptance Testing Period." Neither Conditional Acceptance, Acceptance nor Final Acceptance by the County shall constitute a waiver by the County of any right to assert claims based upon defects not discernible through conduct of the applicable test procedures and subsequently discovered in a component or Deliverable or the System following the County’s Final Acceptance thereof. Nothing else, including the County’s use of the System, or any component thereof, shall constitute Final Acceptance, affect any rights and remedies that may be available to the County and/or constitute or result in "acceptance" under general contract law, any state uniform commercial code or any other law.
- CYBERSECURITY INCIDENT MANAGEMENT —
Information Security Incident Management establishes the policy to be used by each department and/or contractor in planning for, reporting on, and responding to computer security incidents. For these purposes an incident is defined as any irregular or adverse event that occurs on a County system or network. The goal of incident management is to mitigate the impact of a disruptive event. To accomplish this goal, an organization establishes processes that:
- detect and identify events
- triage and analyze events to determine whether an incident is underway
- respond and recover from an incident
- improve the organization’s capabilities for responding to a future incident
This domain defines management controls for addressing cyber incidents. The controls provide a consistent and effective approach to Cyber Incident Response aligned with Orange County’s Cyber Incident Response Plan, to include:
- Collection of evidence related to the cyber incident as appropriate
- Reporting procedures including any and all statutory reporting requirements
- Incident remediation
- Minimum logging procedures
- Annual testing of the plan
- GOALS AND OBJECTIVES
- A process for identifying, analyzing, responding to, and learning from incidents is established.
- A process for detecting, reporting, triaging, and analyzing events is established.
- Incidents are declared and analyzed.
- A process for responding to and recovering from incidents is established.
- Post-incident lessons learned are translated into improvement strategies.
- CYBERSECURITY INCIDENT MANAGEMENT POLICY STATEMENTS
- Cybersecurity incident management procedures shall be established within each department and/or contractor to ensure quick, orderly, and effective responses to security incidents. In the event a department has not established these procedures, the department may adopt the County’s Cyber Incident Response Plan. The steps involved in managing a security incident are typically categorized into six stages:
- System preparation
- Problem identification
- Problem containment
- Problem eradication
- Incident recovery
- Lessons learned
- The department shall act as the liaison between applicable parties during a cybersecurity incident. The department shall be the primary point of contact for all IT security issues.
- A designated security contact for all cybersecurity incidents.
- Departments and/or contractors shall conduct periodic (at least annually) cybersecurity incident scenario sessions for personnel associated with the cybersecurity incident handling team to ensure that they understand current threats and risks, as well as their responsibilities in supporting the cybersecurity incident handling team.
- Departments and/or contractors shall develop and document procedures for reporting cybersecurity incidents. For example, all employees, contractors, and customers of County information systems shall be required to note and report any observed or suspected security weaknesses in systems to management. In the event a department has not established these procedures, the department may adopt the County’s Cyber Incident Response Plan.
- Each department and/or contractor shall familiarize its employees on the use of its cybersecurity incident reporting procedures.
- Contact with local authorities, including law enforcement, shall be conducted through an organized, repeatable process that is both well documented and communicated.
- Contact with special interest groups, including media and labor relations, shall be conducted through an organized, repeatable process that is both well documented and communicated.
- Where a follow-up action against an entity after a cybersecurity incident shall involve civil or criminal legal action, evidence shall be collected, retained, and presented to conform to the rules for evidence as demanded by the relevant jurisdiction(s). At the Department’s discretion, they may obtain the services of qualified external professionals to complete these tasks.
- Departments shall report cybersecurity incidents to the County pursuant to the Contract.
- DESCRIPTION OF SERVICES —
- Contractor agrees to provide those services, facilities, equipment, and supplies, as described in the Attachments to the Contract between County of Orange and [Contractor name to be inserted], for the Provision of [Service title to be inserted] Services, attached hereto and incorporated herein by reference: Attachment X relating to [Service title to be inserted] Services, and Attachment X relating to [Service title to be inserted] Services. [Since the template has 2 attachments, the prior sentence is a sample for a multi-attachment contract. Replace with the following sentence for a single attachment contract: Contractor agrees to provide those services, facilities, equipment, and supplies, as described in Attachment X to the Contract between County of Orange and XXX, for the Provision of XXX Services, attached hereto and incorporated herein by reference. [If the Contract requires Contractor to provide staff, include the following sentence and Subparagraphs 4.2 and 4.3 below] Contractor shall operate continuously throughout the term of this Contract with the number and type of staff described and as required for provision of services hereunder.
- Subject to thirty (30) days advance written notice, Administrator may require changes in staffing allocations to reflect current workload demands or service needs as long as County’s maximum funding obligation, as set forth in this Contract, is not exceeded.
- Upon the request of Administrator, Contractor shall send appropriate staff to attend an orientation session and subsequent training sessions given by County.
- Enhanced Security Measures: —
County may, in its discretion, designate certain areas, facilities, or solution systems as ones that require a higher level of security and access control. County shall notify Contractor in writing reasonably in advance of any such designation becoming effective. Any such notice shall set forth, in reasonable detail, the enhanced security or access-control procedures, measures, or requirements that Contractor shall be required to implement and enforce, as well as the date on which such procedures and measures shall take effect. Contractor shall and shall cause Contractor personnel and subcontractors to fully comply with and abide by all such enhanced security and access measures and procedures as of such date.
- SERVICE LEVEL COMMITMENT —
Except as otherwise specified in this Contract, from and after the Effective Date, the Contractor shall perform the Services at levels that are equal to or better than the Service Level Requirements (“SLR”) applicable to such Services. The Contractor shall be responsible for meeting or exceeding the applicable SLRs even where doing so is dependent on the provision of Services by subcontractors or other non-contractor personnel. The Service Level methodology applicable to the SLRs is set forth in Attachment XX – note to buyer obtain vendor's Service Level Agreement. Any resources utilized by the Contractor pursuant to the terms hereof shall incorporate methods permitting measurement of all performance-related SLRs. The Contractor shall measure and compare the actual or observed performance resulting from the Contractor’s performance of the Services with the SLRs during each month.
- FISCAL ACCOUNTABILITY —
- Financial Management System: 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:
- Information pertaining to the line items as identified in the "Budget Schedule" to this Contract;
- Source documentation to support accounting records; and
- Proper charging of costs and cost allocation.
- Subrecipient’s Record: Subrecipient’s records shall be sufficient to:
- Permit preparation of required reports;
- 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;
- Permit the tracking of program income, or profits earned, and any costs incurred (such as stand-in costs) that are otherwise allowable except for; and
- Permit tracking and reporting of leveraging as required.
- Costs Charged: Cost shall be charged to this Contract only in accordance with the County and other requirements as required by funding source(s).
- DATA OWNERSHIP —
All County materials, data, metadata, and information obtained, created, or derived under this Contract remain the exclusive property of the County. Contractor shall use such data only as necessary to perform this Contract and shall provide the County full access at all times, including export in common, non-proprietary formats (e.g., CSV, JSON, XML) and through a fully documented, open API, at no additional cost. Upon completion or termination, Contractor shall return all data, including copies, backups, and derivatives, and certify that no data remains in its or any subcontractor’s possession. Contractor may not retain, disclose, or use County data without the County’s written consent and shall comply with all applicable data security and privacy requirements, including CJIS standards where applicable.
- Conflict of Interest – County Personnel —
County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. Contractor shall not, during the period of this Contract, employ any County employee for any purpose.
- Indirect Costs —
The maximum reimbursement amount allowable for indirect costs is ten percent (10%) of the Subrecipient’s Modified Total Direct Costs (MTDC), excluding in-kind contributions and nonexpendable equipment. Subrecipients requesting reimbursement for indirect costs shall retain on file an approved indirect cost rate accepted by all federal awarding agencies or an allocation plan documenting the methodology used to determine the indirect costs. Indirect costs exceeding the maximum ten percent (10%) may be budgeted as in-kind for purposes of meeting matching requirements in Title III and VII programs only. Subrecipient must receive prior approval from federal awarding agency prior to budgeting the excess indirect costs as in-kind.
- Automobile Liability —
Minimum limits and coverage
$1,000,000 combined Single Limit
Required Coverage
The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad. The policy shall include coverage for owned or scheduled (if applicable), non-owned, and hired vehicles.
- FACILITY CLEARANCE: —
Services provided at secure Probation Facilities (Juvenile Hall, Youth Leadership Academy and Youth Guidance Center) will require contractor staff to obtain Facility Clearance in advance. Contractor staff must complete a Facility Clearance Request Form and provide a copy of their valid Driver’s License. Facility staff will conduct the check and notify Contractor of the results. In the event circumstances require denial, reason for the denial will not be disclosed to the Contractor or the individual.
- SERVICE CONTINUITY MANAGEMENT —
Service continuity planning is one of the more important aspects of resilience management because it provides a process for preparing for and responding to disruptive events, whether natural or man-made. Operational disruptions may occur regularly and can scale from so small that the impact is essentially negligible to so large that they could prevent an organization from achieving its mission. Services that are most important to an organization’s ability to meet its mission are considered essential and are focused on first when responding to disruptions. The process of identifying and prioritizing services and the assets that support them is foundational to service continuity.
Service continuity planning provides the organization with predefined procedures for sustaining essential operations in varying adverse conditions, from minor interruptions to large-scale incidents. For example, a power interruption or failure of an IT component may necessitate manual workaround procedures during repairs. A data center outage or loss of a business or facility housing essential services may require the organization to recover business or IT operations at an alternate location.
The process of assessing, prioritizing, planning and responding to, and improving plans to address disruptive events is known as service continuity. The goal of service continuity is to mitigate the impact of disruptive events by utilizing tested or exercised plans that facilitate predictable and consistent continuity of essential services.
This domain defines requirements to document, implement and annually test plans, including the testing of all appropriate cybersecurity provisions, to minimize impact to systems or processes from the effects of major failures of information systems or disasters via adoption and annual testing of:
- Business Continuity Plan
- Disaster Recovery Plan
- Cyber Incident Response Plan
Business Continuity is intended to counteract interruptions in business activities and to protect critical business processes from the effects of significant disruptions. Disaster Recovery provides for the restoration of critical County assets, including IT infrastructure and systems, staff, and facilities.
- GOALS AND OBJECTIVES
- Service continuity plans for high-value services are developed.
- Service continuity plans are reviewed to resolve conflicts between plans.
- Service continuity plans are tested to ensure they meet their stated objectives.
- Service continuity plans are executed and reviewed.
- SERVICE CONTINUITY MANAGEMENT POLICY STATEMENTS
- Backups of all essential electronically-maintained County business data shall be routinely created and properly stored to ensure prompt restoration.
- Each department and/or contractor shall implement and document a backup approach for ensuring the availability of critical application databases, system configuration files, and/or any other electronic information critical to maintaining normal business operations within the department.
- The frequency and extent of backups shall be in accordance with the importance of the information and the acceptable risk as determined by each department.
- Departments and/or contractors shall ensure that locations where backup media are stored are safe, secure, and protected from environmental hazards. Access to backup media shall be commensurate with the highest level of information stored and physical access controls shall meet or exceed the physical access controls of the data’s source systems.
- Backup media shall be labeled and handled in accordance with the highest sensitivity level of the information stored on the media.
- Departments and/or contractors shall define and periodically test a formal procedure designed to verify the success of the backup process.
- Restoration from backups shall be tested initially once the process is in place and periodically afterwards. Confirmation of business functionality after restoration shall also be tested in conjunction with the backup procedure test.
- Departments and/or contractors shall retain backup information only as long as needed to carry out the purpose for which the data was collected, or for the minimum period required by law.
- Alternate storage facilities shall be used to ensure confidentiality, integrity and availability of all County systems.
- Each department and/or contractor shall develop, periodically update, and regularly test business continuity and disaster recovery plans in accordance with the County’s Business Continuity Management Policy.
- Departments and/or contractors shall review and update their Risk Assessments (RAs) and Business Impact Analyses (BIAs) as necessary, determined by department management (annually is recommended). RAs include department identification of risks that can cause interruptions to business processes along with the probability and impact of such interruptions and the consequences to information security. A BIA establishes the list of processes and systems that the department has deemed critical after performing a risk analysis.
- Continuity plans shall be developed and implemented to provide for continuity of business operations in the event that critical IT assets become unavailable. Plans shall provide for the availability of information at the required level and within the established Recovery Time Objective (RTO) and their location, as alternate facilities shall be used to maintain continuity.
- Each department and/or contractor shall maintain a comprehensive plan document containing its business continuity plans. Plans shall be consistent, address information security requirements, and identify priorities for testing and maintenance. Plans shall be prepared in accordance with the standards established by the County’s Business Continuity Management Policy.
- Each department and/or contractor shall define failure prevention protocols to maintain confidentiality, integrity and availability. Departments shall automate failover procedures where applicable and maintain adequate (predictable) levels of ancillary components to meet this provision.
- LICENSES AND STANDARDS —
- Contractor warrants that it and its personnel, described in the Personnel Disclosure paragraph of this Contract, who are subject to individual registration and/or licensing requirements, have all necessary licenses and permits required by the laws of the United States, State of California (hereinafter referred to as “State”), County of Orange, and all other appropriate governmental agencies to perform the services described in this Contract, and agrees to maintain, and require its personnel to maintain, these licenses and permits in effect for the duration of this Contract. Further, Contractor warrants that its employees shall conduct themselves in compliance with such laws and licensure requirements, including, without limitation, compliance with laws applicable to sexual harassment and ethical behavior. Contractor must notify Administrator within one (1) business day of any change in license or permit status (e.g., becoming expired, inactive, etc.).
- In the performance of this Contract, Contractor shall comply with all applicable provisions of the California Welfare and Institutions Code (WIC); Title 45 of the Code of Federal Regulations (CFR); implementing regulations under 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Title 48 CFR Section 31.2 [include in contracts with for-profit organizations]; and all applicable laws and regulations of the United States, State of California, County of Orange, and County of Orange Social Services Agency, and all administrative regulations, rules, and policies adopted thereunder, as each and all may now exist or be hereafter amended.
- For federally funded Contracts in the amount of $25,000 or more, Contractor certifies that its officers and/or principals are not debarred or suspended from federal financial assistance programs and/or activities. [Check with your supervisor. The threshold is for ALL contracts the provider has in effect, not just this one or just those with SSA or the County.]
- Contractor shall cooperate with the California Department of Social Services (CDSS) on the implementation, monitoring, and evaluation of the State’s Child Abuse and Neglect Prevention and Intervention Program, and shall comply, to the mutual satisfaction of County and CDSS, with any and all reporting and evaluation requirements established by CDSS. [Only include this paragraph in CFS Contracts, funded through certain funding sources, such as CAPIT. Check with your supervisor.]
- PERMITTED USES AND DISCLOSURES BY CONTRACTOR —
- Contractor may use or further disclose PHI County discloses to Contractor as necessary to perform functions, activities, or services for, or on behalf of, County as specified in the Agreement, provided that such use or Disclosure would not violate the HIPAA Privacy Rule if done by County except for the specific Uses and Disclosures set forth below.
- Contractor may use PHI County discloses to Contractor, if necessary, for the proper management and administration of Contractor.
- Contractor may disclose PHI County discloses to Contractor for the proper management and administration of Contractor or to carry out the legal responsibilities of Contractor, if:
- The Disclosure is required by law; or
- Contractor obtains reasonable assurances from the person to whom the PHI is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person and the person immediately notifies Contractor of any instance of which it is aware in which the confidentiality of the information has been breached.
- Contractor may use or further disclose PHI County discloses to Contractor to provide Data Aggregation services relating to the Health Care Operations of Contractor.
- Contractor may use PHI County discloses to Contractor, if necessary, to carry out legal responsibilities of Contractor.
- Contractor may use and disclose PHI County discloses to Contractor consistent with the minimum necessary policies and procedures of County.
- Contractor may use or disclose PHI County discloses to Contractor as required by law.
- OCLSB Subcontractor Participation - Construction —
For the purpose of satisfying subcontracting participation requirements and/or being eligible for the preference, only 1st-tier OCLSB subcontractors will be recognized as participants in the Contract according to the following criteria:
- For credit to be allowed toward a respective participation level, all listed OCLSB firms shall have been certified by the Bid due date.
- The Subcontractor shall perform a commercially useful function for credit to be allowed toward subcontractor participation levels. The Subcontractor shall be required by you to be responsible for the execution of a distinct element of the Work and shall carry out its responsibility by actually performing and supervising its own workforce.
- If the Bidder is seeking the recognition of materials, supplies, or both towards achieving any mandatory subcontracting participation level, the Bidder shall indicate on the Subcontractor List with the Bid the following: (BUYER - Upload list)
- If the materials or supplies are obtained from a OCLSB manufacturer, the Bidder will receive 100% of the cost of the materials or supplies toward OCLSB participation. For the purposes of counting OCLSB participation, a manufacturer is a firm that operates or maintains a factory or establishment that produces, on the premises, the materials, supplies, articles, or equipment required under the Contract and of the general character described by the specifications.
- If the materials or supplies are obtained from a OCLSB supplier, the Bidder will receive 60% of the cost of the materials or supplies toward OCLSB participation. For the purposes of counting OCLSB participation a Supplier is a firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Contract are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. To be a supplier, the firm shall be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a supplier in such bulk items as petroleum products, steel, cement, gravel, stone, or asphalt without owning, operating, or maintaining a place of business if the person both owns and operates distribution equipment for the products. Any supplementing of the suppliers’ own distribution equipment shall be by a long-term lease agreement and shall not be on an ad hoc or contract-by-contract basis.
- If the materials or supplies are obtained from an OCLSB, which is neither a manufacturer nor a supplier, the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, fees or transportation charges for the delivery of materials or supplies required on a job site will be counted toward OCLSB participation, provided the fees are reasonable and not excessive as compared with fees customarily allowed for similar services. No portion of the cost of the materials and supplies themselves will be counted toward OCLSB participation.
- If the Bidder is seeking the recognition of OCLSB Trucking towards achieving any mandatory subcontracting participation level, the Bidder shall indicate it on the List of Subcontractors with the Bid. The following factors will be evaluated in determining the credit to be allowed toward the respective participation level:
- The OCLSB shall be responsible for the management and supervision of the entire trucking operation for which it is getting credit on a particular Contract and there shall not be a contrived arrangement for the purpose of counting OCLSB participation.
- The OCLSB shall itself own and operate at least 1 fully licensed, insured, and operational truck used on the Contract.
- The OCLSB receives credit for the total value of the transportation services it provides on the Contract using trucks it owns, insures, and operates using drivers it employs.
- The OCLSB may lease trucks from another OCLSB firm including an owner-operator who is certified as an OCLSB. The OCLSB who leases trucks from another OCLSB receives credit for the total value of the transportation services the lessee OCLSB provides on the contract.
- The OCLSB may also lease trucks from a non-OCLSB firm, including an owner-operator. The OCLSB who leases trucks from a non-OCLSB is entitled to credit for the total value of transportation services provided by non-OCLSB lessees not to exceed the value of transportation services provided by OCLSB owned trucks on the contract. Additional participation by non-OCLSB lessees receive credit only for the fee or commission it receives as a result of the lease arrangement.
- A lease shall indicate that the OCLSB has exclusive use of and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the OCLSB so long as the lease gives the OCLSB absolute priority for use of the leased truck.
- Indirect Costs —
The County of Orange reserves the right to cap administrative cost at 10%.
- Payments —
Contractor agrees that any and all funds received under this Contract shall be disbursed on or before June 30th, and that any and all funds remaining as of June 30th, which have not been disbursed shall be returned by Contractor to County within thirty (30) days of the expiration or earlier termination of the Contract in accordance with Paragraph K. No expense of Contractor will be reimbursed by County if incurred after June 30th.
Upon the effective date of this Contract, County shall make payment to Contractor in accordance with the following payment schedule:
- Monthly Payments: Beginning August 1st, upon receipt and approval by Orange County Community Services/Community Services Division, of Contractor’s invoice showing prior month(s) actual expenditures, County shall make monthly reimbursement payments based on Contractor’s invoice so long as the total payments under this Contract do not exceed the contract maximum obligation.
- County Discretion: At the sole discretion of County, payments to Contractor 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 Contractor.
- Invoices: Contractor shall provide monthly invoices by the 10th day following the month being reported. Invoices shall show the most up to date costs chargeable to the program(s) referenced in this Contract. Contractor must provide adequate documentation as required by County in accordance with the OC Community Resources Contract Reimbursement Policy for documenting Contractor costs, incorporated herein by reference as Exhibit 5. Failure to provide any of the required documentation will cause County to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to Contractor, until such documentation has been received and approved by County. If Contractor 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, Contractor may be subject to a reduction in funding. No payments will be authorized if any preceding month’s reports or invoices have not been received.
- Mobile Functionality, Technology and iOS Support —
The System must provide robust, secure, and user-friendly support for mobile field-based operations conducted via smartphones and tablets, particularly within the Apple iOS system.
A. Multi Device Compatibility/Support
Given the nature of street outreach services, the proposed database must be optimized for real-time, field-based engagement with individuals experiencing homelessness.
- The System shall be fully compatible with Apple iOS devices, including iPhones and iPads, across currently supported OS versions.
