Loading...
HomeMy WebLinkAboutVAN DINE, BARABARA - 2002-03-18Council/Agency Meeting Held: Deferred/Continued to: Approved ❑ Conditionally Approved ❑ Denied P--Clty Clerk Signature Council Meeting Date: March 18, 2002 Department ID Number: CS 02-012 o 0 CITY OF HUNTINGTON BEACH c REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS -D SUBMITTED BY: RAY SILVER, CITY ADMINISTRATORX/" C a PREPARED BY: RON HAGAN, DIRECTOR, COMMUNITY SERVICE SUBJECT: APPROVE GRANT AGREEMENT WITH ORANGE C UNTY CHILDREN AND FAMILIES COMMISSION AND APPROVE PROFESSIONAL SERVICES AGREEMENT WITH BARBARA VAN DINE FOR CONSULTING SERVICES FStatement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachments) Statement of Issue: The Orange County Children and Families Commission and the City of Huntington Beach desire to enter into a grant agreement to provide services through a Family Resource Center and in order to support this process, there is a need to approve a professional services agreement with a consultant, Barbara Van Dine. Funding Source: Orange County Children and Families Commission Grant ($35,000). Recommended Action: Motion to: 1. Approve a grant agreement with the Orange County Children and Families Commission and authorize the Mayor and City Clerk to execute the agreement; and 2. Approve a professional services agreement with Barbara Van Dine for consulting services in connection with the Family Resource Center, and authorize the Mayor and City Clerk to execute the agreement; and 3. Direct staff to establish a new fund entitled, "Family Resource Center Fund," and approve expenditure of those funds to consultant upon receipt from commission. Alternative Action(s): Do not approve the grant agreement; and do not hire a consultant to supportthe grant agreement. Analysis: At its July 16, 2001, City Council unanimously approved the submittal of a Proposition 10 Capacity Building Grant application. The Children's Needs Task Force (CNTF) is pleased to report that the application was successful, and the City of Huntington Beach has been selected to receive a grant award of $35,000 for implementation of a plan to create a Family Resource Center. I (� AUEST FOR COUNCIL ACTIS MEETING DATE: March 18, 2002 DEPARTMENT ID NUMBER: CS 02-012 In order to support the planning stage, the city requested proposals for a consultant (see Attachment 1) and received four proposals. A committee of the CNTF conducted interviews and selected Barbara Van Dine. Her compensation is $30,000 for the total project, with an additional budget of $5,000 for materials, supplies, etc. The grant agreement (Attachment 2) is intended to provide one-time start-up funding for agencies to assist in developing the organizational and service infrastructure. to. effectively provide. services in the future. With the passage of Proposition 10 and the inception of the Orange County Children and Families Commission, hundreds of thousands of dollars have been distributed to cities and agencies throughout the county in order to promote the health of children ages zero to five, access to counseling and education for families with these children, and school readiness. During the planning stage, the consultant, Barbara Van Dine, will produce a business plan, options for a location for the Family Resource Center, long-term funding sources and other sustainability issues. A professional services agreement with Van Dine (Attachment 3) has been prepared for Council approval. As stated previously, it is the intent of the CNTF that the General Fund will not pick up the costs of this program if outside funds are not able to fully pay for it. Environmental Status: Not applicable Attachment(s): 1. Request for. Proposal for Consultant 2. Grant Agreement between Orange County Children and Fa (lies � Commission and City of Huntington Beach SOR W,iv 03I,% 3. Professional Services Agreement between the City of Huntington Beach and Barbara Van Dine RCA Author: Fowler D:\Documents and Settings\kuhnkee\Local Settings\Temporary Internet Files\OLK6\02-012 Contract Van Dine.doc -2- 3/12/2002 10:18 AM • • ATTACHMENT #3 • • PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND BARBARA VAN DINE FOR CONSULTING SERVICES IN SUPPORT OF -GRANT AGREEMENT BETWEEN CITY OF HUNTINGTON BEACH AND ORANGE COUNTY CHILDREN AND FAMILIES COMMISSION THIS AGREEMENT ("Agreement") is made and entered into this day of 2002, by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and BARBARA VAN DINE, hereinafter referred to as "CONSULTANT." WHEREAS, this Agreement is in furtherance of, and expressly contingent upon CITY's receipt of funds pursuant to Grant Agreement No. 031-AC-01 ("GRANT AGREEMENT") between the CITY and the Orange County Children and Families Commission ("COMMISSION""), attached hereto as Attachment I'V and incorporated herein by this reference; WHEREAS, pursuant to the Grant Agreement, CITY is required to engage the services of a consultant to implement a planning grant from the Commission to create a Family Resource Center; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services in furtherance of the GRANT AGREEMENT, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 02agree/OC Children/3/8/02 1 i 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Attachment 112" which is attached hereto and incorporated into this Agreement by this reference. CONSULTANT'S performance of services shall be in accordance with the terms, specifications and standards set forth in the GRANT AGREEMENT and will include all services described in Attachment "2" and Exhibits "A" and "A-1" to the GRANT AGREEMENT. Collectively, all of these services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT's provision of these services is expressly contingent upon CITY's receipt of funds pursuant to the GRANT AGREEMENT. BARBARA VAN DINE shall represent CONSULTANT and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff. coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence as soon as practicable after the execution of this Agreement by CITY (the "Commencement Date") and shall be provided consistent with the GRANT AGREEMENT. This Agreement shall expire on September 18, 2002 unless sooner terminated as provided herein. All tasks specified in SECTION 1 shall be completed no later than six (6) months from the Commencement Date of this Agreement. These times may be extended with the written permission of CITY. The time for performance of the 02agree/OC Children/3/8/02 2 • • tasks identified in SECTION 1 are generally to be shown in Attachments " 1 " and 112", in accordance with the' Work Plan. This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT and COMMISSION. 4. COMPENSATION Compensation is . expressly contingent upon CITY's receipt of funds from the COMMISSION pursuant to the GRANT AGREEMENT. Upon receipt of such funds by the CITY and in consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B" to the GRANT AGREEMENT, a fee, including all costs and expenses, not to exceed Thirty -Five Thousand Dollars ($ 35,000.00). 5. EXTRA WORK In the event CITY requires additional services not included in Attachment 112" and Exhibit "A" to the GRANT AGREEMENT or changes in the scope of services to the same, CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B" to the GRANT AGREEMENT which is attached hereto and incorporated by reference into this Agreement. However, payment of any compensation is expressly contingent upon CITY's receipt of funding from COMMISSION pursuant to the GRANT AGREEMENT. 02agree/OC Children/3/8/02 3 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials, over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. CONSULTANT shall otherwise maintain and retain any records relating to work and services provided hereunder, financial or otherwise, for a minimum of three years. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, the COMMISSION, and the COUNTY OF ORANGE, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY, the COMMISSION or the County of Orange. CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. 'CONSULTANT will conduct all defense at its sole cost and 02agree/OC Children/3%8/02 4 expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 10. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 11. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or 02agree/OC Children/3/8/02 5 • • entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 12. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 13. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the -work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 14. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Huntington Beach ATTN: Bill Fowler 2000 Main Street Huntington Beach, CA 92648 TO CONSULTANT: Barbara Van Dine Tri-Source P.O. Box 5681 Huntington Beach, CA 92615 02agree/OC Children/3/8/02 6 15. CONSENT When . CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 16. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 17. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 18. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. . No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. 02agree/OC Children/3/8/02 7 Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then- the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 19. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution- and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 20. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 21. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable fof payment of any legal services expenses incurred by CONSULTANT. 02agree/OC Children/3/8/02 8 22. ATTORNEY'S FEES Except as expressly set forth in Section 8 of this Agreement, in the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non -prevailing party. 23. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement shall so survive. 24. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 25. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that•party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance. on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supercede all prior 02agree/OC Children/3/8/02 9 understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first -above written. BARBARA VAN D E Consultant REVIEWED AND APPROVED: (.2 y Administrator CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ATTEST: City Clerk APPROVED AS TO FORM: D City Attorney Lj 511 110 Z INITIATED AND APPROVED: ire for of Community�brvices 02agree/OC Children/3/8/02 10 ATTACHMENT #1 • 0 GRANT AGREEMENT NO.031-AC-01 BY AND BETWEEN ORANGE COUNTY CHILDREN AND FAMILIES COMIVIISSION CITY OF HUNTINGTON BEACH FOR THE PROVISION OF SERVICES Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 • TABLE OF CONTENTS • Page 1. TERM OF AGREEMENT......................................................................................................... 2 2. ALTERATION OF TERMS..................................................................................................... I 3. STATUS OF CONTRACTOR..................................................................................................2 3.1 COMMISSION Independent Entity..............................................................................2 4. CONTRACTOR DELEGATION AND ASSIGNMENT......................................................... 3 5. SUBCONTRACTS.....................................................................................................................3 5.1 Minimum Subcontract Terms....................................................................................... 3 6. INDEMNIFICATION............................................................................................................... 3 6.1 Contractor Indemnification of Commission.................................................................. 3 6.2 Commission Indemnification of Contractor..................................................................4 6.3 Notice of Claim; Tender of Indemnification.................................................................4 6.4 Defense of Claim........................................................................................................... 4 6.5 Cooperation with Claims............................................................................................... 5 7. INSURANCE......................................................................................:.....................................5 7.1 ......................................................................................... Evidence of Coverage ... .......... 5 7.2 Notice of Cancellation or Change of Coverage............................................................ 5 7.3 Termination of Insurance.............................................................................................. 5 7.4 Qualifying Insurers.......................:................................................................................ 5 7.5 Exceptions to Standard Policy...................................................................................... 5 7.6 Comprehensive General Liability Insurance.................................................................6 7.7 Comprehensive Automobile Liability Insurance.......................................................... 7 7.8 Workers' Compensation Insurance............................................................................... 7 7.9 Employers' Liability Coverage.....................................................................................8 7.10 Professional Liability.................................................................................................... 8 7.11 Fidelity Bond Requirement....................................................................... ................ 8 7.12 Remedies for Failure to Provide or Maintain Required Insurance or Endorsements................................................................................................................ 8 8. RESPONSIBILITIES OF CONTRACTOR..............................................................................9 8.1 Conditions to Commission's Obligation to Proceed under Agreement ........................ 9 8.2 No Supplanting Government Funds..............................................................................9 8.3 Scope of Work.............................................................................................................10 8.4 Technical Requirements for PCs and Software Used by CONTRACTOR for all Recordkeepmg and Reporting for the Services and Agreement ............................10 8.5 Staffing Obligations for Services................................................................................11 8.6 Implementing Plans.....................................................................................................12 9. GENERAL TERMS AND CONDITIONS.............................................................................12 9.1 Compliance with the Law...........................................................................................1.7 9.2 Familiarity with Work.................................................................................................12 9.3 Care of Work...............................................................................................................13 i Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 • • Page 9.4 Remedies Not Exclusive.............................................................................................13 9.5 Severability .............................................................................................................13 9.6 ............................................................... California Law ........................................... ..13 9.7 Waiver.........................................................................................................................13 9.8 Rights and Remedies are Cumulative.........................................................................13 9.9 Covenant Against Discrimination...............................................................................14 9.10 Legal Action................................................................................................................14 9.11 Attorneys' Fees...........................................................................................................14 9.12 Publicity......................................................................................................................14 9.13 Time of Essence..........................................................................................................14 9.14 No Broker or Finders Fee............................................................................................14 9.15 No Use of Funds for Lobbying...................................................................................14 9.16 Constitutional Use Of Funds.......................................................................................14 9.17 Child Abuse Reporting................................................................................................15 9.18 Contractor Cooperation with Other Commission Service Providers ..........................15 9.19 Political Activity.........................................................................................................15 10. REPRESENTATIONS AND WARRANTIES OF CONTRACTOR.....................................15 10.1 No Conflict..................................................................................................................15 10.2 No Bankruptcy............................................................................................................15 10.3 No Pending Legal Proceedings...................................................................................15 10.4 Application Veracity...................................................................................................16 10.5 No Pending Investigation............................................................................................16 10.6 Licenses and Standards; Compliance with Laws........................................................16 11. FORM OF BUSINESS ORGANIZATION AND REAL PROPERTY DISCLOSURE.........................................................................................................................16 11.1 Form of Business Organization...................................................................................16 11.2 Change in Form of Business Organization.................................................................16 11.3 Real Property Disclosure.............................................................................................17 12. CONFIDENTIALITY.............................................................................................................18 12.2 Commission Obligation..............................................................................................18 12.3 Authorized Data Sharing.............................................................................................18 13. INTERPRETATION OF CONTRACT REQUIREMENTS...................................................18 14. REPORTING REQUIREMENTS...........................................................................................19 14.1 Reports........................................................................................................................19 14.2 Final Report .................................................................................................................19 15. AUDITS...................................................................................................................................19 15.1 Program Audit.............................................................................................................19 15.2 Other Auditing Authority............................................................................................19 .15.3 Availability of Records for Auditing Purposes...........................................................20 15.4 Monitoring..................................................................................................................20 16. MAXIMUM PAYMENT OBLIGATION...............................................................................20 16.1 Advance Payment........................................................................................................20 ii Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 • 16.2 Payments..................................................................................................................... 20 16.3 Invoices 16.4 Final Invoice/Settlement.............................................................................................21 16.5 Source of Funding Limited to Commission Funding .................................................. 22 x 17. OVERPAYMENTS................................................................................................................. 22 17.1 Offset Permitted.........................................................:................................................ 22 18. RECORDS...............................................................................................................................22 18.1 Maintain Complete Books and Records......................................................................22 18.2 Separation of Accounts..............................................................................................:23 18.3 Form of Records..............................................:...........................................................23 18.4 Release of Records......................................................................................................23 18.5 Ownership of Records.................................................................................................23 18.6 Inspection and Access to Records ........................... :................................................... 24 19. CONTRACTOR OBLIGATION TO PROVIDE DATA FOR COMMISSION'S OUTCOMES COLLECTION AND REPORTING SERVICE..............................................24 19.1 Outcomes Collection, Evaluation, and Reporting Service (OCERS) .........................24 19.2 Confidentiality.............................................................................................................25 20. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS................................................25 21. COPYRIGHT ACCESS..........................................................................................................26 22. NOTICES................................................................................................................................26 22.1 Method and Form of Notice...................................................:....................................26 22.2 Advisory Notices Required .................................... 23. RIGHTS OF TERMINATION................................................................................................26 23.1 Termination Without Cause by Either Party Prior to Expiration of Term .................. 26 23.2 Termination For Cause Due to Default of CONTRACTOR.......................................27 24. DEFAULT...............................................................................................................................27 24.1 Default by CONTRACTOR........................................................................................27 25. REVERSION OF ASSETS.....................................................................................................28 25.1 Unencumbered or Unexpended Funds........................................................................ 28 25.2 Real or Personal Property Assets................................................................................28 iii Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 GRANT AGREEMENT NO.031-AC-01 BY AND BETWEEN ORANGE COUNTY CHILDREN AND FAMILIES COMMISSION 0 CITY OF HUNTINGTON BEACH FOR THE PROVISION OF SERVICES This GRANT AGREEMENT ("Agreement") entered into as of the 5th day of December, 2001 ("Date of Agreement") (which date is enumerated for purposes of reference only] is by and between the ORANGE COUNTY CHILDREN AND FAMILIES COMMISSION, a public body and legal public entity ("CONMISSION") and the CITY OF HUNTINGTON BEACH, a municipal corporation ("CONTRACTOR"). This Agreement shall be administered by the Executive Director of CONIlVIISSION or his/her authorized designee ("ADMINISTRATOR"). RECITALS WHEREAS, in order to facilitate the creation and implementation of an integrated, comprehensive, and collaborative system of information and services to enhance optimal early childhood development, the legislature adopted legislation set forth in the California Children and Families Act of 1998, Health and Safety Code Section 130100, et seq. (as amended, the "Act") implementing the Children and Families First Initiative passed by the California electorate in November, 1998 and establishing the California Children and Families Commission and County Children and Families Commissions, including CON MSSION; and WHEREAS, COMMSSION adopted its First Strategic Plan to define how funds authorized under the Act should best be used to meet the critical needs of Orange County's children prenatal through five years of age as codified in the Act, which plan hereafter may be amended, updated and/or revised ("-Strategic Plan"); and WHEREAS, CONMSSION desires to contract with CONTRACTOR to provide services and carry out certain performance obligations promoting the purposes of the Act and the Strategic Plan on the terms and conditions set forth in this Agreement ("Services"); and WHEREAS, CONTRACTOR desires to provide the Services in furtherance of the purposes of the Act and the Strategic Plan on the terms and conditions set forth in this Agreement. NOW, THEREFORE, based on the foregoing Recitals, which are a substantive part of this Agreement, and agreed mutual consideration, COMMISSION and CONTRACTOR agree as follows: Page I of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 1. TERM OF AGREEMENT. The term of this Agreement shall commence on January ` 1, 2002 and terminate on December 31, 2002, unless earlier terminated pursuant to the provisions of Paragraph 23 of this Agreement. CONTRACTOR and ADMINISTRATOR may mutually agree in writing to extend the term of this Agreement, provided that COMMISSION'S Maximum Payment Obligation in this Agreement does not increase as a result. 2. ALTERATION OF TERMS. This Agreement, together with Exhibit A, Exhibit A-1 and Exhibit B attached hereto and fully incorporated herein by this reference, express all understanding of the parties with respect to the subject matter of this Agreement, and shall constitute the total Agreement between the parties, except as provided hereinafter in Paragraph 8.6. No amendment, addition to, or alteration of, the terms of this Agreement, whether written or oral, shall be valid unless such amendment is made in writing and formally approved and executed by both parties, except as provided hereinafter in Paragraph 8.6. 