- The platform must offer a native iOS application or a highly responsive web-based application optimized for Safari and mobile use.
- The solution should support seamless performance across varying screen sizes and device types.
- The System should support role-based access controls tailored to outreach staff, supervisors, and administrators.
- The system should support offline data entry that syncs when connectivity is restored.
B. Multi Device Capabilities
The System should leverage native device features, including:
- GPS/location services for street outreach tracking and mapping
- Camera integration for documentation (e.g., IDs, verification and disability documents, consent forms)
- Digital signatures for client informed consent for data sharing among partner agencies/community stakeholders and documentation for other program referrals.
- Dissolution of Entity —
Subrecipient shall notify County immediately of any intention to discontinue its existence or bring an action for dissolution.
- COMPATIBILITY OF RESOURCES —
The Contractor shall ensure that the solution Software, all Services, and all Software, assets, Hardware, Equipment, and other resources and materials (collectively, the “Contractor Resources”) that are provided by the Contractor to the County, otherwise utilized by the Contractor, or approved by the Contractor for utilization by the County, in connection with the use or operation of the solution, or with the providing or receiving of the Services, shall be successfully and fully integrated and interfaced, and shall be compatible, with, all applicable County Software, Services, Systems, items, and other resources (collectively, the “County Resources”) that are owned by or leased or licensed to the County, or that are provided to the County by third party service providers. To the extent that any interfaces need to be developed or modified in order for the Contractor Resources to integrate fully and successfully and be compatible with the County Resources, the Contractor shall be responsible for the development or modification of such interfaces and for such integration, and all such activities shall be deemed to be Services within the scope of this Contract.
- SUBCONTRACTS —
Contractor shall not subcontract for services under this Contract without the prior written consent of Administrator. If Administrator consents in writing to a subcontract, in no event shall the subcontract alter, in any way, any legal responsibility of Contractor to County. All subcontracts must be in writing and copies of same shall be provided to Administrator. Contractor shall include in each subcontract any provision Administrator may require.
[If subcontracts are anticipated, add the following subparagraphs.]
- Subcontracts of $50,000 or less
- Contractor shall develop a standard form Purchase Order, subject to prior written approval of Administrator, to be utilized for the purchase of services by Contractor when the cumulative total cost of the services to be provided by any organization is anticipated to be fifty thousand dollars ($50,000) or less during the term of this Contract. The basis for costs incurred by any such Purchase Order(s) shall be the actual cost of providing services or the usual and customary charges established by the organization(s) providing the services.
- Subcontracts in excess of $50,000
- Contractor shall develop and submit for approval to Administrator a system for the procurement of subcontracts with any organization in which the total cumulative cost of services provided by any single organization is anticipated to exceed fifty thousand dollars ($50,000) during the term of this Contract. Contractor’s proposed procurement system shall take into consideration such factors as: degree of price competition; pricing policies and techniques; experience and quality of service; methods of evaluating subcontractor responsibility; relationship of subcontractor to Contractor; and planning, award, and post-award management of subcontracts, including internal audit procedures and monitoring of subcontractor’s performance until completion of services.
- Upon Administrator’s approval of Contractor’s proposed procurement system, Contractor shall comply with such procurement system in obtaining subcontracts with a total cost in excess of fifty thousand dollars ($50,000) during the term of this Contract. In addition, Contractor shall obtain Administrator's written consent prior to entering into a subcontract with any organization when the total cumulative cost of services to be provided by that organization is anticipated to exceed fifty thousand dollars ($50,000) during the term of this Contract.
- Contractor and its subcontractor(s) shall establish and maintain accurate and complete financial records related to services provided under the terms of this Contract. Such records may be subject to the satisfaction of Administrator, and to the examination and audit by Administrator or designee, for a period of five (5) years [Check funding source for specific requirements such as records retention policies.], or until any pending audit is completed.
- OBLIGATIONS OF COUNTY —
- County shall notify Contractor of any limitation(s) in County’s notice of privacy practices in accordance with 45 CFR § 164.520, to the extent that such limitation may affect Contractor’s Use or Disclosure of PHI.
- County shall notify Contractor of any changes in, or revocation of, the permission by an Individual to use or disclose his or her PHI, to the extent that such changes may affect Contractor’s Use or Disclosure of PHI.
- County shall notify Contractor of any restriction to the Use or Disclosure of PHI that County has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect Contractor’s Use or Disclosure of PHI.
- County shall not request Contractor to use or disclose PHI in any manner that would not be permissible under the HIPAA Privacy Rule if done by County.
- Workers' Compensation —
Minimum limits and coverage
Statutory
Coverage is required for all employees providing services pursuant to the Contract. Worker’s Compensation coverage shall meet all the requirements of the State of California Labor Code.
Required Endorsements
The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, employees, and agents or provide blanket coverage, which will state As Required by Written Contract.
If Contractor has no employees, it may certify to County that it does not currently have any employees or individuals who are defined as “employees” under the Labor Code by signing a County waiver. The waiver shall be reviewed and will require approval from the County Risk Manager or designee.
- W-9/W-8 Requirements —
Department of the Treasury, Internal Revenue Service Form W-9 Requirement:
Effective June 3, 2006, all Contractors, entering into a contract with the County, who are not already established in the County Financial System as an Auditor-Controller Vendor, will be required to submit to the County a federal Form W-9, or form W-8 for foreign vendors. The County will inform the Contractor, at the time of award, if the Form W-9, or W-8, will be required.
In order to comply with this County requirement, within ten days of notification of selection of award of Contract but prior to official award of Contract, the selected Contractor agrees to furnish to the contract administrator, the County DPA, the required W-9 or W-8. Out of State Vendors may be required to submit a 587/590 Form.
- Dissolution of Entity —
Subrecipient shall notify County immediately of any intention to discontinue its existence or bring an action for dissolution.
- Implementation Expectations —
The selected vendor will be responsible for full system implementation including configuration, integration, training, and ongoing technical support. Implementation responsibilities include:
- Validating detailed system requirements with County staff
- Configuring the platform to align with program workflows
- Integrating the System with required external platforms
- Migrating existing data where applicable
- Providing staff training and user documentation
- Conducting system testing and quality assurance
- Providing post-deployment technical support
The anticipated implementation timeline is approximately three to six months from contract execution.
- COUNTY DATA —
Subject to applicable law, the County shall permit the Contractor and its subcontractors to have access to, and make appropriate use of, the information or material that the County submits to the Contractor pursuant to this Contract ("County Data"), solely to the extent the Contractor requires such access and use in order to properly and appropriately perform the Services as contemplated by this Contract. The Contractor may only access and use County Data in connection with performance of its duties under this Contract or as specifically directed by the County in writing and may not otherwise use, disclose, modify, merge with other data, commercially exploit, or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by the County in writing. The Contractor acknowledges and agrees that, as between the Parties, the County owns all right, title, and interest in, and all Intellectual Property Rights in and to, all County Data.
- General Security Standards: —
Contractor will be solely responsible for the information technology infrastructure, including all computers, software, databases, electronic systems (including database management systems, email systems, auditing, and monitoring systems) and networks used by or for Contractor (“Contractor Systems”) to access County resources (including County systems), County data or otherwise in connection with the Services and shall prevent unauthorized access to County resources (including County systems) or County data through the Contractor Systems.
- Contractor System(s) and Security: At all times during the contract term, Contractor shall maintain a level of security with regard to the Contractor Systems, that in all events is at least as secure as the levels of security that are common and prevalent in the industry and in accordance with industry best practices (NIST 800-53). Contractor shall maintain all appropriate administrative, physical, technical, and procedural safeguards to secure County data from data breach, protect County data and the Services from loss, corruption, unauthorized disclosure, and from hacks, and the introduction of viruses, disabling devices, malware, and other forms of malicious and inadvertent acts that can disrupt County’s access and use of County data and the Services.
- Contractor and the use of Email: Contractor, including Contractor’s employees and subcontractors, that are provided a County email address must only use the County email system for correspondence of County business. Contractor, including Contractor’s employees and subcontractors, must not access or use personal, non-County Internet (external) email systems from County networks and/or County computing devices. If at any time Contractor’s performance under this Contract requires such access or use, Contractor must submit a written request to County with justification for access or use of personal, non-County Internet (external) email systems from County networks and/or computing devices and obtain County’s express prior written approval.
Contractors who are not provided with a County email address, but need to transmit County data will be required to maintain and transmit County data in accordance with this Agreement.
- OCLSB Subcontractor Participation Percentage - Construction —
- The Bidder must achieve the mandatory Subcontractor participation requirement.
- The Bidders shall indicate the participation on the List of Subcontractors regardless of the dollar value.
- An OCLSB Bidder may count its own participation toward achieving the subcontracting requirement as long as the OCLSB Bidder performs at least 51% of the Contract Price.
- 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 Contractor. No such transfer may be made without the express prior written approval of County. Contractors 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 fiscal year 2020/2021 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.
- PROHIBITED USES AND DISCLOSURES —
- Contractor shall not disclose PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County about an individual to a health plan for payment or health care operations purposes if the PHI pertains solely to a health care item or service for which the health care provider involved has been paid out of pocket in full and the individual requests such restriction, in accordance with 42 USC § 17935(a) and 45 CFR § 164.522(a).
- Contractor shall not directly or indirectly receive remuneration in exchange for PHI County discloses to Contractor or Contractor creates, receives, maintains, or transmits on behalf of County, except with the prior written consent of County and as permitted by 42 USC § 17935(d)(2).
- Project Management, System Administration & Reporting —
The proposed solution must include strong project management support, system flexibility, and robust reporting capabilities to ensure long-term sustainability and adaptability of the street outreach program.
A. Project Management
- The vendor shall provide a dedicated project manager to oversee implementation, configuration, and deployment of the system.
- The project manager must coordinate timelines, deliverables, stakeholder communication, and issue resolution throughout the project lifecycle.
- The vendor must collaborate closely with the County to ensure access and designated in-house project manager to ensure alignment with organizational goals and operational needs.
B. System Flexibility & Administrative Control
- The System must allow for ongoing modifications, configuration changes, and System upgrades without requiring billable customization or development work for routine administrative changes.
- Assigned County staff must have administrative-level access to adjust workflows, data fields, forms, and user permissions as program needs evolve.
- The solution should support scalability and adaptability to accommodate future program expansion, policy changes, and funding requirements.
C. In-House Management Capacity
- The System must be designed to support management and oversight by an in-house project manager or System administrator.
- The vendor shall provide appropriate training and documentation to enable internal staff to manage, maintain, and optimize the System independently over time.
D. Reporting & Data Analytics
- The System must include robust reporting tools that allow for real-time and ad hoc reporting.
- Users must be able to generate standard and customizable reports on outreach activities, client interactions, service outcomes, and program performance.
- The solution should support data export in commonly used formats (e.g., CSV, Excel, PDF).
- Dashboards and visual analytics (e.g., charts, graphs) should be available to support decision-making and reporting to stakeholders, funders, and governing bodies.
E. Performance Monitoring & Continuous Improvement
- The System should enable tracking of key performance indicators (KPIs) relevant to street outreach and homelessness services.
- The vendor should support periodic System reviews and recommend enhancements or upgrades as needed.
F. Project Success Criteria
The System will be considered successful when it:
- Supports HUD-compliant data collection
- Enables integration with required County systems
- Produces real-time operational dashboards
- Demonstrates closed-loop referral tracking
- Improves outreach response monitoring
- Supports compliance reporting requirements
- Provides actionable geographic intelligence for program deployment
- OCLSB Maintaining Participation Levels - Construction —
- Credit and preference points are earned based on the level of participation proposed prior to the award of the Contract. Once the Project begins, Contractor shall achieve and maintain the OCLSB and/or DVBE participation levels for which credit and preference points were earned. Contractor shall maintain the OCLSB and/or DVBE percentages indicated at the Contract Award and throughout the Contract Time.
- If the County modifies the original Scope of Work, the Contractor shall make reasonable efforts to maintain the OCLSB and/or DVBE participation for which creditor preference points were earned. If participation levels will be reduced, written approval shall be received from the County prior to making changes.
- The Contractor shall notify and obtain written approval from the County in advance of any reduction in subcontract scope, termination, or substitution for a designated OCLSB and/or DVBE Subcontractor. Failure to do so shall constitute a material breach of the Contract.
- FACILITY SUBLEASE —
Notwithstanding anything in this Contract the parties agree:
- (a) This Contract in all respects is subordinate and subject to the terms of the Indenture for the State Public Works Board of the State of California Lease Revenue Bonds 2024 Series D (Various Capital Projects) (the “Bonds”), and the Site Lease, the Facility Lease, and the Facility Sublease (including but not limited to, reletting rights) related to the Bonds that involve, or are executed by, the County of Orange and any subsequent indenture or amended or restated site lease, facility lease, and facility sublease entered into to facilitate a refunding of the Bonds; (b) to the extent the Bonds are refunded, the foregoing subordination shall be self-executing and effective automatically without the requirement that any further agreement or confirmation be executed or delivered by County; provided, however, that upon written request from the State Public Works Board in connection with any State Public Works Board Financing, County shall execute such further writings as may be reasonably required to separately document any such subordination; and
- This Contract is subject to the review and written consent of the State Public Works Board and Department of Corrections and Rehabilitation (CDCR) prior to execution, as is any amendment or modification thereto; and
- This Contract shall be terminable by the County, CDCR, or at the direction of the State Public Works Board upon thirty (30) days’ written notice, without penalty or cause.
- Security Failures: —
Any failure by the Contractor to meet the requirements of this Contract with respect to the security of County data, including any related backup, disaster recovery, or other policies, practices or procedures, and any breach or violation by Contractor or its subcontractors or affiliates, or their employees or agents, of any of the foregoing, shall be deemed a material breach of this Contract and may result in termination and reimbursement to County of any fees prepaid by County prorated to the date of such termination. The remedy provided in this paragraph shall not be exclusive and is in addition to any other rights and remedies provided by law or under the Contract.
- Performance Standards —
Subrecipient shall comply with and adhere to the performance accountability standards and general program requirements defined in the " Scope of Services" Attachment and applicable regulations. Should the Performance Requirements defined in the Agreement between the State of California and the County of Orange be changed, County shall have the right to unilaterally modify this Contract to meet such requirements.
A. Accepted professional standards. The performance of work and Services pursuant to this Contract by Subrecipient and its subcontractor’s, if any, shall conform to accepted professional standards associated with all Services provided under this Contract. Subrecipient shall resolve all issues regarding the performance of Subrecipient and its subcontractor’s, if any, under this Contract using good administrative practices and sound judgment. Subrecipient shall be accountable to County for the proper use of funds provided to Subrecipient pursuant to this Contract and for the performance of all work and Services pursuant to this Contract.
B. Performance of Subrecipient. Subrecipient agrees to meet the "Performance Standards" Attachment listed in the Contract.
Administrator or Subrecipient may transfer units of Service from one unit of Service to another unit of Service in the "Scope of Services" Attachment as long as the basic goals and objectives of the program are not altered, and prior written agreement is obtained by Subrecipient from Administrator. Administrator in its sole discretion may increase units of Service in the "Performance Standards" Attachment as a result of a contingency cost increase. Administrator in its sole discretion may decrease units of service in the "Performance Standards" Attachment as a result of a contingency cost decrease. If, at the end of any third, sixth or ninth month, the reported units of service fall below 95% or above 110% of the contracted levels for Older Americans Act or Older Californians Act programs, County, in its sole discretion, may do any, or more than one, of the following:
i. If Administrator determines that Subrecipient’s failure to provide the required levels of Service poses an immediate risk to the health or safety of the older adult clients who should benefit from Services provided by Subrecipient, and that the most effective method of protecting the interests of the older adults is to obtain the Services described herein from another source, County may terminate this Contract immediately in accordance with the Termination Paragraph hereof and pursue all available legal remedies for breach of this Contract, including, but not limited to, the return by Subrecipient of all funds paid by County to Subrecipient that were not expended in accordance with this Contract.
ii. If Administrator determines that Subrecipient’s failure to provide the required levels of service poses an immediate risk to the health or safety of the older adults who should benefit from services provided by Subrecipient, and that the most effective method of protecting the interests of the older adults is to require full performance by Subrecipient of its duties hereunder, County may seek such injunctive relief against Subrecipient as is appropriate and pursue all other available legal remedies for breach of this Contract, including, but not limited to, the return by Subrecipient of all funds paid by County to Subrecipient that were not expended in accordance with this Contract.
iii. If the level of performance falls below the required levels for the California Department of Aging Standard Contract Terms and Conditions or 95% of the level(s) as specified in the " Scope of Services" Attachment and the " Performance Standards" Attachment, Administrator may unilaterally reduce the funding available to Subrecipient under this Contract to reflect the level of service actually provided by Subrecipient, and may unilaterally make concomitant adjustments in the funding amounts set forth in the "Budget Schedule" Attachment of this Contract.
iv. Administrator may demand, and Subrecipient shall submit upon demand, a corrective action plan that shall include an analysis of the causes of the problem, specific actions to be taken to correct the problem, and a timetable for each such action. The corrective action plan is to be submitted to Administrator within ten (10) days of the request from County and implemented in the required time frame. If Subrecipient does not carry out the required corrective action within the designated time frame, County shall have the right, in its sole discretion, to take any, or more than one, of the following actions:
a. Terminate this Contract pursuant to the Termination Paragraph hereof;
b. Discontinue program support until such time as Subrecipient complies with the corrective action plan;
c. Seek appropriate injunctive relief;
d. Collect from Subrecipient all funds paid by County to Subrecipient that were not expended in accordance with this Contract;
e. Collect from Subrecipient damages for breach of this Contract;
f. Reduce the funding available to or hereunder; or
g. Pursue any other available legal or equitable remedy against Subrecipient.
h. Within five (5) days of demand therefore, Subrecipient shall repay to County all funds paid by County to Subrecipient that were not expended in accordance with this Contract.
C. Reporting requirements
i. Subrecipient will be required to submit records, statistical information, financial reports, and program information in electronic or paper format as required by the County of Orange OoA.
ii. Subrecipient shall retain all collected data for the periods specified in the Audit Requirements Paragraph of this Contract. County has the right to review this documentation at any time during normal business hours.
iii. County reserves the right to withhold payment or to terminate this Contract for nonconformance with data collection and reporting requirements.
iv. Subrecipient is required to collect and report program data to OoA, including if applicable, properly registering every client receiving services under this Contract, in compliance with the data reporting system required by the California Department of Aging.
v. Data shall be collected by Subrecipient every time a service is delivered to a registered client. Data shall be reported to OoA monthly, or as designated by Administrator.
vi. Subrecipient will also be required to submit to OoA other records, statistical information, financial reports, invoices, and program information in electronic or paper format on a monthly basis unless otherwise authorized by Administrator. Other program reports will be due within ten days of a written request from OoA.
vii. If County-provided data collection equipment is provided; Subrecipient must maintain such equipment in a secure office environment.
viii. Within 10 days of award of this Contract the Subrecipient must inform the OoA of the designated primary and one back-up staff member who will be responsible for “a” through “e” below. The Subrecipient must inform the OoA within 72 hours of any changes to this designation. New designee(s) will comply with systems training as designated by OoA.
a. Supervising the collection of, or collecting data from this program;
b. Compiling collected data and reconciling it to data collected;
c. Recording collected data in a format required by OoA, using an application required by OoA;
d. Distributing forms and reports to the responsible person and collecting completed forms; and
e. As required, completing all required OoA/CDA forms.
ix. Computer Interface Capability: Subrecipient’s computer must meet the minimum hardware/software requirements specified by the vendor that is contracted with the OoA to provide the required CDA reporting data, if required by Administrator. Subrecipient must also maintain computer hardware/software that is able to send and receive email and attachments from Administrator.
x. Failure to comply with any portion of the system requirements as herein described violates the instructions and specifications of the California Department of Aging Terms and Conditions as required by the State and County. County reserves the right to withhold payment or to terminate this Contract for nonconformance with data collection and reporting requirements.
- Budget Schedule —
Contractor agrees that the expenditures of any and all funds under this Contract will be in accordance with the Budget Schedule and Staffing Plan, a copy of which is attached hereto as Attachment “C”, and which by this reference is incorporated herein and made a part hereof as if fully set forth. Contractor shall ensure all costs incurred under the Contract, and its performance hereunder, shall comply with all applicable laws, regulations, and requirements set forth in Paragraph T (Compliance with Laws) and Paragraph 57 (Compliance with Law – Contract) of this Contract.
- BUSINESS ASSOCIATE TERMINATION —
- Upon County’s knowledge of a material breach or violation by Contractor of the requirements of this Business Associate Agreement, County shall:
- Provide an opportunity for Contractor to cure the material breach or end the violation within thirty (30) business days; or
- Immediately terminate the Contract if Contractor is unwilling or unable to cure the material breach or end the violation within (30) days, provided termination of the Contract is feasible.
- Upon termination of the Contract, Contractor shall either destroy or return to County all PHI Contractor received from County or Contractor created, maintained, or received on behalf of County in conformity with the HIPAA Privacy Rule.
- This provision shall apply to all PHI that is in the possession of Subcontractors or agents of Contractor.
- Contractor shall retain no copies of the PHI.