3. STATUS OF CONTRACTOR. CONTRACTOR is and shall at all times be deemed to be an independent CONTRACTOR and shall be wholly responsible for the manner in which it performs the Services required of it by the terms of this Agreement. Nothing herein contained shall be construed as creating the relationship of employer and employee or principal and agent between COMMISSION and CONTRACTOR or any of CONTRACTOR'S agents or employees. CONTRACTOR knowingly, voluntarily, and expressly assumes exclusively the responsibility for the acts of its employees or agents as they relate to the Services to be provided during the course and scope of their employment, whether such employee(s) are funded by program moneys or otherwise related directly or indirectly to the performance of Services under this Agreement. CONTRACTOR, its agents and employees, shall not, in any respect whatsoever, be entitled to any rights and/or privileges of COMMISSION employees and shall not be considered in any manner to be COMMISSION employees. COMMISSION shall neither have nor exercise any control or direction over the methods by which CONTRACTOR shall perform its obligations under this Agreement. COMMISSION shall not be responsible or liable for the acts or failure to act, whether intentional or negligent, of any employee, agent, or volunteer of CONTRACTOR. 3.1 COMMISSION Independent Entity. Notwithstanding other provisions herein, such as insurance and indemnity provisions protecting the County of Orange, CONTRACTOR acknowledges that pursuant to Government Code Section 130140.1(a)(1) COMMISSION is a legal public entity separate from the County of Orange with independent powers and that in no event will CONTRACTOR look to the County of Orange for performance or indemnity hereunder, and CONTRACTOR expressly waives any rights it may have against the County of Orange in any way related to this Agreement. With respect to the foregoing CONTRACTOR agrees all rights under Section 1542 of the California Civil Code and any similar law of any state or territory of the United States are expressly waived. Section 1542 reads as follows: Civil Code Section 1542. Certain claims not affected by general release. A general release does not extend to claims which the creditor does not know or suspect to exist in his/her favor at the time of executing the release which if known by him must have materially affected his/her settlement with the debtor. Page 2 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 4. CONTRACTOR DELEGATION AND ASSIGNMENT. CONTRACTOR shall not delegate its duties nor assign its rights hereunder, either in whole or in part, without the prior written consent of ADMINISTRATOR. Any such request must be in writing with a full explanation for such request. Any consent granted by ADMINISTRATOR may be conditioned upon and subject to certain actions by CONTRACTOR as determined by ADMINISTRATOR. Any attempted assignment or delegation in derogation of this paragraph shall be deemed void. 5. SUBCONTRACTS. Except to the extent expressly provided for under Exhibit A, or as approved by ADMINISTRATOR, CONTRACTOR shall not enter into a subcontract or consulting agreement ("Subcontract') for the provision of services or performance of tasks included within the scope of the Services required by this Agreement without the prior written consent of ADMINISTRATOR. If ADMINISTRATOR consents in writing for CONTRACTOR to enter into a Subcontract, in no event shall the Subcontract alter in any way any legal responsibility or performance obligation of CONTRACTOR to COMMISSION to perform or cause performance of the Services required hereunder. ADMINISTRATOR may, but is not obligated to, require that CONTRACTOR submit a true copy of any permitted Subcontract. All records related to each Subcontract are subject to examination and audit by ADMINISTRATOR or his/her designee, for a period of the later of (i) three (3) years after the date of final disbursement under this Agreement, or (ii) until any pending audit is completed. 5.1 Minimum Subcontract Terms. Each permitted Subcontract and the terms and provisions thereof shall be independently negotiated between CONTRACTOR and its selected subcontractor or consultant ("Subcontractor"); provided however, each Subcontract shall include provisions that meet or exceed the following requirements: (i) any specific requirements set forth in Exhibit A; (ii) clear and complete description of the scope of work to be performed by the Subcontractor and the relation of such work to the Services required hereunder; (iii) identification of the personnel by classification, and, if available by name, who will work or provide services to CONTRACTOR under the Subcontract, including a description of the minimum qualifications, education, experience, and any required licensing for each classification of personnel, number of hours described in relation to full time equivalent (e.g., 1.0 FTE or 0.5 FTE); (iv) a compensation schedule, including hourly rates or fees for each classification of personnel and a maximum payment obligation under the Subcontract, which total amount shall in no event exceed and shall be limited to amounts set forth in Exhibit B; (v) insurance and indemnification comparable to the requirements and provisions set forth herein for CONTRACTOR to provide to COMMISSION, which insurance shall protect CONTRACTOR and COMMISSION, and the County of Orange from any liabilities and claims which arise out of the Subcontract and performance of Subcontractor thereunder; (vi) term of Subcontract, which term shall not exceed the term of this Agreement; (vii) obligation to maintain and retain accurate and complete client and financial records for a minimum of three years related -to work and services provided under the Subcontract, and (viii) remedies and termination provisions which may be availed by CONTRACTOR in the event Subcontractor fails to perform under the Subcontract. 6. INDEMNIFICATION. 6.1 Contractor Indemnification of Commission. CONTRACTOR agrees to and shall indemnify, defend, hold harmless COMMISSION, and its officers, agents, and employees from and against all liability, claims, losses and demands, damages to property or injuries to or death of any person or persons, including property of officers, employees, or agents of COMMISSION, including Page 3 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 defense costs ("Claims"), whether resulting from court action or otherwise, resulting from, related in any manner to, or arising out of the intentional, malicious, negligent, or other acts, inactions, errors or omissions of CONTRACTOR, its officers, employees, agents, and/or subcontractors in the performance of this Agreement. 6.1.1 With regard to the foregoing indemnity clause, COMMISSION acknowledges CONTRACTOR does not assume responsibility for payment of Claims to the extent a court of competent jurisdiction determines the CONTRACTOR was not responsible for all or a part of the Claim(s), i.e., liability did not result from intentional, malicious, negligent, or other acts, inactions, errors or omissions of CONTRACTOR, its officers, employees, agents, and/or subcontractors in the performance of this Agreement, but were the result of the negligent or intentional act or omission of COMMISSION or its officers or employees. CONTRACTOR agrees the foregoing does not limit or affect its obligation to. accept tender of defense and indemnification for a Claim from the COMMISSION or ADM *4ISTRATOR. Provided however, if COMMISSION or its officers or employees are found liable for all or a part of such Claim by a court of competent jurisdiction due to negligent or intentional act or omission of COMMISSION or its officers or employees, then COMMISSION shall be responsible to pay the part of Claim it is determined responsible for and CONTRACTOR may recover of costs of defense directly attributable to such part of Claim. 6.1.2 Without limiting CONTRACTOR'S indemnification, it is agreed that CONTRACTOR shall maintain in force at all times during the term of this Agreement, the policy or policies of insurance covering its operations and performance under this Agreement in the form and amounts set forth in Paragraph 7 herein, which insurance obligations shall apply independently of the indemnification provided hereunder. 6.1.3 No member, officer, committee member, or employee of COMMISSION shall be personally liable to CONTRACTOR, or any successor in interest, in the event of any default or breach by COMMISSION or for any amount which may become due to CONTRACTOR or to its successor, or for breach of any obligation of the terms of this Agreement. 6.2 Commission Indemnification of Contractor. COMMISSION agrees to indemnify and hold harmless CONTRACTOR from all liability, claims, losses and demands, including defense costs, whether resulting from court action or otherwise, arising out of the sole intentional or grossly negligent acts or omissions of CONIIvIISSION and its officers, agents or employees in the performance of this Agreement. 6.2.1 COMMISSION warrants it is self -insured or maintains policies of insurance placed with reputable insurance companies licensed to do business in the State of California which insures.the perils of bodily injury, medical, professional liability and property damage. 6.3 Notice of Claim; Tender of Indemnification. Each party agrees to provide the indemnifying party with written notification of any claim within thirty (30) days of notice thereof, to allow the indemnifying party control over the defense and settlement of the claim, and to cooperate with the indemnifying party in its defense. 6.4 Defense of Claim. CONIlVIISSION and CONTRACTOR, at their sole discretion and expense, may employ legal counsel and participate in the defense of any actions. Page 4 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 6.5 Cooperation with Claims. Each party to this Agreement shall cooperate with another party to this Agreement in the defense of any action brought for conduct resulting under this Agreement and shall make available to said party any and all records in their respective possessions or control reasonably required by a party for use in contesting or defending liability. 7. INSURANCE. Without limiting CONTRACTOR'S liability for indemnification of COMMISSION as set forth in Paragraph 6, CONTRACTOR shall provide and maintain, in effect, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions: 7.1 Evidence of Coverage. Prior to commencement of this Agreement, CONTRACTOR shall provide on COMMISSION'S own form or on an insurance industry approved form a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Agreement. In addition, a certified copy of the policy or policies shall be provided by CONTRACTOR upon request of ADMINISTRATOR at the address specified in paragraph 12. CONTRACTOR shall not proceed with the provision of Services or other work under this Agreement until it has obtained all insurance required and such insurance has been approved by ADMINISTRATOR. This approval of insurance shall neither relieve nor decrease the liability of CONTRACTOR. 7.2 Notice of Cancellation or Change of Coverage. Insurance afforded by this policy shall not be canceled or changed so as to no longer meet the herein specified COMMISSION insurance requirements without thirty (30) days prior written notice of such cancellation or change being delivered to ADMINISTRATOR. 7.3 Termination of Insurance. If insurance is terminated for any reason, CONTRACTOR agrees to purchase an extended reporting provision of at least two years to report claims arising from work performed in connection with this Agreement. 7.4 Qualifying Insurers. All coverages shall be issued by insurance companies which must be: 7.4.1 Rated A-:VIII or better or FPR Ratings of 9 through 7, and have a Financial Size Category (FSC) of VIII or better according to the current Best's Key Rating Guide/Property- Casualty/United States; or 7.4.2 A company of equal financial stability that is approved by ADMINISTRATOR or his/her Risk Management designee; and 7.4.3 Admitted in the State of California. 7.5 Exceptions to Standard Policy. COMMISSION acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of CONTRACTOR, as approved in the sole.discretion of ADMINISTRATOR or his/her Risk Management designee. However, this shall not in any way limit liabilities assumed by CONTRACTOR under this Agreement. Page 5 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 7.5.1 Any self -insured retention or deductible on any insurance policy (except auto) which exceeds $25,000 requires prior approval of ADMINISTRATOR or his/her Risk Management designee. 7.5.2 Any self -insured retention or deductible on automobile liability over $5,000 requires approval of ADMINISTRATOR or his/her Risk Management designee. 7.5.3 Should any of the work under this Agreement be sublet, CONTRACTOR shall require each of its subcontractors of any tier to provide the coverages mentioned in Paragraph 6 herein, or CONTRACTOR may insure subcontractors under its own policies. 7.5.4 COMMISSION reserves the right to withhold payments to CONTRACTOR in the event of material noncompliance with the insurance requirements outlined herein. 7.5.5 . CONTRACTOR will retain all coverage, insurance (and bonds) for the duration of this Agreement and for any extended period agreed upon within this Agreement. 7.6 Comprehensive General Liability Insurance. Comprehensive General Liability Insurance for bodily injury (including death) and property damage which provides not less than one million dollars ($1,000,000) combined single limit (CSL) per occurrence and not less than two million dollars ($2,000,000) annual aggregate. 7.6.1 Such coverage shall include: (a) Premises and Operations (b) Products/Completed Operations with limits of one million dollars (51,000,000) per occurrence/aggregate to be maintained for two (2) years following the end of the term of this Agreement. (c) Contractual Liability expressly including liability assumed under this agreement, excepting the requirement does not apply for service contracts. (d) Personal Injury Liability. (e) Separation Clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 7.6.2 Coverage shall include the following endorsements, copies of which shall be provided to ADMINISTRATOR. (a) Additional Insured Endorsement: Insurance afforded by this policy shall also apply to COMMISSION and the County of Orange, and the members of COMMISSION and the Board of Supervisors of the County of Orange, and the officers, agents, and employees of COMMISSION and the County of Orange, individually and collectively, as additional insureds. (b) Primary Insurance Endorsement: Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by Page 6 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 COMMISSION or the County of Orange, or their officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. (c) Notice of Cancellation or Change of Coverage Endorsement: Insurance afforded by this policy shall not be canceled or changed so as to no longer meet the specified COMMISSION or County insurance requirements without 30 days prior written notice of such cancellation or change being delivered to the Executive Director of COMMISSION at the address shown on the Certificate of Insurance. (d) Separation Clause Endorsement: It is agreed that this policy provides coverage separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. . 7.6.3 Type of Coverage. It is the intent of the COMMISSION to secure "occurrence" rather than "claims made" coverage whenever possible. If coverage is written on a "claims made" basis, the Certificate of Insurance shall clearly so state. In addition to coverage requirements above, such policy shall provide that: (a) Policy retroactive date coincides with or precedes CONTRACTOR'S start of work (including subsequent policies purchased as renewals or replacements). (b) CONTRACTOR will make every effort to maintain similar insurance during the required extended period of coverage following project completion, including the requirement of adding all additional insureds. (c) Policy allows for reporting of circumstances or incidents that might give rise to future claims. (d) The foregoing type of coverage requires prior approval from ADMINISTRATOR or his/her Risk Management designee. 7.7 Comprehensive Automobile Liability Insurance. Comprehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non -owned and hired vehicles/watercraft, one million dollars annual aggregate. 7.7.1 Such insurance must be primary and any insurance maintained by COMMISSION or the County of Orange must be excess and non-contributing. insureds. 7.7.2 The COMMISSION and the County of Orange must be named as additional 7.7.3 Not less than thirty (30) days notice is required for cancellation of coverage. 7..8, Workers' Compensation Insurance. Workers' Compensation Insurance shall be maintained. Page 7 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 7.8.1 Statutory California Workers' Compensation coverage including a broad form all -states endorsement and waiver of subrogation. 7.8.2 Insurance must be primary and any insurance maintained by the COMMISSION or the County of Orange must be excess and non-contributing. 7.8.3 Not less than thirty (30) days notice is required for cancellation of coverage. 7.9 Employers' Liability Coverage. Employers' Liability Coverage of not less than one million dollars ($1,000,000) per occurrence for all employees engaged in Services or operations under this Agreement. 7.10 Professional Liability. Professional Liability of not less than one million dollars ($1,000,000) per claims made and $1,000,000 aggregate. 7.11 Fidelity Bond Requirement. Unless expressly waived in Exhibit A, CONTRACTOR shall provide ADMINISTRATOR with a copy of a blanket fidelity bond or employee dishonesty insurance verifying that any person including, but not limited to all officials, employees and agents handling, having authority or access to funds received or disbursed by CONTRACTOR under this Agreement, or are authorized to sign or countersign checks, are covered by a blanket fidelity bond equal to, or policy coverage not less than, fifty percent (50%) of the Maximum Payment Obligation. If the bond or policy is canceled or reduced, CONTRACTOR shall notify COMMISSION immediately. In that event, COMMISSION may withhold payments to CONTRACTOR until COMMISSION is assured that the proper bond or coverage has been obtained. 7.12 Remedies for Failure to Provide or Maintain Required Insurance or Endorsements. In addition to any other remedies COMMISSION may have if CONTRACTOR fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, COMMISSION may, at its sole option: 7.12.1 Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any grant amount due under this Agreement. 7.12.2 Order CONTRACTOR to stop performance and provision of Services under this Agreement and/or withhold any payment(s) which become due to CONTRACTOR hereunder until CONTRACTOR demonstrates compliance with the insurance requirements hereof. 7.12.3 Immediately and without further cause terminate this Agreement. 'Exercise of any of the above remedies, however, is an alternative to any other remedies COMMISSION may have and are not the exclusive remedies for CONTRACTOR'S failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which CONTRACTOR may be held responsible for payments of damages to persons or property resulting from CONTRACTOR'S or its permitted subcontractors', if any, performance of work under this Agreement. Page 8 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 8. RESPONSIBILITIES OF CONTRACTOR. 8.1 Conditions to Commission's Obligation to Proceed under Agreement. COMMISSION'S obligation to proceed with performance under this Agreement and the payment of each installment payment hereunder are expressly conditioned upon the satisfaction by CONTRACTOR of the following conditions precedent. Such Conditions (the "Conditions") are solely for the benefit of COMMISSION and shall be fulfilled by CONTRACTOR (or waived by ADMINISTRATOR in his/her sole discretion in Exhibit A). CONTRACTOR may satisfy (and submit evidence of such satisfaction to ADMINISTRATOR) one or more of such Conditions at any time prior or subsequent to the Date of Agreement, so that at the time of the first payment, CONTRACTOR shall have provided satisfactory evidence of compliance with each of such Conditions. 8.1.1 Evidence of Contractor Status. CONTRACTOR shall submit evidence of the approval of this Agreement by resolution of CONTRACTOR's governing board or other evidence of approval satisfactory to ADMINISTRATOR. 8.1.2 Corporate Documents. True copies of CONTRACTOR'S current articles of incorporation, bylaws, or other organizational documents, evidence of active entity status and good standing from appropriate State officials, and if applicable, certification of current Internal Revenue Code (IRC) Section 501(c)(3) tax exempt status. 8.1:3 Insurance. All provisions and submittal of endorsements or other evidence of insurance required hereunder shall be in plaee. and approved by ADMINISTRATOR or his/her Risk Management designee. 8.1.4 Baseline Report. The Baseline Report described hereinafter shall have been submitted to ADMINISTRATOR. 8.1.5 Licenses and Permits. CONTRACTOR shall have applied for and obtained all necessary licenses and permits required to perform and complete the Services hereunder as required by applicable laws and regulations of the United States, State of California, County of Orange, any local jurisdiction, or other appropriate governmental agencies. 8.1.6 Approved Work Plan as described in Paragraph 8.6. 8.1.7 Other Conditions. CONTRACTOR has complied with such other Conditions listed in Exhibit A, if any. 8.2 No Supplanting Government Funds. CONTRACTOR shall not supplant government funds intended for the purposes of this Agreement with any funds intended for the purposes of this Agreement. CONTRACTOR shall not claim payment from COMMISSION for, or apply sums received from COMMISSION with respect to that portion of its obligations which have been paid by another source of revenue. . As a material provision of this Agreement and substantive criterion in COMMISSION'S selection of CONTRACTOR for the Services provided hereunder and in furtherance of the express directives of the Act, CONTRACTOR is required to ensure that in the performance of this Agreement all Services provided under this Agreement shall be expended and used to supplement, not supplant, existing levels of service. Page 9 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 8.2.1 Baseline Report. As an express condition precedent to this Agreement, the right and/or obligation of CONTRACTOR to commence performance hereunder, and the obligation of COMMISSION to provide any funds to CONTRACTOR hereunder, CONTRACTOR shall prepare or cause to be prepared and submitted to ADMINISTRATOR a report (`Baseline Report") upon a form supplied by or acceptable to ADMINISTRATOR evidencing the existing level of services provided by CONTRACTOR to the community which promote, support, and improve early development of children from the prenatal stage through five years of age. The Baseline Report shall include without limitation information to identify the level of services currently provided by CONTRACTOR. Such information will create a benchmark and baseline of the existing level of services and evidence that the Services provided by CONTRACTOR hereunder will supplement, not supplant, existing levels of service. 8.3 Scope of Work. CONTRACTOR shall provide the Services described in Exhibit A and to achieve the outcomes described Exhibit A-1 within the funding limitations of Exhibit B all of which exhibits are attached hereto and incorporated herein by this reference. 8.4 Technical Requirements for PCs and Software Used by CONTRACTOR for all Recordkeeping and Reporting for the Services and Agreement. The following minimum standards shall be met by CONTRACTOR for any and all computer hardware and software used for any and all record keeping and reporting to the COMMISSION or ADMINISTRATOR or COMMISSION'S designated consultant during the term of this Agreement. These minimum standards shall also apply to any and all computer hardware or software purchased with COMMISSION funds. 8.4.1 Hardware. (a) Processor: (b) Memory: (c) Hard Disk Space: Pentium® 266 MHz or higher 32 MB or greater 100-300 MB available (d) Display: Color monitor that supports a minimum of 800 x 600 dpi screen resolution and minimum 256 colors. 8.4.2 Software. 2000 128-bit encryption Operating System: Windows 98, Windows NT4.0, Windows 2000 Application Suite: Microsoft Office 97 (SR-2), Microsoft Office Internet Browser: Microsoft Internet Explorer 5.0 or greater with Page 10 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 8.4.3 Internet Connection. (a) Dial -up connection at 56 Kbps or dedicated connection via LAN, Cable Modem, DSL, Frame Relay, or T1. Note: The 128-bit encryption pack for Internet Explorer 5.0 may be downloaded at no cost from the Microsoft Windows Update website http://windowsupdate.microsoft.com. Full installations and up-to-date service packs may be necessary for all operating systems and application suites. 8.5 Staffing Obligations for Services. COMMISSION and CONTRACTOR agree that the scope of work, the level and description of services, and the classification, number, and qualifications of personnel and staff necessary to provide the Services required hereunder to be provided by CONTRACTOR in furtherance of the Strategic Plan and the Act are set forth in the attached Exhibit A and the Implementing Plan(s) (as the term is hereinafter defined) approved by ADMINISTRATOR and implemented by CONTRACTOR hereunder. CONTRACTOR agrees to provide the scope, level, and type of Services and the staffing, facilities, equipment and supplies as necessary to provide the Services described in Exhibit A and the Implementing Plan(s). CONTRACTOR shall operate continuously throughout the term of this Agreement in conformity with the terms and conditions of Exhibit A and this Agreement. 8.5.1 Staffing Conference(s). Upon the request of ADMINISTRATOR, CONTRACTOR agrees to send appropriate staff to attend orientation session(s) and/or progress meeting(s) arranged and/or given by COMMISSION and/or ADMINISTRATOR. Such requested meeting shall occur at a time and place mutually agreeable between the parties. 