- In the event that Contractor determines that returning or destroying the PHI is not feasible, Contractor shall provide to County notification of the conditions that make return or destruction infeasible. Upon determination by County that return or destruction of PHI is infeasible, Contractor shall extend the protections of this Business Associate Agreement to such PHI and limit further Uses and Disclosures of such PHI to those purposes that make the return or destruction infeasible, for as long as Contractor maintains such PHI.
- The obligations of this Business Associate Agreement shall survive the termination of the Contract.
- Performance Standards —
Subrecipient shall comply with and adhere to the performance accountability standards and general program requirements described in Sections 116 (Performance Accountability System) and 194 (General Program Requirements) of WIOA and applicable regulations contained in the Performance Standards Attachment of this Contract. Should the Performance Requirements defined in the Contract between the State of California and the County of Orange be changed, County shall have the right to unilaterally modify this Contract to meet such requirements.
- FORM OF BUSINESS ORGANIZATION —
- Form of Business Organization
- Upon the request of Administrator, Contractor shall prepare and submit, within thirty (30) days thereafter, an affidavit executed by persons satisfactory to Administrator, containing, but not limited to, the following information:
- The form of Contractor’s business organization, i.e., proprietorship, partnership, corporation, etc.
- A detailed statement indicating the relationship of Contractor, by way of ownership or otherwise, to any parent organization or individual.
- A detailed statement indicating the relationship of Contractor to any subsidiary business organization or to any individual who may be providing services, supplies, material, or equipment to Contractor or in any manner does business with Contractor under this Contract.
- Change in Form of Business Organization
- If, during the term of this Contract, the form of Contractor’s business organization changes, or the ownership of Contractor changes, or when changes occur between Contractor and other businesses that could impact services provided through this Contract, Contractor shall promptly notify Administrator, in writing, detailing such changes. A change in the form of business organization may, at County's sole discretion, be treated as an attempted assignment of rights or delegation of duties of this Contract.
- Contractor’s Project Manager and Key Personnel —
Contractor shall appoint a Project Manager to direct Contractor’s efforts in fulfilling Contractor’s obligations under this Contract. This Project Manager shall be subject to approval by County and shall not be changed without the written consent of County’s Project Manager, which consent shall not be unreasonably withheld.
Contractor’s Project Manager shall be assigned to this project for the duration of Contract and shall diligently pursue all work and services to meet the project time lines. County’s Project Manager shall have the right to require the removal and replacement of Contractor’s Project Manager from providing services to County under this Contract. County’s Project manager shall notify Contractor in writing of such action. Contractor shall accomplish the removal within five (5) business days after written notice by County’s Project Manager. County’s Project Manager shall review and approve the appointment of the replacement for Contractor’s Project Manager. County is not required to provide any additional information, reason or rationale in the event it requires the removal of Contractor’s Project Manager from providing further services under Contract.
- Employers Liability Insurance —
Minimum limits and coverage
$1,000,000 per accident or disease
- Publication —
No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance or prepared in connection with this Contract, are to be released by Contractor and/or anyone acting under the supervision of Contractor to any person, partnership, company, corporation, or department, without prior written approval by the County, except as necessary for the performance of the services of this Contract. All press releases, including graphic display information to be published in newspapers, magazines, etc., are to be administered only by the County unless otherwise agreed to by both Parties.
- Payments —
Subrecipient agrees that any and all funds received under this Contract annually for each respective fiscal year shall be disbursed on or before June 30, and that any and all funds remaining as of June 30 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 of Subrecipient will be reimbursed by County if incurred after June 30 of each fiscal year.
Upon the effective date of this Contract, County shall make payment to Subrecipient in accordance with the following payment schedule:
A. Monthly Payments: Beginning August 1, 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 of this Contract for additional information.
- PERFORMANCE STANDARDS —
Subrecipient shall comply with and adhere to the performance accountability standards as described in this Contract and applicable regulations and the activity levels to be utilized by County for program evaluation and monitoring included, but not limited to those listed in the "Performance Standards" attached hereto and incorporated herein by reference.
- Security Breach Notification: —
- In the event Contractor becomes aware of any act, error or omission, negligence, misconduct, or security incident including unsecure or improper data disposal, theft, loss, unauthorized use and disclosure or access, that compromises or is suspected to compromise the security, availability, confidentiality, and/or integrity of County data or the physical, technical, administrative, or organizational safeguards required under this Contract that relate to the security, availability, confidentiality, and/or integrity of County data, Contractor shall, at its own expense,
- Immediately (or within 24 hours of potential or suspected breach), notify the County’s Chief Information Security Officer and County Privacy Officer of such occurrence;
- Perform a root cause analysis of the actual, potential, or suspected breach;
- Provide a remediation plan that is acceptable to County within 30 days of verified breach, to address the occurrence of the breach and prevent any further incidents;
- Conduct a forensic investigation to determine what systems, data, and information have been affected by such event; and
- Cooperate with County and any law enforcement or regulatory officials investigating such occurrence, including but not limited to making available all relevant records, forensics, investigative evidence, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by County and/or any law enforcement or regulatory officials, and
- Perform or take any other actions required to comply with applicable law as a result of the occurrence (at the direction of County).
- County shall make the final decision on notifying County officials, entities, employees, service providers, and/or the general public of such occurrence, and the implementation of the remediation plan. If notification to particular persons is required under any law or pursuant to any of County’s privacy or security policies, then notifications to all persons and entities who are affected by the same event shall be considered legally required. Contractor shall reimburse County for all notification and related costs incurred by County arising out of or in connection with any such occurrence due to Contractor’s acts, errors or omissions, negligence, and/or misconduct resulting in a requirement for legally required notifications.
- In the case of a breach, Contractor shall provide third-party credit and identity monitoring services to each of the affected individuals for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals.
- Contractor shall indemnify, defend with counsel approved in writing by County, and hold County and County Indemnitees harmless from and against any and all claims, including reasonable attorney’s fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from County in connection with the occurrence.
Notification shall be sent to:
Andrew Alipanah, MBA, CISSP
Chief Information Security Officer
721 S. Parker St.
Suite 200
Orange, CA 92868
Phone: (714) 567-7611
Andrew.Alipanah@ocit.ocgov.com
Linda Le, CHPC, CHC, CHP
County Privacy Officer
721 S. Parker St.
Suite 200
Orange, CA 92868
Phone: (714) 834-4082
Linda.Le@ocit.ocgov.com
- USE OF COUNTY PROPERTY —
[Use paragraph below if the Contractor will be required to be co-located and will use a portion of office space at a SSA facility.]
- Contractor shall be co-located with County staff, at a County facility, to provide services under this Contract. Contractor shall enter into a rent-free license agreement with Administrator for the co-location and shall execute all terms and conditions of said agreement upon Administrator’s presentation of said document to Contractor. Failure to execute and abide by the license agreement will result in a breach of this Contract. [If you have a situation where Contractor’s staff are being co-located at a County facility or vice versa, check to make sure we have the appropriate real estate agreement in place (i.e., lease or license agreement.) Check with your supervisor and SSA Real Estate.]
or
[If the Contractor will be required to use an entire building owned by SSA (e.g., Tustin Family Campus), use below paragraph. Describe the building accordingly.]
- During the entire term of this Contract, Contractor shall provide services at a two-story, residential style structure located at Tustin Family Campus, a facility wholly owned and operated by County of Orange. Contractor shall enter into a license agreement [add license number, if known], with a term of July 1, 20XX to June 30, 20XX, with Administrator for facilities provided by Administrator and shall execute all terms and conditions of said agreement upon Administrator’s presentation of said document to Contractor. Failure to execute the license agreement will result in a breach of this Contract. [Check with your supervisor and SSA Real Estate.]
- Contractor is responsible for any costs associated with Fair Employment and Housing Act and Americans with Disabilities Act accommodations for its own employees at County facilities. County may, at its sole discretion and on a case-by-case basis, provide for such accommodations at no cost to Contractor.
- Network Security & Privacy Liability —
Minimum limits and coverage
$1,000,000 per claims-made
Coverage may be standalone or combined with a Cyber Liability policy. If combined, the Certificate of Insurance must indicate “Network Security & Privacy Liability” with the required limits shown.
The policy shall include coverage to sufficiently cover all the actions of the Contractor including but not limited to claims for Network Security, Privacy Liability, Media Liability, Cyber Extortion, Regulatory Proceeding, Data Breach, System Failure, Electronic Data Recovery, and Payment Card Industry Data Security Standard (PCI-DSS), and Social Engineering. Coverage shall also include breach response costs, credit monitoring and regulatory fines.
Claims-Made Coverage
If Contractor's Network Security & Privacy Liability is a "Claims-Made" policy, Contractor shall agree to the following:
- The retroactive date must be shown and must be before the date of the Contract or the beginning of the Contract services.
- Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after expiration or earlier termination of Contract services.
- If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the contract services, Contractor must purchase a claim extended reporting period for a minimum of three (3) years after expiration of earlier termination of the Contract services.
- OCLSB Subcontractor and Supplier Substitutions - Construction —
Listed Subcontractors and Suppliers shall not be substituted without the written authorization of the County or its duly authorized agent.
Request for Subcontractor or Supplier substitution shall be made in writing to:
County of Orange/Department Name
Attn: Contact Full Name, Title
Contact Address
Email: Contact Email Address
The request shall include a thorough explanation of the reason(s) for the substitution, including dollar amounts and a letter from each substituted Subcontractor or Supplier stating that they (the Subcontractors or Suppliers) release all interest in working on the Project and written confirmation from the new Subcontractor or Supplier stating that they agree to work on the Project along with the dollar value of the Work to be performed.
Written approval of the substitution request shall be received from the County or its authorized officer prior to any unlisted Subcontractor or Supplier performing Work on the Project. Substitution of Subcontractors and Suppliers without authorization shall subject you to those penalties set forth in Public Contract Code §4110.
Requests for Supplier substitution shall be made in writing at least ten (10) Days prior to the provision of materials, supplies, or services by the proposed Supplier and shall include proof of written notice to the originally listed Supplier of the proposed substitution.
A Contractor whose Bid is accepted shall not:
- Substitute a person as Subcontractor or Supplier in place of the Subcontractor or Supplier listed in the original bid, except that the County, or it’s duly authorized officer, may consent to the substitution of another person as a Subcontractor or Supplier in any of the following situations:
- When the Subcontractor or Supplier listed in the Bid, after having a reasonable opportunity to do so, fails or refuses to execute a written Contract for the scope of work specified in the subcontractor’s bid and at the price specified in the subcontractor’s bid, when that written contract, based upon the general terms, conditions, plans, and specifications for the project involved or the terms of the subcontractor’s written bid, is presented to the subcontractor by the prime contractor.
- When the listed Subcontractor or Supplier becomes insolvent or the subject of an order for relief in bankruptcy.
- When the listed Subcontractor or Supplier fails or refuses to perform his or her subcontract.
- When the listed Subcontractor fails or refuses to meet bond requirements as set forth in Public Contract Code §4108.
- When you demonstrate to the County or it’s duly authorized officer, subject to the provisions set forth in Public Contract Code §4107.5, that the name of the Subcontractor was listed as the result of an inadvertent clerical error.
- When the listed Subcontractor is not licensed pursuant to Contractor License Law.
- When the County, or it’s duly authorized officer, determines that the Work performed by the listed Subcontractor or that the materials or supplies provided by the listed Supplier are substantially unsatisfactory and not in substantial accordance with the Plans and specifications or that the Subcontractor or Supplier is substantially delaying or disrupting the progress of the Work.
- When the listed Subcontractor is ineligible to work on a public works project pursuant to §§1777.1 or 1777.7 of the Labor Code.
- When the County or its duly authorized agent determines that the listed Subcontractor is not a responsible contractor.
- Permit a Contract to be voluntarily assigned or transferred or allow it to be performed by anyone other than the original Subcontractor, Supplier listed in the original Bid without the consent of the County, or it’s duly authorized officer.
- Other than in the performance of “Change Orders” causing changes or deviations from the Contract, sublet or subcontract any portion of the Work, or contract for materials or supplies in excess of 0.5% of your total bid or $10,000, whichever is greater, as to which his or her original Bid did not designate a Subcontractor or Supplier.
- Payments —
Subrecipient agrees that any and all funds received under this Contract annually for each respective fiscal year shall be disbursed on or before June 30, and that any and all funds remaining as of June 30 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 of Subrecipient will be reimbursed by County if incurred after June 30 of each fiscal year.
Upon the effective date of this Contract, County shall make payment to Subrecipient in accordance with the following payment schedule:
A. Monthly Payments: Beginning August 1, 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 15th day following the month being reported. If the 15th 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 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.
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 for additional information.
- Contractor Personnel – Reference Checks —
Contractor warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to adequately perform the work under this Contract. Contractor’s employees assigned to this project must meet character standards as demonstrated by background investigation and reference checks, coordinated by the agency/department issuing this Contract.
- SERVICE LEVEL FEE REDUCTIONS —
Failure by the Contractor to meet the application performance and service level guarantees as stated in Attachment XX – note to buyer obtain vendor's Service Level Agreement. The Parties agree that the Fee Reductions reflect the diminished value of the Services as a result of Contractor failure to provide the Services in accordance with Attachment XX – note to buyer obtain vendor's Service Level Agreement and, accordingly do not constitute nor shall be construed or interpreted as penalties. Fee Reductions shall in no event be the sole and exclusive remedy of County with respect to any failure of the Contractor as described in this clause. Fee Reductions shall be in the buyer note - review and indicate remedies. The Contractor shall provide a corrective action plan no later than seventy-two (72) hours of identification of performance issues.
- Drug Free Workplace: —
Contractor shall execute and abide by the Drug Free Workplace Certification attached hereto as Exhibit 1 and incorporated herein by this reference.
- DATA LOCATION —
Except where the Contractor obtains the County’s prior written approval, the physical location of the Contractor’s data center where County Data is stored shall be within the United States.
- Contractor’s Expense —
The Contractor 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.
- 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 WIOA and all applicable laws, regulations, and requirements set forth in Compliance with Law – Contract paragraph of this Contract.
- Budget Schedule —
Subrecipient agrees that the expenditures of any and all funds under this Contract will be in accordance with the "Budget Schedule" Attachment, a copy of which is attached hereto, and which by this reference is incorporated herein and made a part hereof as if fully set forth.
- NON-DISCRIMINATION —
- In the performance of this Contract, Contractor agrees that it shall not engage nor employ any unlawful discriminatory practices in the admission of clients, provision of services or benefits, assignment of accommodations, treatment, evaluation, employment of personnel, or in any other respect, on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military and veteran status, or any other protected group, in accordance with the requirements of all applicable federal or State laws.
- Contractor shall furnish any and all information requested by Administrator and shall permit Administrator access, during business hours, to books, records, and accounts in order to ascertain Contractor’s compliance with this Paragraph et seq.
- Non-Discrimination in Employment
[Include the following language in contracts budgeted in excess of $10,000.]
- Contractor shall comply with Executive Order 11246, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375, and as supplemented in Department of Labor regulations (Title 41 CFR Part 60).
- All solicitations or advertisements for employees placed by or on behalf of Contractor shall state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military and veteran status, or any other protected group, in accordance with the requirements of all applicable federal or State laws. Notices describing the provisions of the equal opportunity clause shall be posted in a conspicuous place for employees and job applicants.
- Contractor shall refer any and all employees desirous of filing a formal discrimination complaint to:
California Department of Fair Employment
2218 Kausen Drive, Suite 100
Elk Grove, CA 95758
Telephone: (800) 884-1684
(800) 700-2320 (TTY)
- Non-Discrimination in Service Delivery
- Contractor shall comply with Titles VI and VII of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975, as amended; the Food Stamp Act of 1977, as amended, and in particular 7 CFR section 272.6; Title II of the Americans with Disabilities Act of 1990, as amended; California Civil Code Section 51 et seq., as amended; California Government Code (CGC) Sections 11135-11139.5, as amended; CGC Section 12940 (c), (h), (i), and (j); CGC Section 4450; Title 22, California Code of Regulations (CCR) Sections 98000-98413; the Dymally-Alatorre Bilingual Services Act (CGC Section 7290-7299.8); Section 1808 of the Removal of Barriers to Interethnic Adoption Act of 1996; and other applicable federal and State laws, as well as their implementing regulations (including Title 45 CFR Parts 80, 84, and 91; Title 7 CFR Part 15; and Title 28 CFR Part 42), and any other law pertaining to Equal Employment Opportunity, Affirmative Action, and Nondiscrimination, as each may now exist or be hereafter amended. Contractor shall not implement any administrative methods or procedures which would have a discriminatory effect or which would violate the California Department of Social Services (CDSS) [“CDSS” was defined in subparagraph 5.3, Licenses and Standards. If you kept that subparagraph, use “CDSS” instead of defining the term again.] Manual of Policies and Procedures (MPP) Division 21, Chapter 21-100. If there are any violations of this Paragraph, CDSS shall have the right to invoke fiscal sanctions or other legal remedies in accordance with WIC Section 10605, or CGC Sections 11135-11139.5, or any other laws, or the issue may be referred to the appropriate federal agency for further compliance action and enforcement of this Paragraph et seq.
- Contractor shall provide any and all clients desirous of filing a formal complaint any and all information as appropriate:
- Pamphlet: “Your Rights Under California Welfare Programs” (PUB 13)
- Discrimination Complaint Form
- Civil Rights Contacts:
County Civil Rights Contact:
Orange County Social Services Agency
Program Integrity
Attn: Civil Rights Coordinator
P.O. Box 22001
Santa Ana, CA 92702-2001
Telephone: (714) 438-8877
State Civil Rights Contact:
California Department of Social Services
Civil Rights Bureau
P.O. Box 944243, M/S 8-16-70
Sacramento, CA 94244-2430
Telephone: (916) 654-2107
Toll Free: (866) 741-6241
Federal Civil Rights Contact:
Office for Civil Rights
U.S. Department of Health and Human Services
90 7th Street, Suite 4-100
San Francisco, CA 94103
Customer Response Center: (800) 368-1019
- The following websites provide Civil Rights information, publications and/or forms:
- https://www.cdss.ca.gov/Portals/9/FMUForms/M-P/PUB470.pdf?ver=2021-05-10-164956-817 (Pub 470 - Your rights Under Adult Protective Services)
- http://www.cdss.ca.gov/inforesources/Civil-Rights/Your-Rights-Under-California-Welfare-Program (Pub 13 – Your Rights Under California Welfare Programs)
- http://ssa.ocgov.com/about/services/contact/complaints/comply [Social Services Agency (SSA) Contractor and Vendor Compliance page]
- Technology Errors & Omissions —
Minimum limits and coverage
$1,000,000 per claims-made; $1,000,000 aggregate
Claims-Made Coverage
If Contractor's Technology Errors & Omissions is a "Claims-Made" policy, Contractor shall agree to the following:
- The retroactive date must be shown and must be before the date of the Contract or the beginning of the Contract services.
- Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after expiration or earlier termination of Contract services.
- If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the contract services, Contractor must purchase a claim extended reporting period for a minimum of three (3) years after expiration of earlier termination of the Contract services.
- Security Audits: —
- Contractor shall maintain complete and accurate records relating to its system and Organization Controls (SOC) Type II audits or equivalent’s data protection practices, internal and external audits, and the security of any of County-hosted content, including any confidentiality, integrity, and availability operations (data hosting, backup, disaster recovery, external dependencies management, vulnerability testing, penetration testing, patching, or other related policies, practices, standards, or procedures).
- Contractor shall inform County of any internal/external security audit or assessment performed on Contractor’s operations, information and cyber security program, disaster recovery plan, and prevention, detection, or response protocols that are related to hosted County content, within sixty (60) calendar days of such audit or assessment. Contractor will provide a copy of the audit report to County within thirty (30) days after Contractor’s receipt of request for such report(s).
- Contractor shall reasonably cooperate with all County security reviews and testing, including but not limited to penetration testing of any cloud-based solution provided by Contractor to County under this Contract. Contractor shall implement any required safeguards as identified by County or by any audit of Contractor’s data privacy and information/cyber security program.
- In addition, County has the right to review Plans of Actions and Milestones (POA&M) for any outstanding items identified by the SOC 2 Type II report requiring remediation as it pertains to the confidentiality, integrity, and availability of County data. County reserves the right, at its sole discretion, to immediately terminate this Contract or a part thereof without limitation and without liability to County if County reasonably determines Contractor fails or has failed to meet its obligations under this section
- Contractor Personnel – Uniform/Badges/Identification —
Contractor warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to accept the kind of responsibility under this Contract. All Contractor’s employees shall be required to wear uniforms, badges, or other means of identification which are to be furnished by Contractor and must be worn at all times while working on County property. The assigned Deputy Procurement Agent must be notified in writing, within seven (7) days of notification of award of Contract of the uniform and/or badges and/or other identification to be worn by employees prior to beginning work and notified in writing seven (7) days prior to any changes in this procedure.
- 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. Contractor shall ensure all D-U-N-S information is up to date and the D-U-N-S number status is “active,” with no active exclusions prior to execution of this Contract. If County cannot access the Contractor’s D-U-N-S information related to this Federal subaward on the Federal Funding Accountability and Transparency Act subaward Reporting system (SAM.GOV) due to errors in the Contractor’s data entry for its D-U-N-S number, the Contractor must immediately update the information as required.