8.5.2 Personnel Disclosure. If requested by the ADMINISTRATOR, CONTRACTOR shall make available to ADMINISTRATOR a current list of all personnel providing Services hereunder, including personnel of any permitted Subcontractor. Changes to the list shall be immediately provided to ADMINISTRATOR. CONTRACTOR shall prepare and maintain up-to-date personnel records and information about its employees and, if requested by ADMINISTRATOR and to the extent permitted by applicable laws, make available to the ADMINISTRATOR the following information/records: (a) A list of all employees assigned to, performing under, and/or providing Services under this Agreement, including personnel of any permitted Subcontractor, and such list shall include each of the following: (i) All full time staff positions and all part-time staff positions by title, including volunteer positions whose direct Services are required to provide the Services described herein. (ii) The qualifications and experience, including professional degree(s) and required licensing, if applicable, required for each position. (iii) The language skill(s), if applicable, for all personnel, such as bi-lingual, sign language, Braille, or other communication skills. (b) CONTRACTOR shall immediately notify ADMINISTRATOR concerning the arrest and/or subsequent conviction, for other than minor traffic offenses, of any paid Page 11 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 employee and/or volunteer staff providing Services hereunder when such information becomes known to CONTRACTOR. 8.5.3 CONTRACTOR To Maintain Complete Records re Personnel. CONTRACTOR shall maintain complete and accurate records relating to all personnel, including' employees and volunteers performing Services hereunder. Such record keeping shall include evidence CONTRACTOR has conducted adequate pre -employment screening, such as information CONTRACTOR has conducted or caused to be conducted on each employee a pre-employment/hiring background check and CONTRACTOR has taken all reasonable steps to assure all employees assigned to perform Services under this Agreement are suitable to perform the work and do not pose a reasonably foreseeable risk of harm to children or other persons receiving or participating in the Services. CONTRACTOR acknowledges it has a duty to disclose to COMMISSION and ADMINISTRATOR information within its knowledge that may pose a reasonably foreseeable risk of harm to children. Nothing in the foregoing shall obligate CONTRACTOR to disclose to COMMISSION or ADMINISTRATOR confidential personnel information about employees except and to the extent disclosure is permitted by applicable laws or authorized by judicial or administrative order. Further, nothing in the foregoing shall affect or modify the provisions of this Agreement affirming the independent status of CONTRACTOR. 8.6 Implementing Plans. As directed by ADMINISTRATOR during the term of this Agreement CONTRACTOR will be required to prepare and submit to ADMINISTRATOR certain planning and implementing documents regarding the Services hereunder toward achieving the outcomes set forth in Exhibit A-1. Such planning and implementing documents may include, but not be limited to, service plan(s), and/or business plan(s), and shall include work plan(s) ("Implementing Plan"), each of which may clarify and/or further describe and define the Services required hereunder and date(s) required for performance of certain tasks which comprise the Services. As each Implementing Plan is prepared by CONTRACTOR and submitted to, reviewed by, and approved by ADMINISTRATOR, it shall become and be deemed to be an attachment to and fully incorporated as a part of this Agreement and deemed to be an amendment to this Agreement. CONTRACTOR shall perform and meet the tasks and requirements set forth in each Implementing Plan as a performance obligation of this Agreement. 9. GENERAL TERMS AND CONDITIONS. 9.1 Compliance with the Law. CONTRACTOR provide all Services rendered hereunder in accordance with all applicable federal and state laws, statutes and regulations and local ordinances and resolutions. CONTRACTOR shall comply with the Act, and all laws, rules or regulations applicable to the Services provided hereunder, as any may now exist or be hereafter changed or added. 9.2 Familiarity with Work. By executing this Agreement and prior to accepting any individual work order assigned by ADMINISTRATOR, CONTRACTOR warrants and shall be satisfied that (a) it has thoroughly investigated and considered the scope of Services and work to be performed, (b) it has carefully considered how the work should be performed, and (c) it fully understands the facilities, difficulties, and restrictions, attending performance, of the work under this Agreement. Should CONTRACTOR discover any latent or unknown conditions materially differing from those inherent in the work or as represented by COMMISSION or ADMINISTRATOR, it shall Page 12 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 immediately inform COMMISSION of such fact and shall not proceed except at CONTRACTOR's risk until written instructions are received from ADMINISTRATOR. 9.3 Care of Work. CONTRACTOR shall adopt reasonable methods during the term of this Agreement to furnish continuous protection to the work, work product, records, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all losses or damages, to persons or property (including real property, personal property, both tangible and intangible) until acceptance of the work by COMMISSION, except such losses or damages as my be caused by COMMISSION's own negligence. The performance of Services by CONTRACTOR shall not relieve CONTRACTOR from any obligation to correct any incomplete, inaccurate, or defective wok at no further cost to COMMISSION, when such inaccuracies are due to the negligence, action, or inaction of CONTRACTOR. 9.4 Remedies Not Exclusive. The remedies for breach set forth in this Agreement are cumulative as to one another and as to any others provided by law, rather than exclusive; and the expression of certain remedies in this Agreement does not preclude resort by either party to any other remedies provided by law. 9.5 Severability. If a court of competent jurisdiction declares any provision of this Agreement or application thereof to any person or circumstances to be invalid or if any provision of this Agreement contravenes any Federal, State, or County statute, ordinance, or regulation, the remaining provisions of this Agreement or the application thereof shall remain valid, and the remaining provisions of this Agreement shall remain in full force and effect, and to that extent the provisions of this Agreement are severable. 9.6 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any default, dispute, interpretation, declaration of rights, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and CONTRACTOR covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.7 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. One parry's consent or approval of any act by the other party requiring the other party's consent or approval shall not be deemed to waive or render unnecessary such parry's consent to or approval of any subsequent act of the party. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 9.8 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Page 13 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 9.9 Covenant Against Discrimination. In the performance of this Agreement, CONTRACTOR shall not engage in, nor permit its agents to engage in discrimination in employment of persons or provision of services or assistance, nor exclude any person from participation in, nor deny any person the benefits of, nor or subject any person to discrimination under any program or activity funded in whole or in part with COMMISSION funds on the grounds of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, gender or sexual orientation, except as permitted by applicable provisions of Federal and State law. CONTRACTOR shall comply with Title H of the Americans With Disabilities Act, (42 USC § 12 10 1, et. seq.) as it relates to public accommodations. 9.10 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 9.11 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 9.12 Publicity. Information and solicitations, prepared and released by CONTRACTOR, concerning the Services provided under this Agreement, shall state that the Services, wholly or in part, are funded through CONIlVIISSION. 9.13 Time of Essence. Time is of the essence in the performance of this Agreement. 9.14 No Broker or Finders Fee. CONTRACTOR warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 9.15 No Use of Funds for Lobbying. CONTRACTOR shall not expend any grant funds for the purpose of influencing or attempting to influence an officer, member, or employee of COMMISSION, a member of the Orange County Board of Supervisors, any County of Orange officer, or employee, any member or employee of the State Commission, any member of the State legislature, or member of Congress, or any other officer or employee thereof, in connection with the awarding of any contract, the making of any grant, the entering into of any cooperative agreement, and/or the extension, continuation, renewal, amendment, or modification of any contract, grant, loan, or cooperative agreement. 9.16 Constitutional Use Of Funds. As an express condition to this Agreement, CONTRACTOR, agrees that the funds provided by the COMMISSION to CONTRACTOR hereunder shall not be used to promote any religion, religious creed or cult, denomination, sectarian organization or religious belief or to fund any proselytizing activities. The parties agree the foregoing covenant is intended to and shall be construed for the limited purpose of assuring compliance with respect to the use of COMMSSION funds by CONTRACTOR with applicable constitutional limitations respecting the establishment of religion as set forth in the establishment clause under the First Amendment of the United States Constitution and Article I, Section 4 of California Constitution, and is not.in any manner intended to restrict other activities of CONTRACTOR. Page 14 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 9.17 Child Abuse Reporting. CONTRACTOR shall establish a procedure to ensure that all employees, volunteers, consultants or agents performing Services under this Agreement, report child abuse or neglect to a child protective agency as defined in Penal Code Section 11165.9 to the extent required by applicable law. CONTRACTOR shall require each employee, volunteer, consultant, subcontractor, and agent who provides Services to or for CONTRACTOR in implementation of the Services described in Exhibit A and funded by this Agreement (to the extent such person(s) are legally subject to such requirements), to sign a statement acknowledging such reporting requirements and to comply with the provisions of such code requirements to the extent required by applicable law. 9.18 Contractor Cooperation with Other Commission Service Providers. A goal of the COMMISSION and its Strategic Plan is to develop an integrated quality service system to ensure access to a quality child and family support services delivery system for Orange County children from the prenatal stage to: age 5. To this end, CONTRACTOR agrees to cooperate with the COMMISSION and ADMINISTRATOR to achieve the objectives of the Strategic Plan and support COMMISSION by forming cooperative partnerships to serve children aged 0-5 with other services funded through the COMMISSION. 9.19 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. 10. REPRESENTATIONS AND WARRANTIES OF CONTRACTOR. CONTRACTOR makes the following representations and warranties to the COMMISSION and each such representation and warranty is deemed to an ongoing representation and warranty. CONTRACTOR shall advise ADMINISTRATOR in writing if there is any change pertaining to any matters set forth or referenced in the following items 10.1 through 10.6, inclusive. 10.1 No Conflict. To the best of CONTRACTOR'S knowledge, CONTRACTOR'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which CONTRACTOR is a parry or by which it is bound. 10.1.1 CONTRACTOR agrees that no officer, employee, agent or assignee of COMMISSION having direct or indirect control of any monies allocated by COMMISSION, inclusive of the subject funds, shall serve as an officer or director of CONTRACTOR without the express written acknowledgement of COMMISSION. 10.1.2 Further, any conflict or potential conflict of interest of any officer of director of CONTRACTOR shall be fully disclosed prior to the execution of this Agreement and shall be attached to and become a part hereof. 10.2 No Bankruptcy. CONTRACTOR is not the subject of any current or threatened bankruptcy. 10.3 No Pending Legal Proceedings. CONTRACTOR is not the subject of a current or threatened litigation that would or may materially affect CONTRACTOR'S performance under this Agreement. Page 15 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 10.4 Application Veracity. All provisions of and information provided in CONTRACTOR'S application for funding submitted to COMMISSION including exhibits are true and correct in all material respects. 10.5 No Pending Investigation. CONTRACTOR is not aware that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, related to the provision of Services hereunder. 10.6 Licenses and Standards; Compliance with Laws. CONTRACTOR has all necessary licenses and permits required by the laws of the United States, State of California, County of Orange, any local jurisdiction in which it may do business and/or provide Services, and all other appropriate governmental agencies, and agrees to maintain these licenses and permits in effect for the duration of this Agreement. Further, CONTRACTOR warrants that its employees, agents, and contractors shall conduct themselves in compliance with such laws and licensure requirements including, without limitation, compliance with laws applicable to non-discrimination, sexual harassment, and ethical behavior. 10.6.1 Failure to Obtain or Maintain Licenses. CONTRACTOR shall notify ADMINISTRATOR immediately and in writing of its inability to obtain or maintain, irrespective of the pendency of any appeal, any such permits, licenses, approvals, certificates, waivers and exemptions. Said inability shall be cause for termination of this Agreement by COMMISSION or ADMINISTRATOR. 11. FORM OF BUSINESS ORGANIZATION AND REAL PROPERTY DISCLOSURE. 11.1 Form of Business Organization. Upon the request of ADMINISTRATOR, CONTRACTOR shall prepare and submit, within thirty (30) days thereafter, an affidavit executed by persons satisfactory to ADMINISTRATOR containing, but not limited to the following information: 11.1.1 Confirmation of the form of CONTRACTOR'S business organization, e.g., general or limited partnership, non-profit corporation, corporation, limited liability company. 11.1.2 A detailed statement indicating the relationship of CONTRACTOR, by way of ownership or otherwise, to any parent organization or individual. 11.1.3 A detailed statement indicating the relationship of CONTRACTOR to any subsidiary business organization or to any individual that may be providing service, supplies, material or equipment to CONTRACTOR or in any manner does business with CONTRACTOR under this Agreement. 11.1.4 A detailed statement indicating the relationship of CONTRACTOR to any subsidiary business organization or to any individual that also is a grantee of COMMISSION funds and/or may be providing services, supplies, material or equipment to COMMISSION through an agreement comparable to this Agreement. 11.2 Change in Form of Business Organization. If during the term of this Agreement, the form of CONTRACTOR'S business organization changes, or the beneficial ownership of CONTRACTOR changes, or CONTRACTOR'S relationship to other businesses. dealing with CONTRACTOR under this Agreement changes, CONTRACTOR shall promptly notify Page 16 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 ADMINISTRATOR, in writing, detailing such changes. A substantial change in the form of business organization may, at ADM *41STRATOR'S and/or COMMISSION'S sole discretion, be treated as an attempted assignment of rights or delegation of duties of this Agreement. 11.3 Real Property Disclosure. In the event that CONTRACTOR has an ownership interest in real property where Services are to be provided under this Agreement, CONTRACTOR shall only be entitled to the proportionate share of depreciation of the improvements at the rate of no more than 4% each year plus the proportionate share of real property taxes and maintenance. CONTRACTOR may be required to submit the following information in addition to a copy of the lease, license or rental agreement, as well as any other information requested, within ten (10) days from the date of the request by ADNMSTRATOR, some or all of the following: 11.3.1 The location by street address and city of any such real property. 11.3.2 The fair market value of any such real property as such value is reflected on the most recently issued County Tax Collector's tax bill. 11.3.3 A detailed description of all existing and pending agreements, with respect to the use or occupancy of any such real property. Such description shall include, but not be limited to: (a) The term of any rental agreement, lease or sublease; (b) The amount of monetary consideration to be paid to the lessor, sublessor or licensor over the term of the rental agreement, lease, or sublease; (c) The type and dollar value of any other consideration to be paid to the lessor, sublessor or licensor; (d) The full names and addresses of all parties to any agreement concerning the real property and a listing of liens (if any) thereof, together with a listing by full names and addresses of all officers, directors and stockholders of any private corporation and a similar listing of all general and limited partners of any partnership which is a party. 11.3.4 A listing by full names of all of CONTRACTOR'S officers, directors and/or partners, members of its administrative and advisory boards, staff and consultants, who have any family relationship by marriage or blood with a party to any agreement concerning the subject real property or who have any present or future financial interest in such person's business, whether the entity concerned is a corporation or partnership. Such listing shall also include the full names of all of CONTRACTOR'S officers, directors, partners and those holding a financial interest in the subject property. Included are members of its advisory boards, members of its staff and consultants, who have any family relationship by marriage or blood, to an officer, director, or stockholder of the corporation or to any partner of the partnership. In preparing the latter listing, CONTRACTOR shall also indicate the names of the officers, directors, stockholders, or partner(s), as appropriate, and the family relationship which exists between such person(s) and CONTRACTOR'S representatives listed. 11.3.5 True and correct copies of all agreements with respect to any such real property shall be appended to the affidavit described above and made a part thereof. Page 17 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 11.3.6 If, during the term of this Agreement, there is a change in the agreement(s) with respect to real property where persons receive Services, CONTRACTOR shall promptly notify ADMINISTRATOR, in writing, describing such changes. 12. CONFIDENTIALITY. CONTRACTOR and COMMISSION shall maintain the confidentiality of all records, including any hard copies, and/or electronic or computer based data, and/or audio and/or video recordings, in accordance with all applicable state and federal codes and regulations and the confidentiality and Data Sharing Protocol as adopted by the Orange County Children and Families Commission relating to privacy and confidentiality, as each now exists or may hereafter be amended. 12.1.1 All records and information concerning any and all persons referred to CONTRACTOR by COMMISSION or COMMISSION'S designee shall be considered and kept confidential by CONTRACTOR, CONTRACTOR'S staff, agents, employees and volunteers. 12.1.2 CONTRACTOR shall require its employees, agents and volunteers to sign an agreement which certifies that they will keep the identities and any information with respect to any and all service recipients of CONTRACTOR related to services authorized under this Agreement confidential except as may be required to provide Services under this Agreement to comply with any reporting and auditing requirements specified in this Agreement, and any other information required by COMMISSION in the administration of this Agreement, and as otherwise permitted by law. 12.1.3 CONTRACTOR agrees that any and all approved subcontracts entered into shall be subject to the confidentiality requirements of this Agreement. 12.1.4. CONTRACTOR shall inform all of its employees, agents, subcontractors, volunteers and partners of this provision that any person knowingly and intentionally violating the provisions of federal, state or local confidentiality laws may be guilty of a crime and/or subject to civil action. 12.2 Commission Obligation. COMMISSION shall maintain the confidentiality of patient or service recipient records made available pursuant to this Agreement in accordance with all provisions of the law, and regulations promulgated thereunder relating to privacy and confidentiality, and the customary standards and practices of government third -party payors. CONTRACTOR acknowledges such confidentiality may be limited by public records and freedom of information laws. 12.3 Authorized Data Sharing. The provisions of Paragraphs 12.1.1 and 12.1.2, 12.1.3, and 12.1.4 are not applicable to authorized data sharing pursuant to COMMISSION funded projects and/or as permitted by law. 13. INTERPRETATION OF CONTRACT REQUIREMENTS. If either party or the parties together identify a term or provision under this Agreement which is subject to interpretation or requires clarification or additional direction, such interpretation issue shall be identified in writing by either party and submitted to the other party, then CONTRACTOR's representative(s) and ADMINISTRATOR shall meet and seek to resolve such interpretation issue to the mutual satisfaction of the parties. In this regard, ADMINISTRATOR is hereby vested with the right to issue interpretation(s) and waiver(s) and modification(s) to the terms and provisions of this Agreement so long as such interpretation(s) and waiver(s) and modification(s) does/do not substantively or materially amend or modify this Agreement. If such interpretation issue is not or can not be disposed Page 18 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 of within a reasonable period of time between CONTRACTOR's representative(s) and ADMINISTRATOR, or other staff designee, such matter may be brought to the attention of COMMISSION, as elected by the ADMINISTRATOR. If consensus cannot be reached through this application, either party may assert its other rights and remedies within this Agreement or within a court of competent jurisdiction. COMMISSION and CONTRACTOR agree that, in the event of an interpretation issue, they will continue without delay to carry out all their responsibilities under this Agreement which are not affected by such issue. 14. REPORTING REQUIREMENTS. 14.1 . Reports. Separate from any separate reports specified in Exhibit A, CONTRACTOR shall prepare and submit to ADMINISTRATOR performance -reports in accordance with Paragraph 19 concerning the performance of the Services required by this Agreement and such other reports as ADMINISTRATOR may reasonably require. 14.2 Final Report. CONTRACTOR shall complete and submit to ADMINISTRATOR a final report within sixty (60) days after the termination of this Agreement, which shall narratively summarize the outcomes and Services provided by CONTRACTOR during the term of this Agreement and evidence up to date compliance and input to OCERS as set forth in Paragraph 19. CONTRACTOR and ADMINISTRATOR may mutually agree in writing to modify the date upon which the final report must be submitted. 15. AUDITS. CONTRACTOR shall prepare and maintain adequate records of its Services provided in sufficient detail_ to permit an evaluation of Services and an audit of records as hereinafter described. 15.1 Program Audit. Unless waived by ADMINISTRATOR as set forth in Exhibit A, CONTRACTOR shall employ an independent, licensed Certified Public Accountant ("CPA") who shall prepare and file with ADMINISTRATOR within sixty calendar (60) days after the date this Agreement terminates a "Program audit" i.e., a fiscal audit of this contract which shall include a review of the claims made for the reasonable cost of Services under this Agreement and a sampling (test) of the supporting documentation in accordance with Generally Accepted Government Auditing Standards. CONTRACTOR shall require the CPA who completes the Program Audit to provide an unqualified opinion which states whether the claims submitted by CONTRACTOR under this Agreement were for actual and reasonably necessary costs to pay for work performed, or goods purchased, pursuant to the terms and conditions of this Agreement and that the indirect cost rate applied to claims made, if any, is in accordance with the requirements of Paragraph 16.2.1. CONTRACTOR shall ensure that corrective action is taken with respect to audit exceptions, if any, for lack of internal controls or adequate procedures noted in the Program Audit within six (6) months after issuance of the Program Audit report. 15.2 Other Auditing Authority. COMMISSION and ADMINISTRATOR and their authorized representatives, and the State Commission and any of its authorized representatives, shall have access to any books, documents, papers and records, including medical records, of CONTRACTOR which any of them may determine to be pertinent to this Agreement for the purpose of financial monitoring or any audit conducted by an independent CPA related to the CONTRACTOR and its performance under this Agreement. Further, all the above mentioned Page 19 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 persons have the right at all reasonable times to inspect or otherwise evaluate the work performed or being performed under this Agreement and the premises in which it is being performed. 15.3 Availability of Records for Auditing Purposes. In the event that CONTRACTOR'S corporate headquarters and its financial records are located outside the borders of Orange County, California, then CONTRACTOR shall make available its books and financial records within the borders of Orange County within ten (1.0) days after receipt of written demand by ADMINISTRATOR for any audit purposes under this Agreement. All CONTRACTOR'S books of accounts and records related and applicable to any costs of Services, client fees, charges, billings and revenues received directly or indirectly related to the Services shall be made available at one (1) location within the limits of the County of Orange. All records specified in this Paragraph 26.3 and maintained pursuant to the terms of this Agreement shall be made available, after appropriate advance notice and during the parry's normal business hours, to designated representatives of the Auditor General of the State of California, the State of California Children and Families Commission, an entity independent of the State of California, the COMMISSION, an entity independent from the County of Orange, and, any other entities as required by State statute or court order. In the event CONTRACTOR does not make available its books and financial records for the Services within the borders of Orange County for the Program Audit, CONTRACTOR agrees to pay all necessary and reasonable expenses incurred by COMMISSION, or ADMINISTRATOR, or their designee necessary to obtain CONTRACTOR'S books and financial records. 