The County reserves the right to verify and validate any information prior to contract award and during the entire term of the Contract.
- PERSONAL INFORMATION PRIVACY AND SECURITY CONTRACT —
Any reference to statutory, regulatory, or contractual language herein shall be to such language as in effect or as amended.
- Definitions:
- "Breach" shall have the meaning given to such term under the IEA and CMPPA. It shall include a "PII loss" as that term is defined in the CMPPA.
- "Breach of the security of the system" shall have the meaning given to such term under the California Information Practices Act, Civil Code § 1798.29(d).
- "CMPPA Agreement" means the Computer Matching and Privacy Protection Act Agreement between the Social Security Administration and the California Health and Human Services Agency (CHHS).
- "DHCS PI" shall mean Personal Information, as defined below, accessed in a database maintained by the County or California Department of Health Care Services (DHCS), received by Contractor from the County or DHCS or acquired or created by Contractor in connection with performing the functions, activities and services specified in the Contract on behalf of the County.
- "IEA" shall mean the Information Exchange Agreement currently in effect between the Social Security Administration (SSA) and DHCS.
- "Notice-triggering Personal Information" shall mean the personal information identified in Civil Code section 1798.29(e) whose unauthorized access may trigger notification requirements under Civil Code § 1709.29. For purposes of this provision, identity shall include, but not be limited to, name, identifying number, symbol, or other identifying particular assigned to the individual, such as a finger or voice print, a photograph or a biometric identifier. Notice-triggering Personal Information includes PI in electronic, paper or any other medium.
- "Personally Identifiable Information" (PII) shall have the meaning given to such term in the IEA and CMPPA.
- "Personal Information" (PI) shall have the meaning given to such term in California Civil Code§ 1798.3(a).
- "Required by law" means a mandate contained in law that compels an entity to make a use or disclosure of PI or PII that is enforceable in a court of law. This includes, but is not limited to, court orders and court-ordered warrants, subpoenas or summons issued by a court, grand jury, a governmental or tribal inspector general, or an administrative body authorized to require the production of information, and a civil or an authorized investigative demand. It also includes Medicare conditions of participation with respect to health care providers participating in the program, and statutes or regulations that require the production of information, including statutes or regulations that require such information if payment is sought under a government program providing public benefits.
- "Security Incident" means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of PI, or confidential data utilized in complying with this Contract; or interference with system operations in an information system that processes, maintains or stores Pl.
- DHCS PI and PII Uses and Disclosure:
- Permitted Uses and Disclosures of DHCS PI and PII by Contractor. Except as otherwise indicated in these terms and conditions, Contractor may use or disclose DHCS PI only to perform functions, activities, or services for or on behalf of the County pursuant to the terms of the Contract provided that such use or disclosure would not violate the California Information Practices Act (CIPA) if done by the County.
- Responsibilities of Contractor
Contractor agrees:- Nondisclosure. Not to use or disclose DHCS PI or PII other than as permitted or required by this Personal Information Privacy and Security Contract or as required by applicable state and federal law.
- Safeguards. To implement appropriate and reasonable administrative, technical, and physical safeguards to protect the security, confidentiality and integrity of DHCS PI and PII, to protect against anticipated threats or hazards to the security or integrity of DHCS PI and PII, and to prevent use or disclosure of DHCS PI or PII other than as provided for by this Personal Information Privacy and Security Contract. Contractor shall develop and maintain a written information privacy and security program that include administrative, technical and physical safeguards appropriate to the size and complexity of Contractor 's operations and the nature and scope of its activities, which incorporate the requirements of Paragraph (c), below. Contractor will provide County with its current policies upon request.
- Security. Contractor shall ensure the continuous security of all computerized data systems containing DHCS PI and PII. Contractor shall protect paper documents containing DHCS Pl and PII. These steps shall include, at a minimum:
- Complying with all of the data system security precautions listed in the Section titled "Data Security Requirements" of the Business Associate Contract; and
- Providing a level and scope of security that is at least comparable to the level and scope of security established by the Office of Management and Budget in OMB Circular No. A-130, Appendix III-Security of Federal Automated Information Systems, which sets forth guidelines for automated information systems in Federal agencies.
- If the data obtained by Contractor from County includes PII, Contractor shall also comply with the substantive privacy and security requirements in the Computer Matching and Privacy Protection Act Agreement between the SSA and the California Health and Human Services Agency (CHHS) and in the Agreement between the SSA and DHCS, known as the Information Exchange Agreement (IEA). The specific sections of the IEA with substantive privacy and security requirements to be complied with are sections E, F, and G, and in Attachment 4 to the IEA, Electronic Information Exchange Security Requirements, Guidelines and Procedures for Federal, State and Local Agencies Exchanging Electronic Information with the SSA. Contractor also agrees to ensure that any of Contractor’s agents or subcontractors, to whom Contractor provides DHCS PII agree to the same requirements for privacy and security safeguards for confidential data that apply to Contractor with respect to such information.
- Mitigation of Harmful Effects. To mitigate, to the extent practicable, any harmful effect that is known to Contractor of a use or disclosure of DHCS PI or PII by Contractor or its subcontractors in violation of this Personal Information Privacy and Security Contract.
- Contractor 's Agents and Subcontractors. To impose the same restrictions and conditions set forth in this Personal Information and Security Contract on any subcontractors or other agents with whom Contractor subcontracts any activities under the Contract that involve the disclosure of DHCS PI or PII to such subcontractors or other agents.
- Availability of Information. To make DHCS PI and PII available to the DHCS and/or County for purposes of oversight, inspection, amendment, and response to requests for records, injunctions, judgments, and orders for production of DHCS PI and PII. If Contractor receives DHCS PII, upon request by County and/or DHCS, Contractor shall provide County and/or DHCS with a list of all employees, contractors and agents who have access to DHCS PII, including employees, contractors and agents of its subcontractors and agents.
- Cooperation with County. With respect to DHCS PI, to cooperate with and assist the County to the extent necessary to ensure the DHCS’s compliance with the applicable terms of the CIPA including, but not limited to, accounting of disclosures of DHCS PI, correction of errors in DHCS PI, production of DHCS PI, disclosure of a security breach involving DHCS PI and notice of such breach to the affected individual(s).
- Breaches and Security Incidents. During the term of the Contract, Contractor agrees to implement reasonable systems for the discovery of any breach of unsecured DHCS PI and PII or security incident. Contractor agrees to give notification of any beach of unsecured DHCS PI and PII or security incident in accordance with the Section titled "Breach Discovery and Notification," of the Business Associate Contract to the Contract.
- Designation of Individual Responsible for Security. Contractor shall designate an individual, (e.g., Security Officer), to oversee its data security program who shall be responsible for carrying out the requirements of this Personal Information Privacy and Security Contract and for communicating on security matters with the County.
- Professional Liability —
Minimum limits and coverage
$1,000,000 per claims-made or occurrence; $1,000,000 aggregate
Coverage for all claims from any actual or alleged negligent act, error, or omission related to professional services required under this Contract. Coverage may be standalone or combined with another Liability policy. If combined, the total combined limit shall be the same or greater than if the policies were separate.
Claims-Made Coverage
If Contractor's Professional Liability is a "Claims-Made" policy, Contractor shall agree to the following:
- The retroactive date must be shown and must be before the date of the Contract or the beginning of the Contract services.
- Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after expiration or earlier termination of Contract services.
- If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the contract services, Contractor must purchase a claim extended reporting period for a minimum of three (3) years after expiration of earlier termination of the Contract services.
- 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 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.
- Modification of Budget Schedule —
Upon written approval, County shall have the authority to transfer allocated program funds from one category of the overall program Budget to any other category of the overall Budget. No such 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 Contract Manager no later than 10 days after the end of the first three quarters as necessary. County initiated adjustments do not count towards the three allowed modification each year.
- SOURCE CODE AND CONTRACTOR'S INSOLVENCY —
In the event Contractor becomes insolvent or bankrupt, Contractor will grant to the County a nonexclusive, nontransferable license for access and use to Contractor’s Agenda System Source Code and documentation for the use restricted by this contract. County agrees:
- That no copies of the Source Code in any form will be given by the County to any third party except as expressly permitted under the terms of this Contract or required by law, except that access or use by the County or its subcontractors (if any) solely for the purposes of maintaining, upgrading, modifying, or enhancing the Agenda System Software shall be permitted;
- To reproduce Contractor’s copyright notice on all material related to or part of the Contractor’s Agenda System on which any such copyright notice is displayed, including any copies made pursuant to this Contract;
- Not to remove any copyright notices, trademark credits, confidentiality notice, mark, legend, or other information included in the Contractor’s Agenda System; and
- Not to purport to sell, transfer, or assign any intellectual property rights or other rights in or to the Contractor’s Agenda System except as expressly permitted by this Contract.
- BUDGET SCHEDULE —
Subrecipient agrees that the expenditures of any and all funds under this Contract will be in accordance with the "Budget Schedule", a copy of which is attached hereto, and which by this reference is incorporated herein and made a part hereof as if fully set forth.
- NOTICE OF DELAYS —
Except as otherwise provided under this Contract, when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Contract, that party shall, within one (1) business day, give notice thereof, including all relevant information with respect thereto, to the other party
- Sexual Abuse and Molestation —
Minimum limits and coverage
$1,000,000 per occurrence
Required Coverage
Coverage must be written on an occurrence form and may be standalone or combined with any other Liability policy. If combined, the total combined limit shall be the same or greater than if the policies were separate.
- Modification of Program Components and Service Levels —
The Parties hereto agree that those program components and service levels detailed in Attachments A, B, and/or C may be modified upon mutual written agreement of the Director and Contractor so long as the total payments under this Contract are not increased and the basic goals and objectives of the program are not altered. Should the State of California modify any program component and/or service level detailed in Attachment A, B, and/or C then the County shall have the right to unilaterally modify this Contract to meet such requirements.
- County may at any time, unilaterally, by written notification to Contractor, make changes within the general scope of this Contract, including, in the definition of services 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 program services operations or performance, the operations or performance of Contractor, or changes in applicable statutes, regulations or State of California or Federal mandates or directives, or for other reasons. The Contractor shall review the County’s written notification, resolve any questions regarding the change, and indicate its understanding of the additional expectation within three (3) business days after receipt of notification. Contractor shall perform all such changes promptly but in no event later than 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.
- Contractor and County shall make a good faith effort to reach agreement with respect to changes to the scope, which affect the price of services under the Contract. Contractor’s protest or failure to agree to the amount of any adjustment to be made as a result of the anticipated amendment shall be a dispute for which an appeal may be made pursuant to this Contract. Notwithstanding the foregoing, the price of services under this Contract shall not be increased except by written amendment of this Contract indicating the new services and price of this Contract if applicable. Until the Parties reach agreement, Contractor shall not be obligated to assume increased performance under the anticipated amendment beyond the limitation of funds established within this Contract.
- Contractor may request changes in the scope of performance or services under this Contract, by submitting a written request to the County’s Project Manager describing the request and its impact on the Scope of Services and Budget Schedule. The County’s Project Manager will review the request and respond in writing within ten (10) business days. The County’s Project Manager’s decision whether to approve the request or request Board of Supervisors’ approval shall be final. The Contract Administrator may approve a request that meets all of the following criteria:
- It does not materially change the terms of this Contract, and
- It is supported by adequate consideration to County.
Board of Supervisors’ action is necessary to approve a request from Contractor that does not satisfy all of the criteria listed above.
- Business Continuity and Disaster Recovery (BCDR): —
- For the purposes of this section, “Recovery Point Objectives” means the maximum age of files (data and system configurations) that must be recovered from backup storage for normal operations to resume if a computer, system, or network goes down as a result of a hardware, program, or communications failure (establishing the data backup schedule and strategy). “Recovery Time Objectives” means the maximum duration of time and a service level within which a business process must be restored after a disaster (or disruption) in order to avoid unacceptable consequences associated with a loss of functionality.
- The Contractor shall maintain a comprehensive risk management program focused on managing risks to County operations and data, including mitigation of the likelihood and impact of an adverse event occurring that would negatively affect contracted services and operations of the County. Business continuity management will enable the Contractor to identify and minimize disruptive risks and restore and recover hosted County business-critical services and/or data within the agreed terms following an adverse event or other major business disruptions. Recovery and timeframes may be impacted when events or disruptions are related to dependencies on third-parties. The County and Contractor will agree on Recovery Point Objectives and Recovery Time Objectives (as needed) and will periodically review these objectives. Any disruption to services of system will be communicated to the County within 4 hours, and every effort shall be undertaken to restore contracted services, data, operations, security, and functionality.
- All data and/or systems and technology provided by the Contractor internally and through third-party vendors shall have resiliency and redundancy capabilities to achieve high availability and data recoverability. Contractor Systems shall be designed, where practical and possible, to ensure continuity of service(s) in the event of a disruption or outage.
- 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.
- DISENTANGLEMENT PROCESS —
In the event of expiration of the Term or termination of this Contract, in whole or in part, the Contractor will perform disentanglement services to transition responsibility for the provision of Services to a replacement contractor or to the County itself (“Disentanglement Services”). The Disentanglement Services shall begin on the expiration date of the Term or termination date of this Contract and, unless the Parties subsequently agree in writing to extend the Term, the Contractor shall continue to provide Disentanglement Services, in accordance with this Section XX or as the County reasonably requests, until the earlier of a Disentanglement satisfactory to the County has been completed or twelve (12) months after the expiration of the Term or termination date, as appropriate.
As soon as reasonably practicable after the Disentanglement Services begin, the Contractor and the County shall develop a plan in good faith that specifies the tasks to be performed by the Parties during disentanglement and the schedule for the performance of such tasks. Unless otherwise agreed by the Parties in writing, such plan shall not in any respect lessen or eliminate the Contractor’s obligations under this Contract to provide all Disentanglement Services necessary and reasonably requested by the County. The plan will be developed, implemented, and concluded with full disentanglement with all due speed, not to exceed twelve (12) months.
The Parties shall cooperate fully with one another, and any replacement contractor, to facilitate a smooth transition of the Services from the Contractor to the replacement contractor or the County. The Disentanglement Services will be provided to the County by the Contractor regardless of the reason for termination or expiration. The Contractor shall continue to provide the Services during disentanglement in a manner consistent with the Contractor’s provision and performance of such Services during the period such Services were provided to the County hereunder, with no material interruption of the Services and no material adverse impact on the provision of the Services.
All Disentanglement Services performed by the Contractor shall be performed by the Contractor at no additional cost to the County beyond what the County would pay for the Services.
- Contractor’s Records —
Contractor shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by Contractor in accordance with generally accepted accounting principles. These records shall be stored in Orange County for a period of three (3) years after final payment is received from County. Storage of records in another county will require written approval from County of Orange assigned Deputy Procurement Agent.
- 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" Attachment and which by this reference is incorporated herein and made a part hereof as if fully set forth.
- Literature/Publicity —
Any literature distributed by Contractor for the purpose of apprising businesses, participants, or the general public of its programs under this Contract shall state that its program, wholly or in part, is funded through County, State and Federal government funds; are supported by the County of Orange and the Orange County Development Board and shall state that the program is an "equal opportunity employer/program" and that "auxiliary aids and services are available upon request to individuals with disabilities.
- Conditions Affecting Work —
Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions which can affect the work or the cost thereof. Any failure by Contractor to do so will not relieve Contractor 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.
- Employee Dishonesty —
Minimum coverage
Coverage must include property of third party/County.
- Amount commensurable to the exposure.
- The County of Orange shall be the loss payee on the Employee Dishonesty coverage. A Loss Payee endorsement evidencing that the County of Orange is a Loss Payee shall accompany the Certificate of Insurance.
- PAYMENT REQUIREMENTS —
If funding levels are significantly affected by state or federal budget and funds are not allocated and available for the continuance of the function performed by Subrecipient, the Contract may be terminated by the County at the end of the period for which funds are available. The County shall notify Subrecipient at the earliest possible time of any service, which will or may be affected by a shortage of funds. No penalty shall accrue to the County in the event this provision is exercised and the County shall not be obligated nor liable for any damages as a result of termination under this provision of this Contract, and nothing herein shall be construed as obligating the County to expend or as involving the County in any Contract or other obligation for future payment of money in excess of appropriations authorized by law.
A. Contract Amount: It is expressly agreed and understood that the total amount to be paid by County under this Contract shall not exceed the total County funding as set forth in the "Payment/Compensation" to Subrecipient attached hereto and incorporated herein by reference.
B. County will reclaim any unused balance of funds for reallocation to other County approved projects.
C. Payment of Project Activities:
1. Payment of Project Activities: County will reimburse Subrecipient for eligible project-related costs only. Subrecipient shall submit requests for reimbursement to County on a monthly basis beginning on August 1, 2024, and must provide adequate documentation as required by County in accordance with the "OC Community Resources Contract Reimbursement Policy" Exhibit, attached hereto and incorporated herein by reference. In addition, Subrecipient will provide a progress Grantee Performance Report (“GPR Information Form”) for the time period covered, as prescribed by County. Failure to provide any of the required documentation and reporting 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 and reporting has been received and approved by County.
2. If Subrecipient has no request for reimbursement during any quarter during the term of this Contract, a GPR Information Form, including and explanation as to why no invoices were being processed, shall be required in lieu of a request for reimbursement.
3. The following “Required Expenditure Threshold” criteria have been established to guide the Subrecipient in structuring and scheduling their expenditure of funds received through this Contract, through term of Contract. The criteria thresholds are consistent with the criteria used by OC Community Resources to determine performance including, but not limited to, determinations of future award of funds, additional funding requests and/or determinations for the recapture of funding.
*Milestone Date Minimum Required Expenditure Threshold
February 15, 2024 50% of Contracted Amount Expended
March 15, 2024 70% of Contracted Amount Expended
April 15, 2024 80% of Contracted Amount Expended
Failure to achieve at least the aforementioned 50% drawdown, without extenuating circumstances, may cause any remaining balance in this Contract to be reclaimed by County, and will negatively affect future funding to Subrecipient. Failure to achieve the aforementioned 80% drawdown goal, without written exception approved by the Director, may cause any remaining balance in this Contract to be reclaimed by County, and will impact future funding to Subrecipient
4. Subrecipient will have forty-five (45) days following the expiration of the Contract to submit outstanding invoices for reimbursement of eligible costs incurred during the Contract period. After the forty-five (45) day period for submitting invoices has expired, County shall reallocate the remaining balance under this Contract for other program purposes and Subrecipient shall be ineligible for any further reimbursement.
D. Funds shall not be disbursed for any costs incurred prior to the certification by County and/or HUD of Certificate(s) of Insurance as further defined in the “Insurance Requirements” Paragraph of this Contract.
E. Eligible costs related to services provided by Subrecipient must be incurred during the period beginning July 1, 2024. The Project shall be completed, and all funds provided through this Contract shall be expended on eligible Project activities through and including June 30, 2025.
- Public Facilities & Improvements Contracts.
- Subrecipient may be eligible to request additional funding up to the maximum set forth as identified in County policy if Subrecipient meets or exceeds any one of the Minimum Required Expenditure Thresholds at 50%, 70% or 80% on or prior to the milestone date as set forth in the " Payment Requirements" Paragraph of this Contract.
- If additional funding is available for allocation to Subrecipient, and the basic goals and objectives of the program are not altered, Subrecipient and County shall amend the Subrecipient Scope of Services component of this Contract. Furthermore, Subrecipient shall demonstrate to the satisfaction of County that the required Performance Expenditure and Accomplishment Thresholds set forth in the " Performance" Paragraph will continue to be met before such extension and additional allocation shall be granted.
iii. Contract Extension (No Cost Extension)
- The term of this Contract and the provisions herein may be extended to cover an additional time period as specified herein.
- The date for Project completion, the term of the Contract, and expenditure of all funds may be extended by the Director without further action by the Board as identified in County policy. Subrecipient must notify the Director in writing 45 days prior to June 30, 2023, to request an extension. For all extensions, the deadline for submittal of invoices shall be forty-five (45) days after the new expiration date.
- Contract extension provisions are not applicable to program administration activities.
- Public Services Contracts cannot be extended.
- County and Participating Cities previously entered into a Cooperation Agreement effective July 1, 2023 as amended, in which both Parties agreed to cooperate in the undertaking, or assist in the undertaking, of community development and housing assistance activities.
- Metropolitan Cities with populations of over 50,000, are eligible to participate in the Community Planning and Development (“CPD”) program funds directly from HUD and have opted to participate in the CPD programs through the County’s Urban County Program as a metropolitan city.
- SOFTWARE ESCROW AGREEMENT —
Concurrent with delivery of the System, the Contractor shall place a copy of the source code for the Software into escrow with InnovaSafe, Inc. (Escrow Company), which may be changed throughout the term of this Contract with the written concurrence of both Parties, and shall be responsible for all fees associated with the escrow account. The Contractor shall Update source code with all relevant application or module Updates that have been introduced into the system. The County shall be a designated beneficiary to the escrow agreement between the Contractor and the software escrow company. The Contractor shall not remove the County as a designated beneficiary of the escrow account without prior written consent of the County.
- This is for the SOW when using an Escrow Agreement:
Contractor Shall:
Provide an attestation and disclosure statement attesting that all source code held in the escrow account with InnovaSafe, Inc. (or the current applicable escrow company) has been updated with all relevant application or module Updates that have been introduced into the System. Said attestation and disclosure statement shall be due upon the annual anniversary of the first go-live date.
- NOTICE OF LITIGATION, INCIDENTS, CLAIMS, OR SUITS —
Contractor shall report to County, in writing within twenty-four (24) hours of occurrence, the following:
- Any instance in which Contractor becomes a party to any litigation against County, or a party to litigation that may reasonably affect Contractor’s performance under this Contract. While Contractor is required to provide this information without prompting from County, any time there is a change to Contractor’s litigation status, Contractor must also provide an update to County whenever requested by County.
- Any accident or incident relating to services performed under this Contract that involves injury or property damage which may result in the filing of a claim or lawsuit against Contractor and/or County.
- Any third party claim or lawsuit filed against Contractor arising from or relating to services performed by Contractor under this Contract.
- Any injury to an employee of Contractor that occurs on County property.
- Any loss, disappearance, destruction, misuse or theft of any kind whatsoever of County property, monies or securities entrusted to Contractor under the term of this Contract.
- Any Notice of Contract Breach, or equivalent, received from any entity for whom Contractor is providing the same or similar services, under a written contract, regardless of service location or jurisdiction.
- 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 Non- Discrimination 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 of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which funds are made available under this Contract. 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 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.
- Audit Requirements —
A. Maintenance and retention. Subrecipient shall, at all times during the term of this Contract, maintain complete records (which shall include, but not be limited to, accounting records, grants, contracts, agreements, letters of agreement, insurance documentation, memoranda and/or letters of understanding and client records) of its activities and expenditures hereunder in a form satisfactory to the State and County. All such records must be maintained and kept available by Subrecipient as follows:
i. Until three (3) years after final payment under this Contract, or until an audit has occurred and an audit resolution has been reached, whichever is later, unless otherwise authorized in writing by County; or
ii. For such longer period, if any, as is required by applicable statute, by any other Paragraph or Section of this Contract or by Paragraphs “B” or “C” below, or for such longer period as the State or County deem necessary.
B. Termination of Contract. If this Contract is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for the same periods as set forth in this Paragraph “A” and “C”.
C. Litigation, claims, etc. In the event of any litigation, claim, negotiation, audit exception, or other action involving the records, all records relative to such action shall be maintained and kept available until three (3) years after every action has been cleared to the satisfaction of County and so stated in writing to Subrecipient.
D. Accounting records. Unless otherwise agreed in writing by Administrator, Subrecipient shall maintain accounting records to account for all funds received under this Contract. Said records shall be separate from the records for any other funds administered by Subrecipient and shall be kept in accordance with generally accepted accounting principles and procedures. Said records must contain information pertaining to receipt of funds for the program(s) for which this Contract provides, authorization to expend said funds, obligations, unobligated balances, assets, liabilities, outlays or expenditures, program income, contributions, and third-party revenue. Said accounting records must be supported by source documentation (such as cancelled checks, paid bills, payrolls, time and attendance records, Contract and subcontract award documents, etc.), and adequate source documentation of each transaction shall be maintained relative to the allowability of expenditures under this Contract. Source documentation includes, but is not limited to: vendor invoices, bank statements, cancelled checks, bank/credit cards statements, contracts and agreements, employee time sheets, purchase orders, indirect cost allocation plans. If the allowability of expenditures cannot be determined because records or documentation of Subrecipient are nonexistent or inadequate according to generally accepted accounting principles and procedures, the expenditures will be questioned in the audit and may be disallowed during the audit resolution process.
E. Financial reporting requirements. Grant funds shall be identified separately. The County requires Subrecipient to discretely identify State, federal and local grant funding in the Statement of Revenues and Expenditures. In addition, the amounts reported on the Schedule of Revenue and Expenditures shall be displayed by award year beginning July 1st and ending June 30th.
F. Sub-contract provisions. Subrecipient shall place in all of its sub-contracts, if any, made pursuant to, and/or utilizing funds provided by, this Contract, provisions requiring the subcontractor: (1) to make available to County, State and federal officials all of its records with respect to the sub-contract at any time during normal business hours for the purpose of auditing, examining or making excerpts of such records and auditing all invoices, materials, payrolls, records of personnel and other data relating to all matters covered by the sub-contract; and (2) to retain books, documents, papers, records and other evidence pertinent to the sub-contract for the period of time specified in this Paragraph “A”, “B”, and “C” above.
G. Audit.
i. If Subrecipient expends more than $1,000,000 in federal funds during the term of this Contract, Subrecipient shall arrange for an audit to be performed, within one hundred fifty (150) days of the end of Subrecipient’s fiscal year and in accordance with 2 CFR Part 200, Subpart F, “Audit Requirements of States, Local Governments, and Non-Profit Organizations,” which is incorporated herein by reference. Furthermore, County retains the authority to require Subrecipient to submit a similarly prepared audit at Subrecipient’s expense even in instances when Subrecipient’s expenditure is less than $1,000,000.
ii. Subrecipient shall take the following actions in connection with such audit:
a. Ensure that appropriate corrective action is taken to correct instances of noncompliance with federal laws and regulations. Corrective action shall be taken within six months after County receives Subrecipient’s audit report;
b. Adjust its own records as necessitated by the audit;
c. Permit independent auditors to have access to its records and financial statements as is necessary for County or Subrecipient to comply with 2 CFR Part 200, Subpart F;
d. Submit two copies of its audit reports to County no later than 30 days after completion of the reports;
e. Procure audit services in accordance with 2 CFR Part, 215.40 (OMB Circular A-110) procurement standards and provide maximum opportunity for small and minority audit firms;
f. Include in Contract(s) with auditor(s) provisions that the auditor(s) will comply with all applicable audit requirements;
g. Include in its Contract with independent auditors a clause permitting representatives of County or the State to have access to the work papers of the independent auditors;
h. Provide to County, the Bureau of State Audits, and their designated representatives, the right to review and to copy all audit reports and any supporting documentation pertaining to the performance of this Contract, and the option to perform audits and/or additional work as needed;
i. Cooperate with and participate in any further audits which may be required by County or the State;
j. Ensure that its audit addresses all issues contained in any federal OMB Compliance Supplement that applies to its program;
k. Ensure that the audit is performed in accordance with Generally Accepted Government Auditing Standards -2 CFR 200.514 and 45 CFR 75.514, is
l. performed by an independent auditor, and is organization-wide;
iii. Ensure that the audit is all-inclusive, i.e., it includes an opinion (or disclaimer of opinion) of the financial statements; a report on internal control related to the financial statements and major programs; an opinion (or disclaimer of opinion) on compliance with laws, regulations, and the provisions of contracts; and the schedule of findings and questioned costs in accordance with 2 CFR 200.515 and 45 CFR 75.515; If total funds awarded under this Contract equal or exceed $10,000, Subrecipient shall be subject to examination and audit, including interviews of its staff, by the County and State of California for a period of three (3) years after final payment under this Contract.
H. Final financial statement. Within thirty (30) days after termination of this Contract, Subrecipient shall submit to Administrator a final financial statement detailing all program expenditures and all income received during the term of this Contract or include such a final financial statement with Subrecipient’s final invoice and substantiating reports.
- TRANS-BORDER DATA FLOWS —
Contractor shall not transfer any County Data across a country border.
- Complaint Resolution Process and Grievance Procedures for Participants —
Contractor shall comply with grievance procedures, as defined by the program’s funding stream. Contractor shall advise participants of their right to file complaints and of the procedures for resolution of complaints. Contractor shall follow program’s procedures for handling complaints which is available from the County’s Project Manager for alleging a violation of regulations, grants or other agreements. Any decision of the County, the State or the Federal government relating to the complaint shall be binding on Contractor.
Contractor shall post the entire Notice of the Grievance Procedure Process in a location that is commonly visible for program participants on its website and at its service location(s).
- 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.
- CONFLICT OF INTEREST —
Contractor shall notify County, in writing, of any potential conflicts of interest between Contractor and County that may arise prior to, or during the period of, Contract performance. While Contractor will be required to provide this information without prompting from County any time there is a change regarding conflict of interest, Contractor must also provide an update to County whenever requested by County.
- 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. [22 CCR § 98323]
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 Non- Discrimination 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 of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which funds are made available under this Contract. 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 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. Failure to comply. If Subrecipient fails to comply with the requirements of any Sub-Paragraphs of this Non-Discrimination and Compliance Provision Paragraph Administrator may withhold payment to Subrecipient and/or terminate this Contract in accordance with the Termination Paragraph.
- Cooperative Contract —
This Contract is a cooperative contract and may be utilized by all County of Orange departments.
The provisions and pricing of this Contract may be extended, at the option of Contractor, to any Municipal, County, Public Utility, Hospital, Educational Institution, or any other non-profit or governmental organization (the “Cooperative Program”). Parties in a Cooperative Program wishing to use this Contract will be responsible for issuing their own purchase documents / price agreements, providing for their own acceptance, and making any subsequent payments. Contractor shall be required to include in any agreement entered into with another agency or entity that is entered into pursuant to the provisions and pricing of this Contract a clause that binds the parties to the agreement to “indemnify, defend with counsel approved in writing by the County of Orange, California (“County”), and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided” under the agreement.. Failure to so include this clause voids the Contract’s extension to a Cooperative Program and will be considered a material breach of this Contract and grounds for immediate Contract termination. The cooperative entities are responsible for obtaining all certificates of insurance and bonds required. The County of Orange makes no guarantee of usage by other users of this Contract.
As a cost-recovery mechanism for County, a 2 percent administrative rebate on total sales from all subordinate contracts will be paid to the County for any contracts the Contractor agrees to enter into with another agency or entity, other than the County of Orange or a department thereof, under the provisions and pricing of this Contract. The County has partnered with Pavilion, a third-party administrator, responsible for managing all reporting and payments under this Cooperative Program. The Contractor shall provide quarterly Volume Sales Reports about additional sales to other entities under the provisions and pricing of this Contract. The Reports shall include the ordering agency, detail of items sold including description, quantity, and price, and shall include all transactions pertaining to sales under the Contract provisions and pricing for that Reporting Period. Contractor shall provide the Volume Sales Reports regardless of whether or not any sales have been conducted. Failure of the Contractor to provide quarterly reports as required may be deemed by the County as a material breach of the Contract. A late penalty of 15 percent on the value of the rebate may be assessed to the Contractor for each month the payments are not received.
Subordinate contracts must be executed prior to the expiration or earlier termination of this Contract and may survive the expiration of this Contract. This Cooperative Contract provision shall survive expiration or termination of this Contract.
- MODIFICATION OF BUDGET —
Upon written approval of County, Subrecipient shall have the authority to transfer allocated program funds from one category of the overall program Budget to another category of the overall Budget. No such transfer may be made without the express prior written approval of County. A modification of the Budget may include the addition of any new Budget category.
- Pollution Liability —
Minimum limits and coverage
$1,000,000 per claims-made, or occurrence
Coverage may be standalone or combined with another Liability policy. If combined, the total combined limit shall be the same or greater than if the policies were separate.
The Pollution Liability insurance must include coverage for bodily injury and property damage, including coverage for loss of use and/or diminution in property value, and for clean-up costs arising out of, pertaining to, or in any way related to the actual or alleged discharge, dispersal, seepage, migration, release or escape of contaminants or pollutants resulting from any services or work performed by, or behalf of, Contractor, including the transportation of hazardous waste, hazardous materials, or contaminants.
Required Endorsements
The Pollution Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:
- An Additional Insured endorsement naming the County of Orange, its elected and appointed officials, officers, employees, and agents as Additional Insureds or provide blanket coverage which shall state As Required by Written Contract.
- A primary non-contributory endorsement evidencing that the Contractor’s insurance is primary, and any insurance or self-insurance maintained by the County shall be excess and non-contributing.
Claims-Made Coverage
If the Pollution Liability is a claims-made policy, Contractor shall agree to the following:
- The retroactive date must be shown and must be before the date of the Contract or the beginning of the Contract services.
- Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after expiration or earlier termination of Contract services.
- If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the contract services, Contractor must purchase a claim extended reporting period for a minimum of three (3) years after expiration of earlier termination of the Contract services.
- Sectarian Activities —
Contractor certifies that this Contract does not aid or advance any religious sect, church or creed for a purpose that is sectarian in nature, nor does it help to support or sustain any school, college, university, hospital or other institution controlled by any religious creed, church, or sectarian denomination.
- ANNUAL AUDIT —
If Subrecipient expends Federal funds in a fiscal year which equal or exceed $1,000,000 (one million dollars) as specified in 2 CFR Part 200.500- Subpart F-Audit Requirements, Subrecipient shall cause an audit to be prepared by a Certified Public Accountant (“CPA”) who is a member in good standing with the American Institute of Certified Public Accountants (“AICPA”) of the California Society of CPA’s. The audit must be performed annually in accordance with Generally Accepted Auditing Standards (“GAAS”) authorized by the AICPA and Federal laws and regulations governing the programs in which it participates.
Furthermore, County retains the right to require Subrecipient to submit similarly prepared audit at Subrecipient’s expense even in instances when Subrecipient’s expenditure is less than $1,000,000. Subrecipient will be required to identify corrective action taken in response to any findings identified by CPA related to their funded activity or program.
Subrecipient will ensure an annual financial audit is performed in compliance with the Federal Single Audit Act and will submit two (2) copies of such audit report, including a copy of the management letter, to County within six (6) months of the end of each Contract year in which Subrecipient has received federal funding (i.e., July 1 – June 30). Failure to meet this requirement may result in County denying reimbursement of funds to Subrecipient, as well as future funding qualification. Subrecipients, which are exempt from statutory audit requirements, shall maintain records, which are available for review by County or Federal officials. Subrecipient acknowledges that any and all “Financial Statements” submitted to County pursuant to this Contract become public records and are subject to public inspection pursuant to the California Public Records Act (Section 6250 et seq. of the California Government).
- Data – Title To —
All materials, documents, data or information obtained from County data files or any County medium furnished to Contractor in the performance of this Contract will at all times remain the property of County. Such data or information may not be used or copied for direct or indirect use by Contractor 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.
- Pollution Liability with NODS (Non-Owned Disposal Sites) —
Minimum limits and coverage
$1,000,000 per claims-made, or occurrence
Coverage may be standalone or combined with another Liability policy. If combined, the total combined limit shall be the same or greater than if the policies were separate.
The Pollution Liability insurance must include coverage for bodily injury and property damage, including coverage for loss of use and/or diminution in property value, and for clean-up costs arising out of, pertaining to, or in any way related to the actual or alleged discharge, dispersal, seepage, migration, release or escape of contaminants or pollutants resulting from any services or work performed by, or behalf of, Contractor, including the transportation of hazardous waste, hazardous materials, or contaminants.
Required Endorsements
The Contractor’s Pollution Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:
- An Additional Insured endorsement naming the County of Orange, its elected and appointed officials, officers, employees, and agents as Additional Insureds, or provide blanket coverage which shall state As Required by Written Contract.
- A primary non-contributory endorsement evidencing that the Contractor’s insurance is primary, and any insurance or self-insurance maintained by the County shall be excess and non-contributing.
Claims-Made Coverage
If the Contractor’s Pollution Liability policy is a claims-made policy, Contractor shall agree to the following:
- The retroactive date must be shown and must be before the date of the Contract or the beginning of the Contract services.
- Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after expiration or earlier termination of Contract services.
- If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the Contract services, Contractor must purchase an extended reporting period for a minimum of three (3) years after expiration of earlier termination of the Contract.
- Drug Free Workplace —
Subrecipient shall execute and abide by the "Drug Free Workplace Certification" attached hereto as and incorporated herein by this reference.
- ANTI-PROSELYTISM PROVISION —
No funds provided directly to institutions or organizations to provide services and administer programs under Title 42 United States Code (USC) Section 604a(a)(1)(A) shall be expended for sectarian worship, instruction, or proselytization, except as otherwise permitted by law.
- 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)(1).
B. Establish a drug-free awareness program as required by Government Code Section 8355(a)(2) to inform employees about all of the following:
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:
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.
- UEI AND D-U-N-S NUMBERS AND RELATED INFORMATION —
UEI and D-U-N-S Numbers: A unique, non-indicative 12-and 9 digit identifiers issued and maintained by SAM.gov and the Dun & Bradstreet (D&B) that verifies the existence of a business entity. The UEI and D-U-N-S Numbers are 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 UEI and D-U-N-S Numbers must be provided to County prior to the execution of this Contract. Subrecipient shall ensure all UEI and D-U-N-S information is up to date and the UEI and D-U-N-S Numbers status is “active,” prior to execution of this Contract. If County cannot access the Subrecipient’s UEI and D-U-N-S information related to this federal sub award on the Federal Funding Accountability and Transparency Act Sub Award Reporting System (SAM.GOV) due to errors in the Subrecipient’s data entry for its UEI and D-U-N-S Numbers, the Subrecipient must immediately update the information as required.
If County cannot access the Subrecipient’s UEI and D-U-N-S information related to this federal sub award on the Federal Funding Accounting and Transparency Act Sub Award Reporting System (SAM.GOV) due to errors in the Subrecipient’s data entry for its UEI and D-U-N-S Numbers, 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.
- 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.
Subrecipient shall register its organization at https://www.SAM.gov and ensure its status is “active,” and in good standings prior to execution of this Contract. Upon completion of the registration process at SAM.gov, Subrecipient will be assigned a Unique Entity Identifier number known as UEI (SAM). The UEI (SAM) number will be used by County to ensure that Subrecipient’s registration status is current and remains active during the Contract term. Subrecipient shall obtain and provide its UEI (SAM) number to the County at the County’s request and prior to the execution of this Contract provided the UEI (SAM) number is obtained by Subrecipient using reasonable effort using the UEI (SAM) system.
The County reserves the right to verify and validate any information prior to contract award and during the entire term of the Contract.
UEI Number and Related Information
A. The Unique Entity Identifier changed from the DUNS Number to the Unique Entity ID (generated by SAM.gov) on April 4, 2022. The UEI number must be provided to CDA prior to the execution of this Contract. Business entities may register for a UEI number at https://sam.gov/content/duns-uei.
B. The Subrecipient must register the UEI number and maintain an “Active” status within the federal System for Award Management available online at https://wwww.sam.gov/portal/SAM/#1
C. If County cannot access or verify “Active” status the Subrecipient’s UEI information, which is 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 UEI number, the Subrecipient must immediately update the information as required.
- 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.
- Garage Liability or Commercial General Liability —
Minimum limits and coverage
$1,000,000 per occurrence, $2,000,000 aggregate
Required Coverage
The Garage Liability policy shall be written on occurrence basis utilizing Insurance Services Office (ISO) form CA 00 05, CG 00 01, or a substitute form providing liability coverage at least as broad. Coverage shall include Garagekeepers and apply on a Direct Primary basis and include Comprehensive, Specified Cause of Loss, and Collision coverage for Any Auto, Symbol 21 or Scheduled Auto Symbol 27, and Non-Owned Auto Symbol 29. On-Hook coverage is required if towing is involved.
- SUPPLANTING GOVERNMENT FUNDS —
Contractor shall not supplant any federal, State, or County [depends on funding source] funds intended for the purposes of this Contract with any funds made available under this Contract. Contractor shall not claim reimbursement [or payment, as applicable] from County for, or apply sums received from County with respect to, that portion of its obligations which have been paid by another source of revenue. Contractor agrees that it shall not use funds received pursuant to this Contract, either directly or indirectly, as a contribution or compensation for purposes of obtaining federal, State, or County funds under any federal, State, or County program without prior written approval of Administrator.
- Standards of Conduct —
- General Assurance. Every reasonable course of action will be taken by Contractor in order to maintain the integrity of this expenditure of public funds and to avoid favoritism and questionable or improper conduct.
- This Contract will be administered in an impartial manner, free from efforts to attain personal, financial or political gain. Contractor, its officers and employees, in administering this Contract, will avoid situations which give rise to a suggestion that any decision was influenced by prejudice, bias, special interest or desire for personal gain.
- Employment of Former State or County Employees. Contractor will ensure that any of its employees who were formerly employed by the State of California or County, in a position that could have enabled such individuals to impact policy regarding or implementation of programs covered by this Contract, will not be assigned to any part or phase of the activities conducted pursuant to this Contract for a period of not less than two years following the termination of such employment.
- Conducting Business Involving Relatives. No relative by blood, adoption or marriage of any executive or employee of Contractor will receive favorable treatment when considered for enrollment in programs provided by, or employment with Contractor.
- Conducting Business Involving Close Personal Friends and Associates. Executives and employees of Contractor will be particularly aware of the varying degrees of influence that can be exerted by personal friends and associates and, in administering this Contract, will exercise due diligence to avoid situations which give rise to an assertion that favorable treatment is being granted to friends and associates. When it is in the public interest for Contractor to conduct business with a friend or associate of an executive or employee of Contractor or an elected official in the area or a staff person or consultant who is a member or officer of the Board of Directors or other official governing body of Contractor, a permanent record of the transaction will be retained.