15.4 Monitoring. COMMISSION, ADMINISTRATOR, and the State Commission and/or their representatives are authorized to conduct on -site monitoring at their discretion during reasonable times, including the option of unannounced on -site monitoring as elected in Exhibit A. Monitoring activities may also include, but are not limited to, questioning employees and participants for the subject Services and entering any premises or any site in which any of the Services funded hereunder are conducted or in which any of the records of CONTRACTOR are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in Federal or State law. 16. MAXIMUM PAYMENT OBLIGATION. The maximum payment obligation of COMMISSION to CONTRACTOR under this Agreement shall be $35,000 or the actual reasonable cost incurred and paid for performance of the Services, whichever is less. 16.1 Advance Payment. ADMINISTRATOR may, in his/her sole discretion, advance to CONTRACTOR an amount(s) not to exceed an amount up to twenty-five percent (25%) of the first year's Maximum Payment Obligation upon receipt of a written request(s) by CONTRACTOR, which request(s) shall be accompanied by justification as ADMINISTRATOR may require. ADMINISTRATOR may, in his/her sole discretion, deduct such advance from any one or more payments owed to CONTRACTOR during the term of this Agreement. If, at the end of the term of this Agreement, there is a balance owing to COMMISSION, CONTRACTOR shall owe and shall immediately refund said monies to COMMISSION. 16.2 Payments. COMMISSION shall pay CONTRACTOR installment payments quarterly in arrears, for actual reasonable costs incurred and paid by CONTRACTOR to perform the Services required by this Agreement in accordance with the amounts and categories specified in Exhibit B; provided, however, that payments for each line item shall not exceed the amount specified; provided however, ADMINISTRATOR may approve adjustments of the amount set forth Page 20 of30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 within each line item, so long as the total of all amounts within all line items, as adjusted, shall not exceed COMMISSION's Maximum Payment Obligation. 16.2.1 CONTRACTOR shall apply its federally approved indirect cost rate when claiming any indirect costs under this Agreement. In the absence of a federally approved indirect cost rate, CONTRACTOR shall apportion any indirect costs attributable to this Agreement determined by the Maximum Payment Obligation of this Agreement as the percentage of, CONTRACTOR'S total revenue received during its previous fiscal year. 16.3 Invoices. CONTRACTOR shall submit invoices quarterly upon a form approved or supplied by ADMINISTRATOR. The invoices for the first quarter of the term (which for this Agreement commenced January 1, 2002) is due upon execution of this Agreement and thereafter on the first day of each quarter of each year of the term and concurrent with CONTRACTOR's submittal and/or compliance with the applicable quarterly reporting obligations set forth in Paragraphs 14 and 19 as follows: April 1, 2002, July 1, 2002, and October 1, 2002. 16.3.1 Each quarterly.invoice shall be submitted with an express written certification by CONTRACTOR representing and affirming to COMMISSION the following: (1) CONTRACTOR has and maintains accurate records evidencing the requested quarterly payment, including without limitation the following: (a) original invoice(s), (b) original and/or true copies of source documents including, inter alia, statement of work performed, itemized on a monthly basis, general ledgers, supporting journals, time sheets, invoices, canceled checks (if received) or bank statements, receipts, and receiving records, and (c) originals and/or true copies of other receipts, agreement(s), or other documentation supporting and evidencing how the funds have been expended during the applicable quarter; provided however, for the first quarterly payment the ADMINISTRATOR in his sole discretion may consider and approve an invoice from CONTRACTOR that includes reimbursement of CONTRACTOR expenses incurred prior to the Date of Agreement, as more fully set forth in Exhibit B; and (2) the Services provided during the preceding quarter (or other period for which payment is requested) have not and do not supplant existing services but in fact enhance or establish new services to Orange County children aged 0-5. 16.3.2 CONTRACTOR shall maintain, at CONTRACTOR's facility, source documentation for all invoices including, but not limited to, ledgers, journals, time sheets, invoices, bank statements, canceled checks, receipts, receiving records, and records of services provided. 16.3.3 COMMISSION shall exercise reasonable efforts to cause the quarterly payments to be released within a reasonable time period from submittal of a complete invoice and current compliance with quarterly reporting obligations of Paragraphs 14 and 19, approximately thirty (30) days after receipt thereof. 16.4 Final Invoice/Settlement. Any and all invoices must be received by ADMINISTRATOR no later than March 1, 2003 at 5:00 p.m. (Pacific time) (said date being concurrent with the date that is sixty (60) days after the end of the term of this Agreement or 60 days from the date of the earlier termination thereof) Invoices received after this date and time shall not be processed for payment or reimbursed. CONTRACTOR and ADMINISTRATOR may mutually agree in writing to modify the date upon which the final invoice must be received. Page 21 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 16.5 . Source of Funding, Limited to Commission Funding. CONTRACTOR knowingly and expressly acknowledges and agrees that the sole source of funding provided and to be provided pursuant to this Agreement is and shall only be from monies allocated, received, and available to COMMISSION from the surcharges, taxes, and revenues collected and allocated to COMMISSION through the provisions of the Act. To the extent, if at all, any or all provisions of the Act are found invalid, stayed, tolled, or are modified by litigation, subsequent initiative, or legislation, and the funding provided for under this Agreement is affected, then COMMISSION is and shall be relieved of obligations under this Agreement, or this Agreement shall be modified and/or amended to conform to the changes, if any, to the Act, as elected by COMMISSION. If COMMISSION is not allocated and/or does not receive adequate funding for its performance under this Agreement, then COMMISSION shall be relieved of obligations under this Agreement, or this Agreement shall be amended to conform to the changes, if any, in funding allocations or changes, if any, to the Act, as elected by COMMISSION. 17. OVERPAYMENTS. Any payment(s) made by COMMISSION to CONTRACTOR in excess of that to which CONTRACTOR is entitled under this Agreement shall be immediately due to COMMISSION and repaid by CONTRACTOR. In this regard, CONTRACTOR shall make repayment on any overpayment within thirty (30) days after the date COMMISSION requests such repayment. CONTRACTOR agrees to pay all fees and costs, including attorneys fees, incurred by COMMISSION necessary to enforce the provisions set forth in this paragraph. 17.1 Offset Permitted. In the event an overpayment has been made or exists, ADMINISTRATOR may reconcile and offset the amount of the overpayment against the next installment payment due or against the final invoice amount due and to be paid, as elected in the sole discretion of ADMINISTRATOR. In the event the overpayment exceeds the final payment, such amount is immediately due and payable and CONTRACTOR shall pay COMMISSION any such sum within five (5) days of notice from ADMINISTRATOR. Nothing herein contained shall be construed as limiting the remedies of COMMISSION in the event that an overpayment has been made. 18. RECORDS. 18.1 Maintain Complete Books and Records. CONTRACTOR shall keep such books and records as shall be necessary to relating to the Services performed hereunder and required by this Agreement so as to enable ADMINISTRATOR to evaluate the cost and the performance of such Services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles (GAAP). ADMINISTRATOR, COMMISSION, and their staff, general legal counsel, and other COMMISSION consultants (as approved by ADMINISTRATOR) shall have full and free access to all books and records of CONTRACTOR, pertinent to this Agreement, at all reasonable times, including the right to inspect, copy, audit and make records and transcripts from such records. 18.1.1 CONTRACTOR shall prepare and maintain accurate and complete financial records of its business operations and in particular all records related to or arising out of provision of Services under this Agreement. Financial records shall be retained by CONTRACTOR for a minimum of three (3) years from the date of payment on the final invoice submitted by CONTRACTOR to ADMINISTRATOR under this Agreement or three (3) years after all pending audits are completed, whichever is later. Page 22 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 18.2 Separation of Accounts. All funds received by CONTRACTOR from COMMISSION pursuant to this Agreement shall be maintained in an account in a federally insured banking or savings and loan institution with record keeping of such accounts maintained pursuant to reasonable and prudent business practices. CONTRACTOR is not required to maintain separate depository accounts for funds; provided however, CONTRACTOR must be able to account for receipt, obligation and expenditure of all COMMISSION funds. 18.3 Form of Records. CONTRACTOR may retain records and any reasonable and customary format and/or form as mutually determined between CONTRACTOR and ADMINISTRATOR. The following forms of records are acceptable and preapproved between the parties: (a) original hard copies; (b) information may be saved/retained electronically in a readily retrievable basis through a Microsoft WordTM 97 or comparable or compatible format in accordance and consistent with standard business practices, customs, and records retention procedures of businesses in Orange County, California; (c) financial data and other spreadsheet information may be saved/retained electronically in a readily retrievable basis through a Microsoft ExcelTM or comparable or compatible format in accordance and consistent with standard business practices, customs, and records retention procedures of businesses in Orange County, California; or (d) microfilm or microfiche. 18.4 Release of Records. The records of Services, data, surveys, drawings, specifications, reports, records, documents, evaluation reports and other materials prepared by CONTRACTOR in the performance of Services under this Agreement shall not be released publicly without the prior written approval of ADMINISTRATOR or as required by law. CONTRACTOR shall not disclose to any other private entity or person any information regarding the activities of COMMISSION, except as required by law or as authorized by ADMINISTRATOR. Further, COMMISSION and CONTRACTOR acknowledge and agree that the nature of the Services performed by CONTRACTOR hereunder are subject to specific statutory requirements of the Act. The parties agree to fully comply with such applicable laws and regulations. 18.5 Ownership of Records. Specialized methodology, formulae, software programs of CONTRACTOR and other intellectual processes which have been specifically designed and developed by CONTRACTOR and which were not funded by or assisted in the development by COMMISSION or its agents which shall be deemed proprietary in nature and shall be and remain the proprietary property of CONTRACTOR. All other documents, information, software, and intellectual property and records, including without limitation, the originals of all drawings, specifications, reports, records, data, surveys, documents and other materials, whether in hard copy or electronic form, which are prepared by CONTRACTOR, its employees, subcontractors and agents in the performance of this Agreement, are and shall be and remain the property of COMMISSION and shall be delivered to ADMINISTRATOR upon the termination of this Agreement or upon the earlier request of ADMINISTRATOR: CONTRACTOR shall have no claim for further grants, additional employment or employees, or additional compensation of whatever kind or nature as a Page 23 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 result of the exercise by COMMISSION of its full rights of ownership of such documents and materials hereunder. CONTRACTOR may retain copies of such documents for its own use. CONTRACTOR shall have an unrestricted right to use the concepts embodied herein. CONTRACTOR shall cause all permitted subcontractors, if any, to assign to COMMISSION any documents or materials prepared by them, and in the event CONTRACTOR fails to secure such assignment, CONTRACTOR shall indemnify COMMISSION for all damages suffered thereby. COMMISSION agrees that, if necessary, it will undertake reasonable and appropriate steps to maintain the proprietary nature of CONTRACTOR'S proprietary property, except as may be required by applicable laws. 18.6 Inspection and Access to Records. ADMINISTRATOR and any authorized CONIlVIISSION representatives, shall have access to CONTRACTOR's records for the purpose of monitoring the Services provided under this Agreement. CONTRACTOR shall make available its records within the borders of Orange County within ten (10) days after receipt of written demand by ADNM-;ISTRATOR. In the event CONTRACTOR does not make available its records within the borders of Orange County, CONTRACTOR agrees to pay all necessary and reasonable direct and indirect expenses incurred by COMMISSION or CONMSSION's designee(s) necessary to obtain CONTRACTOR's records. 