- Avoidance of Conflict of Economic Interest. No executive or employee of Contractor, elected official in the area, or any staff person or consultant who is a member or officer of the Board of Directors or other official governing body of Contractor will solicit or accept money or any other consideration from a third person, for the performance of an act reimbursed in whole or part by Contractor or County.
- Default – Re-Procurement Costs —
In case of Contract breach by Contractor, resulting in termination by County, County may procure the commodities and services from other sources. If the cost for those commodities and services is higher than under the terms of the existing Contract, Contractor will be responsible for paying County the difference between Contract cost and the price paid, and County may deduct this cost from any unpaid balance due Contractor. 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.
- EQUIPMENT —
- All items purchased with funds provided under this Contract, or which are furnished to Contractor by County, which have a single unit cost of at least five thousand dollars ($5,000), including sales tax, shall be considered Capital Equipment. Title to all Capital Equipment shall, upon purchase, vest and remain in County. The use of such items of Capital Equipment is limited to the performance of this Contract. Upon the termination of this Contract, Contractor shall immediately return any items of Capital Equipment to County or its representatives, or dispose of them in accordance with the directions of Administrator. Contractor further agrees to the following:
- To maintain all items of Capital Equipment in good working order and condition, normal wear and tear excepted.
- To label all items of Capital Equipment, do periodic inventories as required by Administrator, and to maintain an inventory list showing where and how the Capital Equipment is being used, in accordance with procedures developed by Administrator. All such lists shall be submitted to Administrator within ten (10) days of any request.
- To report in writing to Administrator immediately after discovery, the loss or theft of any items of Capital Equipment. For stolen items, the local law enforcement agency must be contacted and a copy of the police report submitted to Administrator.
- To purchase a policy or policies of insurance covering loss or damage to any and all Capital Equipment purchased under this Contract, in the amount of the full replacement value thereof, providing protection against the classification of fire, extended coverage, vandalism, malicious mischief, and special extended perils (all risks) covering the parties’ interests as they appear.
- The purchase of any Capital Equipment by Contractor shall be requested in writing, shall require the prior written approval of Administrator, and shall fulfill the provisions of this Contract which are appropriate and directly related to Contractor’s service or activity under the terms of this Contract. County may refuse reimbursement for any costs resulting from Capital Equipment purchased which are incurred by Contractor, if prior written approval has not been obtained from Administrator. [Also applies to equipment leases and modular furniture purchases.]
- Computer Equipment - No computers and/or personal electronic devices, such as tablets and laptop computers, or any component thereof, may be purchased with funds provided under this Contract [If these types of purchases are not to be allowed under this Contract, end this subparagraph here and delete the remaining text], regardless of purchase price, without prior written approval of Administrator. Any such purchase shall be in accordance with specifications provided by Administrator, be subject to the same inventory control conditions specified above in Subparagraphs 19.1.1 to 19.1.4, and, at the sole discretion of Administrator, become the property of County upon termination of this Contract.
- Use of County Computer Equipment - [Use this subparagraph only if contractor will be provided with County computer equipment or will have access to County computer systems and/or network.] County intends to permit Contractor the use of computer equipment provided by Administrator. Said computer equipment shall be used solely by employees of Contractor, for the purpose of, and while performing their assigned duties pursuant to this Contract, and shall remain the property of County. Contractor shall ensure that each of its employees, volunteers, consultants, or agents that have access to County facilities and/or data contained in Administrator’s Computer Information System completes information security and computer usage training provided by Administrator, signs and adheres to the provisions as they currently exist and as they may be hereafter amended in Attachment X to this Contract and signs and adheres to any subsequent contracts required by federal or State laws or regulations. Contractor’s failure to have all Contractor employees that have access to County's facilities and/or data execute the contracts and/or complete the training shall constitute a breach of this Contract.
- Modification of Program Components and Service Levels —
The Parties hereto agree that those program components and service levels detailed in the varies Attachments in this Contract may be modified upon mutual written agreement of the Director 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 varies Attachments in this Contract then the County shall have the right to unilaterally modify this Contract to meet such requirements.
A. County may at any time, by written change order 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, and Contract term. Such change orders may be made when necessitated by changes in the Orange County Office on Aging operations or performance, the operations or performance of Subrecipient, or changes in applicable statutes, regulations or State of California or Federal mandates or directives.
Subrecipient and County shall make a good faith effort to reach agreement with respect to change orders, 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 a change order shall be a dispute for which an appeal may be made pursuant to this Contract. Notwithstanding the foregoing, the price of services under this Contract shall not be increased except by written modification 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 change order beyond the limitation of funds established within this Contract.
B. Subrecipient may request changes in the scope of performance or services under this Contract, by submitting a written request to Project Manager describing the request and its impact on the Scope of Services and Budget Schedule. Project Manager will review the request and respond in writing within ten (10) business days. Project Manager’s decision whether to approve the request or request Board of Supervisors’ approval shall be final. County’s 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.
- 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:
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.
- Sweat-free Code of Conduct —
All Contractors contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, or supplies have been furnished to the Contractor from sources that include sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The Contractor further declares under penalty of perjury that they adhere to the Sweat-free Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108.
The Contractor agrees to cooperate fully in providing reasonable access to the Contractor’s records, documents, agents or employees, or premises if reasonably required by authorized officials of the State or County, the Department of Industrial Relations, or the Department of Justice to determine the Contractor’s compliance with the requirements under Paragraph 52 of the Sweat-free Code of Conduct.
- PROGRAM INCOME —
A. Subrecipient shall comply with regulations, as well as all applicable State or County regulations concerning the reporting and payment procedures for program income.
B. Definition: “Program Income” means, as provided by 24 CFR § 570.504, gross income received by the Subrecipient directly generated by a grant supported activity, or earned only as a result of the grant agreement during the grant period.
C. Use. The Subrecipient shall use all income received from said funds only for the same purposes for which said funds may be expended pursuant to the terms and conditions of this Contract.
D. All Program Income accrued shall be returned to County on a quarterly basis prior to Subrecipient receiving any reimbursement from grant funds provided under this Contract.
E. Subrecipient shall provide information of the receipt of Program Income by Subrecipient related to this Contract on all GPR Information Forms submitted with requests for reimbursement.
F. Subrecipient shall complete and submit a Year-End Program Income letter, indicating amount of Program Income and include any reimbursement remittance necessitated therein, by July 15, after the close of the Contract fiscal year.
- Garagekeepers Legal Liability —
Minimum limits and coverage
$1,000,000 per occurrence
Required Coverage
Coverage shall apply on a Direct Primary basis and include Comprehensive, Specified Cause of Loss and Collision coverage.
- Disputes – Contract —
The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor’s 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:
- The Contractor shall submit to the agency/department assigned Deputy Procurement 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.
- The Contractor’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to Contract, Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects Contract adjustment for which Contractor believes County is liable.
Pending the final resolution of any dispute arising under, related to, or involving this Contract, Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of commodities and/or provision of services. Contractor’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 Procurement Agent or his designee. If County fails to render a decision within 90 days after receipt of Contractor’s demand, it shall be deemed a final decision adverse to Contractor’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.
- 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 of regulations, grants or other agreements. Any decision of the County, the State or the Federal government relating to the complaint shall be binding on 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).
- Drug-Free Workplace —
Contractor hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. Contractor will:
- Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a)(1).
- Establish a drug-free awareness program as required by Government Code Section 8355(a)(2) to inform employees about all of the following:
- The dangers of drug abuse in the workplace;
- The organization's policy of maintaining a drug-free workplace
- Any available counseling, rehabilitation and employee assistance programs; and
- Penalties that may be imposed upon employees for drug abuse violations.
- Provide as required by Government Code Section 8355(a)(3) that every employee who works under this Contract:
- Will receive a copy of the company's drug-free policy statement; and
- Will agree to abide by the terms of the company's statement as a condition of employment under this Contract.
- Failure to comply with these requirements may result in suspension of payments under Contract or termination of Contract or both, and Contractor may be ineligible for award of any future County contracts if County determines that any of the following has occurred:
- Contractor has made false certification, or
- Contractor violates the certification by failing to carry out the requirements as noted above.
- EARLY AND PERIODIC SCREENING DIAGNOSIS AND TREATMENT PROGRAM —
[Include this paragraph for CFS counseling contracts only. Check with your supervisor regarding counseling contracts.]
County will maximize the use of Early and Periodic Screening Diagnosis and Treatment Program (EPSDT) funding when children and families are determined to have an eligible condition. County will provide training for Contractor on EPSDT charting requirements and will facilitate the processing of EPSDT funding claims. Contractor shall comply with these requirements for EPSDT eligible children and their families and shall facilitate the processing of EPSDT funding claims. Contractor understands that in order to participate in this funding opportunity, contracts with both Administrator and County of Orange Health Care Agency shall be required
- S.W.A.G. —
The Contractor and its SubContractor/Vendors 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.”
- 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 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.
- 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.
- INDEPENDENT AUDIT —
[Not used in fixed fee-for-service contracts. Include in placement contracts (FFA and STRTP) where fiscal monitoring is required.]
- [Use the following three sentences if your contractor is a non-profit organization.] Contractor shall employ a licensed certified public accountant who shall prepare and file with Administrator an annual organization-wide audit of related expenditures during the term of this Contract in compliance with 31 USC 7501 – 7507, as well as its implementing regulations under 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards. If Contractor is not subject to the aforementioned regulations for any year covered during the term of this Contract, Contractor shall provide Administrator an Independent Auditor’s Report of Contractor’s financial statements. The audit must be performed in accordance with generally accepted government auditing standards. [If your contractor is a for-profit organization, use the following two sentences to start this paragraph instead of the previous three sentences.] Contractor shall employ a licensed certified public accountant who shall prepare and file with Administrator an annual Independent Auditor’s Report of Contractor’s financial statements, in accordance with the CDSS MPP Section 23-640.2. The audit must be performed in accordance with generally accepted government auditing standards. [Include the following sentence in either case.] Contractor shall cooperate with County, State, and/or federal agencies to ensure that corrective action is taken within six (6) months after issuance of all audit reports with regard to audit exceptions.
- [Use this subparagraph for single-year contracts regardless of Contractor’s fiscal year. Dates in blue must be changed to reflect the Contractor’s fiscal year and audit period.] It is mutually understood that Contractor’s yearly fiscal cycle covers July 1 through June 30. Contractor shall provide Administrator copies of organization-wide audits for each of the fiscal cycles corresponding with the term of this Contract. Contractor shall provide each audit within fourteen (14) calendar days of Contractor’s receipt. Failure of Contractor to comply with this Paragraph shall be sufficient cause for Administrator to deny payment under this or any subsequent Contract with Contractor until such time as the required audit(s) are provided to Administrator. Administrator may modify Contractor’s audit submission deadline upon notice to Contractor.
- EDD Independent Contractor Reporting Requirements —
Effective January 1, 2001, County of Orange is required to file in accordance with subdivision (a) of Section 6041A of the Internal Revenue Code for services received from a “service provider” to whom County pays $600 or more or with whom County enters into a contract for $600 or more within a single calendar year. The purpose of this reporting requirement is to increase child support collection by helping to locate parents who are delinquent in their child support obligations.
The term “service provider” is defined in California Unemployment Insurance Code Section 1088.8, subparagraph B.2 as “an individual who is not an employee of the service recipient for California purposes and who received compensation or executes a contract for services performed for that service recipient within or without the state.” The term is further defined by the California Employment Development Department to refer specifically to independent Contractors. An independent Contractor is defined as “an individual who is not an employee of the ... government entity for California purposes and who receives compensation or executes a contract for services performed for that ... government entity either in or outside of California.”
The reporting requirement does not apply to corporations, general partnerships, limited liability partnerships, and limited liability companies.
Additional information on this reporting requirement can be found at the California Employment Development Department website located at http://www.edd.ca.gov/Employer_Services.htm
The failure of Contractor to timely submit the requested data shall constitute a material breach and grounds for termination of this Contract.
- Corporate Status —
All corporate Contractors shall be registered with the California Secretary of State and shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board, or Internal Revenue service. The corporate Contractor shall maintain the good status standing with the Secretary of State of California throughout the term of this Contract.
Any change in corporate status or suspension shall be reported by Contractor immediately in writing to County’s Project Manager. If Contractor fails to maintain good standing or has failed to be in good standing at the time of the effective date of this Contract, County, in addition to all remedies available under the law and this Contract, pursuant to Termination provision of this Contract, terminate this Contract for cause.
Contractor, by signing this Contract, does swear under penalty of perjury that no more than one (1) final unappealable finding of contempt of court by a federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor’s failure to comply with an order of a federal court which orders the Contractor to comply with an order of the National Labor Relations Board.
- 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.
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:
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 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.
f. Subrecipient has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws.
g. 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 of this 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 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.
- INSPECTIONS AND AUDITS —
- The U.S. Department of Health and Human Services [if federal funding], Comptroller General of the United States [if federal funding], Director of CDSS [if State funding], State Auditor-General [if State funding], Administrator, County’s Auditor-Controller and Internal Audit Department, or any of their authorized representatives, shall have access to any books, documents, papers, and records, including medical records, of Contractor which any of them may determine to be pertinent to this Contract. Further, all the above mentioned persons have the right at all reasonable times to inspect or otherwise evaluate the work performed or being performed under this Contract and the premises in which it is being performed.
- Contractor shall make its books and records available within the borders of Orange County within ten (10) days of receipt of written demand by Administrator.
- In the event Contractor does not make available its books and financial records within the borders of Orange County, Contractor agrees to pay all necessary and reasonable expenses incurred by County, or County’s designee, necessary to obtain Contractor’s books and records.
- Contractor shall pay to County the full amount of County’s liability to the State or Federal Government or any agency thereof resulting from any disallowances or other audit exceptions to the extent that such liability is attributable to Contractor’s failure to perform under this Contract
- Policies and Procedures —
Subrecipient shall monitor its program for compliance with the provisions of this Contract. Subrecipient shall also comply with all applicable parts of County’s Policies and Procedures when applicable.
- 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. Contractor shall service County during such an emergency or declared disaster under the same terms and conditions that apply during non-emergency/disaster conditions. The pricing quoted by Contractor shall apply to serving County’s needs regardless of the circumstances. If Contractor is unable to supply the goods/services under the terms of Contract, then Contractor shall provide proof of such disruption and a copy of the invoice for the goods/services from Contractor’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 Contractor shall show both the emergency purchase order number and Contract number.
- 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 of regulations, grants or other agreements. Any decision of the County, the State or the Federal government relating to the complaint shall be binding on 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).
- Equipment —
All computer-related and electronic equipment purchased with funds provided under this Contract or which are furnished to Contractor by County shall be considered Equipment. This includes, but is not limited to laptops, desktop computers, iPads, cell phones, PDAs, cameras, and DVD players. Title to all items of Equipment purchased vests and will remain in County, and as such shall be designated by County’s Project Manager. The use of such items of Equipment is limited to the performance of this Contract. Upon the termination of this Contract, Contractor shall immediately return any items of Equipment to County or its representatives, or dispose of them in accordance with the directions of County’s Project Manager.
Contractor further agrees to the following:
- To maintain all items of Equipment in good working order and condition, except for normal wear and tear.
- To label all items of Equipment, do periodic inventories as required by County’s Project Manager and to maintain an inventory list showing where and how the Equipment is being used, in accordance with procedures developed by County’s Project Manager. All such lists shall be submitted to County’s Project Manager within ten (10) days of the request therefore. Inventory lists must be maintained for four (4) years after final disposition of property.
- To report in writing to County’s Project Manager immediately after discovery, the loss or theft of any items of Equipment. For stolen items, the local law enforcement agency must be contacted and a copy of the police report submitted to County’s Project Manager.
- To purchase a policy or policies of insurance covering loss or damage to any and all Equipment purchased under this Contract, in the amount of the full replacement value thereof, providing protection against the classification of fire, extended coverage, vandalism, malicious mischief and special extended perils (all risks) covering the Parties’ interests as they appear.
- The purchase of any Equipment by Contractor shall be requested by Contractor in writing, shall require the prior written approval of Director and shall fulfill the provisions of this Contract which are appropriate and directly related to Contractor’s service or activity under the terms of this Contract. County may refuse reimbursement for any costs resulting from Equipment purchased, which are incurred by Contractor, if prior written approval has not been obtained from County’s Project Manager.
- CHILD AND DEPENDENT ADULT/ELDER ABUSE REPORTING —
Contractor shall establish a procedure acceptable to Administrator to ensure that all employees, agents, subcontractors, and all other individuals performing services under this Contract report child abuse or neglect to one of the agencies specified in Penal Code Section 11165.9 and dependent adult or elder abuse as defined in Section 15610.07 of the WIC to one of the agencies specified in WIC Section 15630. Contractor shall require such employees, agents, subcontractors, and all other individuals performing services under this Contract to sign a statement acknowledging the child abuse reporting requirements set forth in Sections 11166 and 11166.05 of the Penal Code and the dependent adult and elder abuse reporting requirements, as set forth in Section 15630 of the WIC, and shall comply with the provisions of these code sections, as they now exist or as they may hereafter be amended
- 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.
- PERFORMANCE —
- Subrecipient shall provide the oversight, administration, and project management necessary to accomplish all contracted activities in a timely manner. Subrecipient also agrees to comply with all applicable Federal, State, and local laws and regulations governing the funds provided under this Contract.
- Subrecipient shall comply with all applicable HUD regulations, as described in the “Federal Administrative and Related Requirements” Paragraph of this Contract, concerning administrative requirements and maintain records as to services provided and total number of persons served through the project, including but not limited to, population-served analysis (i.e., extremely-low income persons, very-low income persons, and low-income persons as defined by HUD). Such information shall be available for periodic monitoring by representatives of County or HUD and shall be submitted by Subrecipient in report form to County by dates specified by County.
- The following “Performance Threshold” criteria shall be used to assess the level of performance of the Subrecipient, including the "Scope of Services", attached hereto and incorporated herein by reference. Furthermore, the criteria will be considered by OC Community Resources when determining future funding. In order to be considered in compliance with the performance threshold criteria, the Subrecipient must, on or before the required milestone date, submit to OC Community Resources a request for reimbursement which demonstrates that Subrecipient has expended funds and met their proposed accomplishment goals at the required levels, unless exempted in writing by the County.
- Subrecipient shall complete and submit a Year End GPR Information Form by August 14, after the close of the Contract fiscal year.
- Should the activity being funded through this Contract be completed, cancelled or terminated prior to the termination date set forth herein in the “Term of Contract" Paragraph, or if funds allocated through this Contract are fully expended, prior to end of Contract term, Subrecipient must continue to serve its clients for the entire term of this Contract. Subrecipient shall complete and submit a Mid-Year and Year End GPR Information Form at the time of the completion, cancellation or termination.
- Subrecipient shall complete and submit a GPR Information Form in support of all requests for reimbursement. Said GPR Information Form shall consist of a cumulative report of project related accomplishments as set forth in the "Scope of Services", for the subject quarter. If at any time during the term of this Contract Subrecipient has no activity occuring during any quarter, Subrecipient shall prepare and submit to County a Quarterly GPR Information Form, regardless of actual activity.
- Subrecipient acknowledges that the GPR Information Form is a monitoring tool that will be reviewed and evaluated to determine Subrecipient’s level of performance relative to this Contract.
- Subrecipient shall submit all requested data necessary to complete the Consolidated Annual Performance and Evaluation Report (CAPER), and monitor program accountability and progress in accordance with HUD requirements, in the format and at the time designated by County.
- Readiness –Public Facilities & Improvements Projects:
Subrecipient shall be required to demonstrate to County its readiness to immediately initiate its Project upon execution of this Contract by providing to the County documentation including, but not limited to, the following: Board or Council Minutes/Resolution; Awarded bid documents with timeline requirements; and, executed Architect and Engineer (hereafter referred to as “A&E”) contracts with specific project timelines consistent with funding. By July 30 of Contract term, Subrecipient shall provide County a Project Readiness Checklist incorporating the status of all Project-phasing milestones. In the case of milestones not yet reached, Subrecipient shall provide projected target dates for when said milestones would be met. The Project Readiness Checklist shall clearly demonstrate that Subrecipient will meet the “Minimum Required Expenditure Thresholds” as set forth in this "Performance" Paragraph. Subrecipient acknowledges that said Project Readiness Checklist may be considered to evaluate the performance of the Subrecipient.
- 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.
- Other Requirements - Program Confidentiality —
- Without prejudice to any other paragraph of this Contract, Contractor shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of Federal and State law. However, Contractor shall submit to County, the State of California and/or the United States government or their representatives, all records requested for administrative purposes, including audits, examinations, monitoring and verification of reports submitted by Contractor, costs incurred and services rendered hereunder.
- Contractor shall require all of its employees, agents, subcontractors and volunteer staff who may provide services to Contractor under this Contract to sign an agreement with Contractor before commencing the provision of any such services, to maintain the confidentiality of any and all materials and information with which they may come into contact, or the identities or any identifying characteristics or information with respect to any and all participants referred to Contractor by County, except as may be required to provide services under this Contract or to those specified in this Contract as having the capacity to audit Contractor, and as to the latter, only during such audit. Contractor shall provide reports and any other information required by County in the administration of this Contract, and as otherwise permitted by law.
- 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 (FERPA) and in part by the State of California Education Code and Contractor Policies Applying to the Disclosure of Information and Student Records. It is the purpose of these policies to provide reasonable interpretations of those laws and to protect the student’s 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 Contractor shall be guided by the following principles: (1) the release of any personally identifiable student information to any third parties shall be managed in ways that are in compliance with FERPA and (2) the information in the student’s file should be disclosed to the student upon request. Therefore, Contractor shall procure the written consent from students enrolled through the County allowing Contractor to disclose to the participants’ employer, County of Orange, State of California, or 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 (FERPA) Authorization to Release Information to a Designated Third Party.
- Contractor agrees that any and all subcontracts entered into shall be subject to the confidentiality requirements of this Contract.
- Error and Omissions —
All reports, files and other documents prepared and submitted by Contractor shall be complete and shall be carefully checked by the professional(s) identified by Contractor as Project Manager and key personnel attached hereto, prior to submission to the County. Contractor agrees that County review is discretionary, and Contractor shall not assume that the County will discover errors and/or omissions. If the County discovers any errors or omissions prior to approving Contractor’s reports, files and other written documents, the reports, files or documents will be returned to Contractor for correction. Should the County or others discover errors or omissions in the reports, files or other written documents submitted by the Contractor after County approval thereof, County approval of Contractor’s reports, files or documents shall not be used as a defense by Contractor in any action between the County and Contractor, and the reports, files or documents will be returned to Contractor for correction.
- S.W.A.G —
The Subrecipient and its Subcontractor/Vendors 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.”
- Equal Employment Opportunity —
Contractor shall comply with U.S. Executive Order 11246 entitled, “Equal Employment Opportunity” as amended by Executive Order 11375 and as supplemented in Department of Labor regulations (41 CFR, Part 60) and applicable state of California regulations as may now exist or be amended in the future. Contractor shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, ancestry, religion, sex, marital status, political affiliation or physical or mental condition.
Regarding handicapped persons, Contractor 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. Contractor 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. Contractor agrees to comply with the provisions of Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, pertaining to prohibition of discrimination against qualified 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, Contractor agrees to comply with applicable provisions of Title 1 of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future.
- 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 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.
- PERFORMANCE MONITORING —
- Performance Monitoring of Subrecipient by County, State of California and/or HUD shall consist of requested and/or required written reporting, as well as onsite monitoring by County, State of California or HUD representatives.
- County shall periodically evaluate Subrecipient’s progress in complying with the terms of this Contract. Subrecipient shall cooperate fully during such monitoring. County shall report the findings of each monitoring to Subrecipient.
- County shall monitor the performance of Subrecipient against the goals, outcomes, milestones and performance standards required herein. Substandard performance, as determined by County, will constitute non-compliance with this Contract for which County may immediately terminate the Contract. If action to correct such substandard performance is not taken by Subrecipient within the time period specified by County, payment(s) will be denied in accordance with the provisions contained in this "Performance Monitoring" Paragraph of this Contract.
- HUD in accordance with 24 CFR Part 570 Subpart O, 570.902, will annually review the performance of County to determine whether County has carried out its Community Development Block Grant (CDBG) assisted activities in a timely manner and has significantly disbursed CDBG funds and met the mandated “1.5 ratio” threshold. Subrecipient is responsible to ensure timely drawdown of funds.
- Compliance with Law - Contract —
In its performance under this Contract, Contractor shall fully comply with the requirements of the following, whether or not otherwise referred to in this Contract:
- All applicable Federal statues, regulations, policies, procedures and directives;
- All applicable standards and orders and requirements issued under Section 306 of the Clean Air Act, Section 508 of the Clean Water Act and Environmental Protection Agency regulations in contracts in excess of $100,000.
- 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.
- All applicable State statues, regulations, policies, procedures and directives;
- All applicable County policies, procedures and directives;
- All applicable local ordinances and requirements, including use permits and licensing;
- Court orders applicable to Contractor’s operations;
- All federal and state guidance and training and employment guidance letters; and
- The terms and conditions of this Contract, including Attachments and Exhibits.
Nothing in this Paragraph shall limit Contractors obligations or County’s rights under Paragraph T (Compliance with Laws) or under any other provision in the Contract.
- NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED BABY LAW —
Contractor shall notify and provide to its employees, a fact sheet regarding the Safely Surrendered Baby Law, its implementation in Orange County, and where and how to safely surrender a baby. The fact sheet is available on the Internet at www.babysafe.ca.gov for printing purposes. The information shall be posted in all reception areas where clients are served.
- 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 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.
- Contingent Fees —
The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees of the Contractor or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business.
For breach or violation of this warranty, the County shall have the right to terminate this Contract in accordance with the termination clause and at its sole discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee from the Contractor.
- 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.
- 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."
- FEDERAL ADMINISTRATIVE AND RELATED REQUIREMENTS —
Subrecipient must comply with all federal requirements as it pertains for 24 CFR Parts 91 and 570. Subrecipient acknowledges that administration of its operation and services are subject to the requirements as established in 2 CFR Part 200, et al. Subrecipient shall procure all materials, property, or services in accordance with the requirements of 2 CFR § 200.318-326.
- Financial Management:
- Accounting Standards
Subrecipient agrees to comply with 24 CFR 84.21-28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. - Cost Principles:
The Subrecipient shall administer its program in conformance with 2 CFR Part 200, et al; (and if Subrecipient is a governmental or quasi-governmental agency, the applicable sections of 24 CFR 85, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,”) as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis.
- Documentation and Record Keeping
- Records to be Maintained
Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506 that are pertinent to the activities to be funded under this Contract. Such records shall include, but not be limited to:- Records providing a full description of each activity undertaken;
- Records demonstrating that each activity undertaken meets the one of the National Objectives of the CDBG program;
- Records required to determine the eligibility of activities;
- Records required to document the acquisition, improvement, use, or disposition of real property acquired or improved with CDBG assistance;
- Records documenting compliance with the fair housing and equal opportunity components of the CDBG program;
- Financial records as required by federal regulations 24 CFR 570.502, and 24 CFR 84.21-28; and
- Other records necessary to document compliance with Subpart K of 23 CFR.
- Retention
Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to this Contract for a period of five (5) years. The retention period begins on the date of the submission of the County’s annual performance and evaluation report to HUD in which the activities assisted under the Contract are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the five-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the five-year period, whichever occurs later. - Client Data
- Subrecipient shall maintain client data demonstrating client eligibility for services provided for a period of five (5) years after the termination of all activities funded under this Contract, or after the resolution of all Federal audit finding, whichever occurs later. Such data shall be consistent and include, but not limited to, client name, address, verifiable income level (as documented by income tax returns, employee payroll records, retirement statements, etc. or other third party documentation acceptable to County, for determining eligibility), and description of service provided. Such information shall be made available to HUD representatives, County monitors, or their designees, for review upon request.
- Subrecipient shall develop and implement procedures to ensure the confidentiality of records pertaining to any individual provided family violence prevention or treatment services under any project assisted under the subject program, including protection against the release of the address or location of any family violence shelter project, except with the written authorization of the person responsible for the operation of that shelter.
- Disclosure
Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to County monitors or their designees for review upon request. - Close-Outs
Subrecipient’s obligation to County shall not end until all close-out requirements are completed. Activities during this close-out period shall be completed in accordance with federal and State regulations and shall include, but are not limited to: making final payments; submitting final invoice(s), report(s), in accordance with the requirements of the "Federal Administration and Related Requirements" Paragraph, and documentation; disposing of program assets (including the return to County of all unused materials and equipment); remitting any program income balances and accounts receivable to County, and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Contract shall remain in effect during any period that the Subrecipient has control over CDBG funds, including Program Income.
- Personnel & Participation Conditions
- Civil Rights: Compliance
Subrecipient agrees to comply with California Civil Rights Act Ordinances and Title VI of the Civil Rights Act of 1964, as amended, Title VIII of the Civil Rights Act of 1968, as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974, as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246, as amended by Executive Orders 11375, 11478, 12107 and 12086. - Nondiscrimination in Employment and Contracting
Subrecipient agrees to comply with the non-discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607, as revised by Executive Order 13279, including 24 CFR Part 8, 24 CFR 570.602 and Section 504 of Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Executive Order 11063. The applicable non-discrimination provisions in Section 109 of the Housing and Community Development Act (HCDA) are still applicable. - Affirmative Action:
Subrecipient agrees that it shall be committed to carry out an Affirmative Action Program that encompasses that principals provided in President’s Executive Order 11246 , as revised on January 4, 2002. - Americans with Disabilities Act:
Subrecipient agrees to comply with Section 504 of the Rehabilitation Act of 1973 as amended; Title VI and VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act, 42 USC 12101; California Code of Regulations, Title 2, Title 22: California Government Code, Sections 11135, et seq; and other federal and state laws and executive orders prohibit discrimination. All programs, activities, employment opportunities, and services must be made available to all persons, including persons with disabilities - Drug-Free Workplace:
The Subrecipient hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace as set forth in the "Certification for a Drug-Free Workplace" Exhibit, attached hereto and incorporated herein by reference. The Subrecipient will:- 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).
- Establish a drug-free awareness program as required by Government Code Section 8355(b) to inform employees about all of the following:
- The dangers of drug abuse in the workplace;
- The Subrecipient’s policy of maintaining a drug free workplace;
- Any available counseling, rehabilitation, and employee assistance programs; and
- Penalties that may be imposed upon employees for drug abuse violations.
- Provide as required by Government Code Section 8355(c) that every employee who works under this Contract:
- Will receive a copy of the company’s drug-free policy statement; and
- Will agree to abide by the terms of the company’s statement as a condition of employment under this Contract.
Failure to comply with these requirements may result in suspension of payments under the contract or termination of the contract or both, and the Subrecipient may be ineligible for award of any future County contracts if the County determines that any of the following has occurred: - The Subrecipient has made false certification, or
- The Subrecipient violates the certification by failing to carry out the requirements as noted above.
- Anti-Lobbying:
Subrecipient certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that:- No federal appropriated funds will be paid, by or on behalf of it, 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 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; and
- Subrecipient shall include subject anti-lobbying certification in award documents for all sub-Subrecipients at all tiers (including sub-subcontracts, sub-subgrants, and contract under grants, loans, and Cooperative Agreements) and that all sub-Subrecipients shall certify and disclose accordingly.
- Employment Restrictions:
- Prohibited Activity:
Subrecipient is prohibited from using funds provided herein, or personnel employed in the administration of the program, for: political activities, sectarian or religious activities, lobbying, political patronage, and nepotism activities. - OSHA:
Where employees are engaged in activities not covered under the Occupational Safety and Health Act of 1970, they shall not be required or permitted to work, be trained, or receive services in buildings or surroundings or under working conditions which are unsanitary, hazardous or dangerous to the participants’ health or safety. - Employee Rights
- Federal Minimum Wage
Subrecipient must follow the Fair Labor Standards Act (FLSA), as it currently exists and it may be amended, which sets basic minimum wage and overtime pay standards. These standards are enforced by The United States Department of Wage and Hour Division under Department’s Wage and Hour Division. The Federal minimum wage provisions are contained in the FLSA. Many states also have minimum wage laws. In cases where an employee is subject to both state and federal minimum wage laws, the employee is entitled to the higher minimum wage.
- California Minimum Wage
- Subrecipient must follow the California enacted legislation signed by the Governor of California, raising the minimum wage for all industries (MW-2007). (AB 1835, CH230, Stats of 2006, adding sections 1182.12 and 1182.13 to the California Labor Code.) Pursuant to its authority under Labor Code section 1182.13, the Department of Industrial Relations amends and republishes Sections, 1, 2, 3, and 5 of the General Minimum Wage Order. MW-2001, Section 4, Separability, has not been changed. Consistent with this enactment, amendments are made to the minimum wage, and the meals and lodging credits sections of all of the IWC’s industry and occupation orders. This summary must be made available to employees in accordance with the IWC’s wage orders. Copies of the full text of the amended wage orders may be obtained by ordering on-line at www.dir.ca.gov/WP.asp or by contacting your local Division of Labor Standards Enforcement office.
- Hatch Act:
Subrecipient agrees that no funds provided, nor personnel employed under this Contract, shall be in any way or to any extent engaged in the conduct of political activities in violation of the Hatch Act, 5 U.S.C. Section 1501 et seq. and Chapter 15 of Title V of the U.S.C. - Religious Organization/Activities:
In accordance with 24 CFR 570.200(j), Subrecipient shall not discriminate against faith-based organizations in administering its federal HUD activities. Subrecipient agrees that funds provided under this Contract will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization or to promote religious interest, or for the benefit of a religious organization.
- Labor Standards
- Subrecipient agrees to contact County no less than fourteen (14) days prior to the Pre-Construction Meeting date to seek consultation regarding application of requirements per federal labor standards regulations or Davis-Bacon related Acts.
- Subrecipient will comply with Davis-Bacon Act and/or State Prevailing Wage requirements, when applicable.
- Subrecipient agrees to comply with all applicable requirements of the Secretary of Labor in accordance with the Davis-Bacon Act, the provisions of Contract Work Hours and Safety Standards Act, the Copeland “Anti-Kickback” Act (40 U.S.C. 276, 327-333), and all other applicable Federal, State and local laws and regulations pertaining to labor standards. Subrecipient shall maintain all applicable documentation, which demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to County for review upon request.
- Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property designed for residential use for less than eight (8) units, all Subrecipients engaged in contracts of $2,000.00 or more for construction, renovation or repair of any building or work financed in whole or in part with assistance provided under this Contract, shall comply with all applicable federal requirements including Department of Labor regulations, under 29 CFR, Parts 3, 1, 5, 7 and 1926 governing the payment of wages and ratio of apprentices and trainees to journeymen. Nothing hereunder is intended to relieve.
- Subrecipient of its obligation, if any, to require payment of the higher rate under state or local laws Subrecipient shall insert provisions meeting the requirements of this Paragraph in all such Contracts.
In case where the Davis-Bacon Act applies, Subrecipient agrees to submit the Construction Bid Package for this project to County for modification, Subrecipient shall construct project in accordance with the approved Construction Bid Package.
- California Labor Code Compliance
- Prevailing Wage laws apply, Subrecipient hereby agrees to pay, or cause its subcontractors to pay, Prevailing Wage rates at all times for all construction, improvements, or modifications to be completed for County under this Contract. Subrecipient herein agrees that Subrecipient shall post, or cause to be posted, a copy of the most current, applicable Prevailing Wage rates at the site where the construction, improvements, or modifications are performed.
- Payroll Records
Subrecipient agrees that:
Certified copies of all payroll records for this project shall be required pursuant to the provisions of California Labor Code “Section 1776”. The reporting format and words of certification shall be as indicated in Title 8 of the California Code of Regulations, Section 16401.
Certified copies of the payroll records of all subcontractors working on this project are required. It shall be the responsibility of the prime contractor to ensure subcontractor compliance.
Certified copies of all payroll records shall be submitted on a weekly basis to County through the duration of this Contract.
Subrecipient acknowledges that failure to comply with Section 1776 may result in a forfeiture of one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated, and it should be recognized that a contractor or subcontractor, or agent or representative thereof who neglects to comply is guilty of a misdemeanor pursuant to California Labor Code Section 1777.
- Economic Opportunities
Compliance
Subrecipient agrees to abide by the provisions of OMB Circulars 102 and 110, as applicable, 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this Contract.
Subrecipient further covenants that in the performance of this Contract no person having such a financial interest shall be employed or retained by Subrecipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer, or elected official or appointed official of County or Subrecipient, or any designated public agencies which are receiving funds under the CDBG Entitlement Program.
This Contract is subject to the requirements of 12 USC 1701u, the HUD regulations issued pursuant thereto at 24 CFR Part 75., and any applicable rules and orders of HUD issued Federal financial assistance shall be conditioned upon compliance with 12 USC 1701u. Failure to fulfill these requirements shall subject Subrecipient and any sub-Subrecipients, their successors and assigns, to those remedies specified herein. Subrecipient certifies and agrees that no conflict exists which would prevent compliance with requirements.
The Subrecipient agrees to abide by 24 CFR Part 75, below and will insert the following clause in any subcontracts executed with third parties for work covered by this Contract:- The work to be performed under this Contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 USC §1701u) ("Section 3"). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted developments covered by Section 3 shall, to the greatest extent feasible, be directed to low- and very low-income persons, including persons who are recipients of HUD assistance for housing, with a preference for both targeted workers living in the service area or neighborhood of the Development and YouthBuild participants, as defined at 24 CFR Part 75 ("Section 3 Regulations").
- The Parties agree to comply with HUD's Regulations in 24 CFR, Part 75 which implement Section 3. As evidenced by their execution of this Contract, the Parties certify that they are under no contractual or other impediments that would prevent them from complying with the Section 3 Regulations.
- The Sub-recipient, contractor, and subcontractor agrees to send to each labor organization or representative of workers with which the Sub-recipient, contractor, and subcontractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the Sub-recipient, contractor, and subcontractor's commitments under this section of the Contract and will post copies of the notice in conspicuous places at the worksite where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference and shall set forth the following: (i) minimum number and job titles subject to hire, (ii) availability of apprenticeship and training positions, (iii) qualifications for each, (iv) name and location of the person(s) taking applications for each of the positions, and (v) the anticipated date the work shall begin.
- The Sub-recipient, contractor, and subcontractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in Section 3 Regulations and agrees to take appropriate action, as provided in an applicable provision of the subcontractor in this Section 3 clause, upon a finding that the subcontractor violates the regulations in Section 3 Regulations. The Sub-recipient, contractor, and subcontractor will not subcontract with any subcontractor where the Sub-recipient, contractor, and subcontractor has notice or knowledge that the subcontractor has been found in violation of the regulations 24 CFR part 75.
- The Sub-recipient, contractor, and subcontractor will certify that any vacant employment positions, including training positions, that are filled (1) after a contractor is selected but before the Contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 75 require employment opportunities to be directed, were not filled to circumvent the Sub-recipient, contractor, and subcontractor's obligations under 24 CFR part 75.
- Noncompliance with HUD's regulations in 24 CFR part 75 may result in sanctions, termination of this Contract for default, and debarment or suspension from future HUD assisted contracts.
- Environmental Conditions:
Subrecipient shall comply with HUD Environmental Review under HUD regulations at 24 CFR 58 et seq., which implement the National Environmental Policy Act (NEPA); and, the California Environmental Quality Act (CEQA). No costs shall be incurred and no funds shall be disbursed prior to certification by County and/or HUD of environmental compliance.
Subrecipient shall incur no costs for any project-related activity defined in Subrecipient Scope of Services and County shall not disburse funds prior to certification by County and/or HUD for environmental compliance.
Subrecipient shall provide requested material to County for the Environmental Review process required by applicable regulations.- Air and Water
Subrecipient agrees to comply with the following regulations in so far as they apply to the performance of this Contract:
Clean Air Act, 42 U.S.C., 1857, et seq.
Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq.
Environmental Protection Agency (EPA) regulations pursuant to 40 CFR 50 and 40 CFR 58. - Flood Disaster Protection:
Subrecipient agrees to comply with the requirements of the Flood Disaster Protection Act of 1973, including as applicable any regulations set forth in 24 CFR 55, (implementing Executive Order 11988) in regard to the sale, lease or other transfer of land acquired, cleared, or improved under the terms of this Contract, as it may apply to the provisions of this Contract. - Lead-Based Paint:
Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Contract shall be subject to HUD Lead-Based Paint Regulations at 24 CFR 570.608, and 24 CFR 35, particularly, 24 CFR 35.100 through 35.175. Such regulations pertain to all HUD-assisted housing and require that all owners, prospective owners, and tenants or properties constructed prior to 1978 be properly notified with the “Protect Your Family From Lead In Your Home” publication, found at http://www.epa.gov/lead that such properties may include lead-based paint. - Historic Preservation:
Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR 800, Protection of Historic Properties, insofar as they apply to the performance of this Contract.
In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, State, or local historic property list. - Energy Efficiency Standards:
Subrecipient agrees to comply with the California Energy Commission Assembly Bill 970, Title 24, Part I of the California Code of Regulations (AB970: Building Efficiency Energy Standards), in regard to construction and property development, when applicable. - Modifications/Transfers of Real Property:
Any proposed modification or change in use of real property acquired or improved, in whole or in part, by CDBG funds from the use planned at the time of the acquisition or improvement, including disposition, is prohibited.- Subrecipient shall ensure that any real property under Subrecipient’s control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 is either:
- Used to meet one of the national objectives contained in 24 CFR 570.208 for a period not less than five years, or for such period of time as determined to be appropriate by County, after expiration of the Contract and close-out of Subrecipient’s participation in the CDBG Program, or, until five years after the close-out of the grant from which the assistance to the property, whichever occurs first; or,
- Disposed of in a manner which results in County being reimbursed in an amount equal to the current fair market value of the property less any portion thereof attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such reimbursement is not required after the period of time specified in accordance with this " Federal Administrative and Related Requirements" Paragraph.
- Property Records:
Subrecipient shall maintain real property inventory records, which clearly identify properties purchased, improved, or sold. Properties retained shall continue to meet eligibility criteria, rental limitations, health, safety and building codes, etc., and shall conform to federal and State regulations. - Equipment:
Subrecipient shall use, manage and dispose of equipment in accordance with federal and State regulations. - Subcontracts:
- Subrecipient shall submit all subcontract agreements to County for review and consent prior to entering into such subcontracts. For construction subcontracts, Subrecipient shall submit the Construction Bid Package to County for review and written approval by Director or designee prior to advertising for bids and award for the construction contract. Subrecipient shall construct Project in accordance with the Construction Bid Package, which Director approved, unless prior written approval is received from Director for modification thereof.
- Subrecipient shall assume responsibility for all subcontracted services to assure Contract compliance.
- Subrecipient shall cause all of the provisions of this Contract in entirety to be included in and made a part of any subcontract executed in the performance of this Contract.
- Subrecipient shall monitor all subcontracted services on a quarterly basis to assure Contract compliance. Results of said monitoring efforts shall be summarized in written form, and supported with documented evidence of follow-up actions(s) to correct any area(s) of Contract non-compliance. Documentation shall be made available for periodic monitoring by representatives of County and/or HUD.
- Fair Housing:
Subrecipient shall affirmatively further fair housing in accordance with 24 CFR 570. Under section 808(e)(5) of the Fair Housing Act, HUD has a statutory duty to affirmatively further fair housing. HUD requires the same of its funded sub-recipients. The Subrecipient has a duty to affirmatively further fair housing opportunities for classes protected under the Fair Housing Act, along with all applicable State & Federal requirements. - Grantor Recognition:
Subrecipient shall insure recognition of the role of the County in providing services through this Contract. All activities, facilities and items utilized pursuant to this Contract shall be prominently labeled as to funding source. In addition, Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Contract. Subrecipient will retain documentation of such recognition, which shall be available for periodic monitoring by representatives of County or HUD. - Rehabilitation Act:
Subrecipient agrees to comply with any federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 706) which prohibits discrimination against the handicapped in any federally assisted program. County shall provide Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Contract.
- Compliance with Other Laws —
A. Laws related to Contract. Subrecipient and its subcontractors shall administer the program(s) funded by this Contract in accordance with this Contract, and with all applicable local, State and federal laws, regulations, directives, guidelines and/or manuals.
B. Laws applicable to Subrecipient’s operations. Subrecipient and its subcontractors shall comply with all federal, State and local laws and regulations pertinent to their operations, including, but not limited to all statutes, ordinances, regulations, directives, guidelines and/or manuals pertaining to wages and hours of employment, occupational safety, fire safety, health and sanitation.
C. Federal environmental laws. If the amount of compensation Subrecipient shall receive under this Contract exceeds $100,000, Subrecipient and its subcontractors shall comply with all applicable orders or requirements issued under the following laws:
i. Clean Air Act as amended (42 U.S.C. 7401)
ii. Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.)
iii. Environmental Protection Agency Regulations (40 CFR 29, Executive Order 11738).
iv. State Contract Act [Cal. Pub. Con. Code §10295 et seq.]
v. Unruh Civil Rights Act [Cal. Pub. Con. Code § 2010]
D. State Energy Plan. Subrecipient shall comply with all mandatory standards and policies relating to energy efficiency which are contained in the State Energy Plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stats. 871).
E. Withholding. Subrecipient shall promptly forward payroll taxes, insurances and contributions, including State Disability Insurance, Unemployment Insurance, Old Age Survivors Disability Insurance, and federal and State income taxes withheld, to designated governmental agencies as required by law.
F. Elder abuse reporting. Subrecipient shall comply with all applicable requirements pertaining to the reporting of elder and dependent adult abuse, including Welfare and Institutions Code Section 15600 et. seq. Before permitting any of its employees, agents, officers, Subrecipients, subcontractors or volunteers to provide services supported by this Contract, Subrecipient shall deliver to them, and obtain their signatures on, the forms described in Welfare and Institutions Code Section 15659, describing the responsibility to report elder and dependent adult abuse. Subrecipient shall retain the originals of all such signed forms.
G. Debarment.
i. Subrecipient shall not make any award or permit any award at any time to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in federal/State assistance programs.
ii. Subrecipient shall timely execute any and all amendments to this Contract or certificates or other required documentation relating to its subcontractors’ debarment/suspension status.
H. State and local environmental and land use laws.
i. Subrecipient shall comply with the California Environmental Quality Act (CEQA) and Section 65402 of the Government Code, as may be required by the land use agency of jurisdiction. Subrecipient further agrees to provide Administrator proof that Subrecipient has complied with, and maintains compliance with, all zoning regulations and that Subrecipient has obtained, and is maintaining in full force and effect, all necessary licenses, permits, certifications, and authorizations to operate said programs at each location, or as may otherwise be approved by Administrator.
ii. By signing this Contract, Subrecipient swears under penalty of perjury that Subrecipient is not:
a. in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district;
b. subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or
c. finally determined to be in violation of provisions of federal law relating to air or water pollution.
I. Failure to comply. If Subrecipient fails to comply with the requirements of any Sections of this Compliance with Other Laws Paragraph, Administrator may withhold payment to Subrecipient and/or terminate this Contract in accordance with the Termination Paragraph .
- News/Information Release —
Contractor agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from County through County’s Project Manager.
- Participants —
A. Eligibility- Only participants who have been determined to meet all federal eligibility requirements to receive WIOA Title I Career Services and training hereunder shall be enrolled by Subrecipient in any occupational training. Determinations that participants meet federal eligibility requirements shall be made by the Orange County Workforce Solutions Center funded by County, and, when applicable, by WIOA Youth Program Services - TBD.
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 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.
- Precedence —
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.
- Focal Points —
In accordance with 22 CCR § 7364(a)(5) County will specify to Subrecipient the identity of the Area Plan designated focal points for service delivery in the community which is attached hereto and is hereinafter referred to as Focal Points Exhibit.
- COPYRIGHT ACCESS —
The U.S. Department of Health and Human Services [if federal], the CDSS [if State], and County will have a royalty-free, nonexclusive, and irrevocable license to publish, translate, or use, now and hereafter, all material developed under this Contract, including those covered by copyright
- Pell Grants/HEA Title IV —
If Subrecipient provides any services under this Contract to applicants for or recipients of Pell Grants or awards pursuant to Title IV of the Higher Education Act, Subrecipient shall cooperate with County’s Project Manager in coordinating these grants and awards with WIOA funding in accordance with 20 C.F.R. 663.320 and section 134 (d) of the Act.
- DEFINITIONS —
For the purposes of this Contract the following definitions shall apply:
- OC Community Resources (OCCR): Designated as the Lead for the development and implementation of County of Orange Urban County Program’s Consolidated Plan.
- Director: Director of OC Community Resources, or designee.
- Grantee Performance Report (GPR) Information Form: A Program activity data document provided by County to Subrecipient used to monitor, track and report the performance of Subrecipient.
- OC Community Resources Contract Reimbursement Policy: A County document setting policies regarding types of documentation required to support the costs incurred and paid (including but not limited to copies of paid invoices, certified payroll registers, bank statements, etc.)
- Project: Any site or sites, including buildings, and/or activities assisted with federal program funds.
- OMB: Federal Office of Management and Budget.
- CAPER: Consolidated Annual Performance and Evaluation Report. An annual published report to HUD and the public on all housing-related activities.
- CDBG: 24 CFR Part 570 - Community Development Block Grant – the CDBG regulations set forth eligible activities and the national objectives that each activity must meet. The Catalog of Federal Domestic Assistance (CFDA) # 14.218 distributes formula grants (CDBG) to develop viable urban communities by providing decent housing, a suitable living environment, and expanding economic opportunities, principally for persons of low and moderate income.
- Continuum of Care: An Orange County group composed of representatives of relevant organizations that serve homeless and formerly homeless persons that are organized to plan for and provide, as necessary, a system of services to address the various needs of homeless persons and persons at risk of homelessness.
- Homeless Management Information System (HMIS): The information system designated by the Continuum of Care to comply with HUD’s data collection, management, and reporting standards and used to collect client-level data and data on the provision of housing and services to homeless individuals and families and persons at risk of homelessness. (24 CFR Part 580)
- Equipment: Tangible, non-expendable, personal property having a useful life of more than one year and an acquisition cost of $5,000 or more per unit.
- Substantial Amendment: The following criteria will be used by the County – if any one criteria applies, a substantial amendment will be required:
- A new activity not previously listed and described in the Consolidated Plan/Annual Action Plan;
- When a proposal is made to amend the description of an existing activity in such a way that the newly described purpose, scope, or beneficiaries differ significantly from the original activity’s purpose, scope, or beneficiaries; and/or
- An increase in the amount of Federal Community Planning Development and/or local funds allocated to an existing activity when the following apply:
- An increase in funding for a public service activity in an amount that is consistent with County policy; or
- An increase in the funding for public facility improvements in an amount that is consistent with County policy.
- Construction Bid Package: A package of bidding documents which includes the proposal, bidding instructions, Contract documents, detailed estimated costs, and plans and specifications for a construction project, all prepared in accordance with applicable Federal regulations.
- Program Administration: An activity relating to the general management, oversight and coordination of community development programs. Costs directly related to carrying out eligible activities are not included.
- SERVICES DURING EMERGENCY AND/OR DISASTER —
SSA additional requirements
- Policies and Procedures —
Subrecipient shall monitor its program for compliance with the provisions of this Contract. Subrecipient shall also comply with all applicable parts of County’s WIOA Policies and Procedures for recruitment, intake, assessment and referral, copies of which are available from County’s Project Manager.
- Covenant Against Contingent Fees —
1. The Subrecipient warrants that no person or selling agency has been employed or retained to solicit this Contract. There has been no agreement to make commission payments in order to obtain this Contract.
2. For breach or violation of this warranty, the County shall have the right to terminate this Contract without liability or at its discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingency fee.
- Subcontracting —
- 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.
- 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 Office on Aging/CDA and/or all applicable laws, regulations, and requirements set forth in the Compliance with Other Laws 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 Office on Aging/CDA. 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.
- PUBLICITY, LITERATURE, ADVERTISEMENTS AND SOCIAL MEDIA —
- County owns all rights to the name, logos, and symbols of County. The use and/or reproduction of County's name, logos, or symbols for any purpose, including commercial advertisement, promotional purposes, announcements, displays, or press releases, without County's prior written consent is expressly prohibited.
- Contractor may develop and publish information related to this Contract where all of the following conditions are satisfied:
- Administrator provides its written approval of the content and publication of the information at least thirty (30) days prior to Contractor publishing the information, unless a different timeframe for approval is agreed upon by the Administrator;
- Unless directed otherwise by Administrator, the information includes a statement that the program, wholly or in part, is funded through County, State, and Federal Government funds [identify funds as applicable]; The information does not give the appearance that the County, its officers, employees, or agencies endorse:
- Any commercial product or service; and
- Any product or service provided by Contractor, unless approved in writing by Administrator; and
- If Contractor uses social media (such as Facebook, Twitter, YouTube, or other publicly available social media sites) to publish information related to this Contract, Contractor shall develop social media policies and procedures and have them available to the Administrator. Contractor shall comply with County Social Media Use Policy and Procedures as they pertain to any social media developed in support of the services described within this Contract. The policy is available on the Internet at https://cio.ocgov.com/egovernment-policies.
- Termination – Orderly —
After receipt of a termination notice from County of Orange, Contractor 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 Contractor. Upon termination County agrees to pay Contractor 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.
- S.W.A.G —
The Subrecipient and its Subcontractor/Vendors 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.”
- Usage —
No guarantee is given by County to Contractor regarding usage of this Contract. Usage figures, if provided, are approximations. Contractor agrees to supply services and/or commodities requested, as needed by County of Orange, at rates/prices listed in Contract, regardless of quantity requested.
- REPORTS —
- Contractor shall provide information deemed necessary by Administrator to complete any State-required reports related to the services provided under this Contract.
- Contractor shall maintain records and submit reports containing such data and information regarding the performance of Contractor’s services, costs, or other data relating to this Contract, as may be requested by Administrator, upon a form approved by Administrator. The Administrator may modify the provisions of this Paragraph upon written notice to Contractor
- Usage Reports —
Contractor shall submit usage reports on an annual basis to the assigned Deputy Procurement 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.
- 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 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.
- ENERGY EFFICIENCY STANDARDS —
[Only required with State funded contracts.]
As applicable, Contractor shall comply with the mandatory standards and policies relating to energy efficiency in the State Energy Conservation Plan (Title 24, CCR)
- ENVIRONMENTAL PROTECTION STANDARDS —
Contractor shall be in compliance with the Clean Air Act (Title 42 USC Section 7401 et seq.), the Clean Water Act (Title 33 USC Section 1251 et seq.), Executive Order 11738 and Environmental Protection Agency, hereinafter referred to as “EPA,” regulations (Title 40 CFR), as any may now exist or be hereafter amended. Under these laws and regulations, Contractor assures that:
- No facility to be utilized in the performance of the proposed grant has been listed on the EPA List of Violating Facilities;
- It will notify County prior to award of the receipt of any communication from the Director, Office of Federal Activities, U.S. EPA, indicating that a facility to be utilized for the grant is under consideration to be listed on the EPA List of Violating Facilities; and
- It will notify County and EPA about any known violation of the above laws and regulations.
- County of Orange Local Small Business Preference Requirements —
Contractor certifies it is in compliance with the applicable County of Orange Local Small Business (OCLSB) and Disabled Veteran Business Enterprise (DVBE) Preference requirements at the time of bid/proposal submittal.
If applicable, Contractor certifies that OCLSB and/or DVBE Subcontractor(s) specified in Attachment “Staffing Plan” comply with County’s OCLSB and/or DVBE Preference at the time of bid/proposal submittal and shall ensure that at least 20% of the Contract amount is allocated to OCLSB and/or DVBE Subcontractor(s) as specified in Attachment.
For Public Works contracts, if applicable, Contractor will ensure that at least 3% of the Contract amount is allocated to OCLSB and/or DVBE Subcontractor(s), as specified in Attachment “Staffing Plan”.
- Equipment —
All computer-related and electronic equipment purchased with funds provided under this Contract or which are furnished to Subrecipient by County shall be considered “Equipment.” This includes, but is not limited to laptops, desktop computers, iPads, cell phones, PDAs, cameras, and DVD players. Title to all items of Equipment purchased vests and will remain in County, and as such shall be designated by County’s Project Manager. The use of such items of Equipment is limited to the performance of this Contract. Upon the termination of this Contract, Subrecipient shall immediately return any items of Equipment to County or its representatives or dispose of them in accordance with the directions of County’s Project Manager.
Subrecipient further agrees to the following:
A. To maintain all items of Equipment in good working order and condition, except for normal wear and tear.
B. To label all items of Equipment, do periodic inventories as required by County’s Project Manager and to maintain an inventory list showing where and how the Equipment is being used, in accordance with procedures developed by County’s Project Manager. All such lists shall be submitted to County’s Project Manager within ten (10) days of the request, therefore Inventory lists must be maintained for four (4) years after final disposition of property.
C. To report in writing to County’s Project Manager immediately after discovery, the loss or theft of any items of Equipment. For stolen items, the local law enforcement agency must be contacted, and a copy of the police report submitted to County’s Project Manager.
D. To purchase a policy or policies of insurance covering loss or damage to any and all Equipment purchased under this Contract, in the amount of the full replacement value thereof, providing protection against the classification of fire, extended coverage, vandalism, malicious mischief and special extended perils (all risks) covering the Parties’ interests as they appear.
E. The purchase of any Equipment by Subrecipient shall be requested by Subrecipient in writing, shall require the prior written approval of the Administrator and shall fulfill the provisions of this Contract which are appropriate and directly related to Subrecipient’s service or activity under the terms of this Contract. County may refuse reimbursement for any costs resulting from Equipment purchased, which are incurred by Subrecipient, if prior written approval has not been obtained from County’s Project Manager.
- CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS —
Contractor shall be in compliance with Section 319 of Public Law 101-121 pursuant to Section 1352, Title 31, U.S. Code. Under these laws and regulations, it is mutually understood that any contract which utilizes federal monies in excess of $100,000 must contain and Contractor must certify compliance utilizing a form provided by Administrator that includes the text below.
- The undersigned certifies to the best of his or her knowledge and belief that:
- 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 contract, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan or cooperative contract.
- 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 Contract, grant, loan, or cooperative contract, the undersigned shall complete and submit Standard Form-LLL “Disclosure Form to Report Lobbying,” in accordance with its instructions.
- 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 contracts) and that 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
- Disabled Veteran Business Enterprise Preference Requirements —
Contractor certifies it is in compliance with County of Orange Disabled Veteran Business Enterprise Preference requirements at the time this Contract is executed.
- 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. WIOA and 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-title42-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-10/part-420
iii. Davis-Bacon Act https://www.law.cornell.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/government-contracts/copeland-anti-kickback
v. Byrd Anti-Lobbying Amendment https://www.law.cornell.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-equal-employment-opportunity and supplemented by the requirements of 41 CFR Part 60. https://www.law.cornell.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.
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.
- POLITICAL ACTIVITY —
Contractor agrees that the funds provided herein shall not be used to promote, directly or indirectly, any political party, political candidate, or political activity, except as permitted by law.
- Project Manager, County —
The County shall appoint a Project Manager to act as liaison between the County and the Contractor during the term of this Contract. The County’s Project Manager shall coordinate the activities of the County staff assigned to work with the Contractor.
The County’s Project Manager shall have the right to require the removal and replacement of the Contractor’s Project Manager and key personnel. The County’s Project Manager shall notify the Contractor in writing of such action. The Contractor 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 Contractor’s Project Manager and key 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 Contractor’s Project Manager from providing further services under the Contract.
- 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 (FERPA) 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 FERPA 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 (FERPA) 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.
- 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.
- SIGNATURE IN COUNTERPARTS —
- The parties agree that separate copies of this Contract 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.
- Contractor represents and warrants that the person executing this Contract on behalf of and for Contractor is an authorized agent who has actual authority to bind Contractor to each and every term, condition and obligation of this Contract and that all requirements of Contractor have been fulfilled to provide such actual authority
- Safety Data Sheets (SDS) —
The Contractor is required to provide a completed Safety Data Sheet (SDS) for each hazardous substance provided to the County under the Contractor’s Contract with the County. This includes hazardous substances that are not directly included in the Contract, but are included in the goods or services provided by the Contractor to the County. The provision of the SDSs must be in accordance with the requirements of California Labor Code Sections 6380 through 6399, General Industry Safety Order Section 5194, and Title 8, California Code of Regulations. The SDSs for each substance must be sent to the place of shipment or provision of goods/service.
- 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.
- Contractor Safety —
Contractor shall comply with the County’s Safety and Loss Prevention Policy and Procedure#306 (“Contractor Safety Responsibilities”) and submit a copy of their Injury and Illness Prevention Program (IIPP) and Contractor Safety-Activity Checklist to the County’s Project Manager prior to the start of any work performed under the Contract. Contractor will notify County Project Manager of any revisions to the Safety-Activity Checklist and will provide a new Safety-Activity Checklist upon County request. The IIPP shall comply with California Code of Regulations, Title 8, Section 1509 or 3203(whichever applies). Contractor shall submit other safety programs that pertain to the type of job that will be performed on site. County reserves the right to conduct inspections and audits as necessary for the purpose of evaluating any aspect of safety performance under this Contract.
- 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.
- Permits and Licenses —
Contractor 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 Contractor’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.
- 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.
- Inventory —
County has an ongoing requirement for the commodities indicated in this Contract. Contractor shall maintain a reasonable stock on hand of all commodities for delivery upon request.
- 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.
- Contractor Screening —
Throughout the term of this Contract, Contractor shall not be listed on any state or federal exclusionary rosters, listed below. County may screen Contractor on a monthly basis to ensure Contractor is not listed on the exclusionary rosters, listed below. If Contractor or its employee(s) are found to be included on any of the rosters indicated below, Contractor shall be deemed in default of its obligation under this Paragraph and shall constitute a cause for County to exercise its right to terminate this Contract immediately. County, in its sole discretion, may afford Contractor an opportunity to cure said default within a reasonable time.
- United States Department of Health and Human Services, Office of Inspector General (OIG) List of Excluded Individuals & Entities (LEIE) (http://exclusions.oig.hhs.gov)
- General Services Administration (GSA) System for Award Management (SAM) Excluded Parties List (http://sam.gov)
- State of California Department of Health Care Services Medi-Cal Suspended and Ineligible Provider List (County Health Care Agency Internal Database)
- Web Content Accessibility Guidelines (WCAG) 2.1, Level AA —
The County of Orange integrates VPAT review into its IT procurement process to ensure that all acquired products and services are accessible to individuals with disabilities. By adhering to the Web Content Accessibility Guidelines (WCAG) 2.1, Level AA, the County affirms its commitment to creating a digital environment that is inclusive, user-friendly, and accessible to everyone in the community.
All third-party suppliers engaged by the County of Orange must ensure that any web content, applications, or digital assets they produce or maintain meet or exceed WCAG 2.1 Level AA standards. These requirements apply to websites, mobile apps, documents (e.g., PDFs, Word, Excel), and multimedia elements (e.g., videos, images, audio). Additional documentation, testing, or remediation commitments may be required as a condition of contract award.