19. CONTRACTOR OBLIGATION TO PROVIDE DATA FOR COMMUSSION'S OUTCOMES COLLECTION AND REPORTING SERVICE. CONTRACTOR acknowledges and agrees the Services funded by the COMMISSION through this Agreement is part of a larger Strategic Plan which has as its primary focus and objective to ensure the overall physical, social, emotional, and intellectual health of children from the prenatal stage through age five. CONTRACTOR acknowledges that the COMMSSION has retained the services of a qualified information technology contractor to create, operate, and maintain a data collection, reporting, and outcomes system relating to the programs and services provided by each and all of the COMMSSION'S grant recipients/service providers in order to gather and analyze data and create a reporting and outcomes system about all COMMISSION activities, programs and services provided by and through the COMMISSION to the target population of Orange County children aged 0-5. 19.1 Outcomes Collection, Evaluation, and Reporting Service (OCERS). COMMISSION projects and all services funded by the COMMISSION, including the Services hereunder, will collectively track service data related to client outcomes about Orange County children from prenatal through age five in furtherance of the goals and objectives of the COMMISSION'S Strategic Plan adopted pursuant to the Act. The process by which data is gathered and shared shall be through the COMMISSION'S internet-based Outcomes Collection, Evaluation, and Reporting Service ("OCERS"). At the Date of Agreement, the COMMISSION'S designated contractor/consultant for the OCERS is Corporation for Standards and Outcomes, a Pennsylvania corporation ("CS&O"). Pursuant to an agreement between CS&O and COMMISSION, CS&O acts as an Application Service Provider ("ASP") on behalf of COMMISSION and its contractors/grantees, including CONTRACTOR, with respect to all Services -related data (and all other COMMISSION funded projects.) Through such separate contract, CS&O has created and operates, and will continue to operate and maintain, the OCERS data collection, reporting, and outcomes system relating to the all COMMISSION projects. 19.1.1 CONTRACTOR acknowledges and agrees that as a part of the integrated data structure of OCERS in its performance under this Agreement (and the performance of all other Page 24 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 COMMISSION contractors/grantees under separate grant agreements) there may be individual client shared core data elements. It is the responsibility of each grantee, including CONTRACTOR hereunder, to participate in OCERS using confidentiality and consent protocols approved by the COMMISSION. CONTRACTOR agrees it shall cooperate with the COMMISSION, ADMINISTRATOR, and CS&O (or other information technology contractor(s)); it shall provide data to CS&O; and it shall utilize the OCERS system (or other data system, as elected by the COMMISSION and its ADMINISTRATOR in their sole discretion) for reporting data related to or created by the Services provided under this Agreement in order for the COMMISSION to track, analyze, and evaluate all services provided by CONTRACTOR and each and all of COMMISSION'S grant recipients. The level of participation with OCERS required by CONTRACTOR shall be determined by ADMINISTRATOR. 19.1.2 CONTRACTOR acknowledges and agrees that as a part of the integrated data structure of OCERS in its performance under this Agreement (and the performance of all other COMMISSION contractors/grantees under separate grant agreements) there shall be project level reporting to the COMMISSION with respect to CONTRACTOR's work plan through OCERS' Administrative Management Module ("OCAMM"), and in some instances also through OCERS' Core Data Outcomes Module ("CDOM" ), as set forth in the Work Plan, Exhibit A-1. CONTRACTOR agrees to participate in OCAMM, and if applicable to the Services to CDOM, and to cooperate with COMMISSION,AADMINISTRATOR, and CS&O (or other information technology contractor(s)); and provide data to CS&O, utilize the OCAMM, , and if applicable to the Services to CDOM, for reporting data related to or created by the Services provided under this Agreement in order for COMMISSION to track, analyze, and evaluate all Services provided by CONTRACTOR and each and all of COMMISSION'S grant recipients. 19.2 Confidentiality. Nothing in the foregoing collection and reporting to OCERS obligation shall require CONTRACTOR to release or disclose confidential health data or.other patient identification which is expressly protected from disclosure by applicable Federal and State laws; provided however, any applicable exception set forth in applicable Federal or State laws which permits disclosure by CONTRACTOR to COMMISSION (through ADMINISTRATOR) of health or other data shall require disclosure by CONTRACTOR to COMMISSION and ADMINISTRATOR in order to input to the OCERS. COMMISSION advises CONTRACTOR that by the separate agreement between CS&O and the COMMISSION, CS&O is required to, and shall, maintain the confidentiality of all OCERS data in accordance with all applicable California and Federal codes and regulations relating to confidentiality, privacy, and/or security standards of patient records and other health care information, as they now exist or may hereafter be enacted or be amended. 20. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS. COMMISSION shall own all right, title and interest (including patent rights, copyrights, trade secret rights, and other intellectual property rights throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by CONTRACTOR pursuant to the scope of Services provided by CONTRACTOR to COMMISSION under this Agreement (collectively the "Inventions") and CONTRACTOR will promptly disclose all Inventions to COMMISSION. CONTRACTOR hereby agrees to make all assignments necessary to accomplish the foregoing. CONTRACTOR shall fiurther assist COMMISSION, at COMMISSION'S expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned. CONTRACTOR hereby irrevocably designates and Page 25 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 appoints COMMSSION as its agent and attorney -in -fact to act for and in CONTRACTOR'S behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by CONTRACTOR. If CONTRACTOR uses or discloses CONTRACTOR'S own or any third parry's confidential information or intellectual property when acting within the scope of CONTRACTOR'S performance of Services or otherwise on behalf of COMMSSION, COMMSSION will have and CONTRACTOR hereby grants COMMSSION a perpetual, irrevocable, worldwide royalty -free, non-exclusive, sublicensable right and license to exploit and exercise all such confidential information and intellectual property rights. .z 21. COPYRIGHT ACCESS. COMMSSION, the County of Orange, and the State of California shall have a royalty -free, nonexclusive, and irrevocable license to publish, translate, or use now and hereafter, all material and work product (both tangible and intangible) developed under this Agreement including those materials covered by copyright. 22. NOTICES. 22.1 Method and Form of Notice. Unless otherwise specified, all formal notices, claims, correspondence, or reports shall be addressed as follows: COMMISSION: Orange County Children and Families Commission Contracts Officer 17320 Redhill, Suite 200 Irvine, CA 92614 CONTRACTOR: See Exhibit A All notices shall be deemed effective when in writing and personally delivered or deposited in the United States mail, express, priority, or first class, postage prepaid and addressed as above. Any notices addressed in any other fashion shall be deemed not given. ADMINISTRATOR and CONTRACTOR may mutually agree in writing to change the addresses to which notices are sent. 22.2 Advisory Notices Required. CONTRACTOR shall notify COMMISSION, in writing, within twenty-four (24) hours of becoming aware of any occurrence of a serious nature which may expose COMMSSION to liability. Such occurrences shall include, but not be limited to, accidents, injuries, or acts of negligence, or loss or damage to any COMMISSION property in possession of CONTRACTOR. 23. RIGHTS OF TERMINATION. 23.1 Termination Without Cause by Either Party Prior to Expiration of Term. This subparagraph 23.1 shall govern termination of this Agreement by either party without cause. Termination for cause shall be governed by Paragraph 23.2 and the default provisions of this Agreement. 23.1.1 CONMSSION and CONTRACTOR each reserve the right to terminate this Agreement at any time, without cause, upon fifteen (15) days' written notice to the other party. Upon receipt of a notice of termination without cause, CONTRACTOR shall immediately cease all Services hereunder except such as may be specifically approved and delineated by Page 26 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 ADMINISTRATOR. CONTRACTOR shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the ADMINISTRATOR thereafter in accordance with the compensation provisions of this Agreement and Exhibit B or such other arrangement for compensation as may be approved by the ADMINISTRATOR in writing. 23.2 Termination For Cause Due to Default of CONTRACTOR. COMMISSION reserves the express right to terminate this Agreement for cause due to the default (as defined in Paragraph 24 hereinafter) by CONTRACTOR in its performance obligations under this Agreement. COMMISSION may is any notice of default advise CONTRACTOR it also intends to terminate the Agreement for cause. The notice of default from COMMISSION shall advise CONTRACTOR if COMMISSION intends to elect to terminate the Agreement and in such event CONTRACTOR shall immediately cease performance and provision of Services hereunder as of the date the notice of default is received or deemed received, whichever is earlier. In such event of termination, COMMISSION may, but is not required, to take over the work and prosecute the same to completion by contract or otherwise. Also, in such event of termination for cause, CONTRACTOR shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated (provided that the COMMISSION shall use reasonable efforts to mitigate damages), and COMMISSION expressly reserves the right to withhold any outstanding payments to the CONTRACTOR for the purpose of set off or partial payment of the amounts owed the COMMISSION as previously set forth herein. 24. DEFAULT. 24.1 Default by CONTRACTOR. Failure by CONTRACTOR to perform and/or comply with any provision, covenant, or condition of this Agreement shall be a default of this Agreement. In the event of default ADMINISTRATOR, in his/her sole discretion, may avail on behalf of the COMMISSION (or the COMMISSION may avail itself) of any remedies available at law, in equity, or otherwise specified in this Agreement (including immediate termination for cause as set forth above in Paragraph 24.2 above) and may elect any of the following: 24.1.1 Afford CONTRACTOR a time period of fifteen (15) days from the date notice is mailed to cure the default, or to commence to cure such breach and diligently pursue to completion the cure of such breach within thirty (30) days of date notice is mailed; and/or 24.1.2 Discontinue payment and eligibility for payment to CONTRACTOR for and during the period in which CONTRACTOR is in breach, which payment may not be entitled to later recovery; and/or 24.1.3 Offset against any funds invoiced by CONTRACTOR but yet unpaid by COMMISSION those monies disallowed pursuant to the above paragraph; and/or 24.1.4 Withhold from any monies payable to CONTRACTOR sufficient funds to compensate COMMISSION for any losses, costs, liabilities or damages it reasonably believes were suffered by or have been incurred by COMMISSION due to the default of CONTRACTOR in the performance of the Services required by this Agreement. _ Page 27 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 25. REVERSION OF ASSETS. 25.1 Unencumbered or Unexpended Funds. Upon the termination or expiration of the term of this Agreement, CONTRACTOR shall transfer to COMMISSION any unexpended and unencumbered COMMISSION funds on hand at the time of such termination or expiration and any accounts receivable attributable to the use of subject funds. 25.2 Real or Personal Property Assets. Any real property or moveable or immovable personal property under CONTRACTOR's control or ownership that was acquired or improved in whole or in part with COMMISSION funds disbursed under this Agreement, the original cost therefor exceeded five thousand dollars ($5,000.00) shall either be, at the election of ADMINISTRATOR: (1) used by CONTRACTOR for the Services or comparable services meeting the purposes of the Act and Strategic Plan for a period of five (5) years after termination or expiration of this Agreement, unless a longer period is specified in Exhibit A; or (2) disposed of and proceeds paid to COMMISSION in a manner that results in COMMISSION being reimbursed in the amount of the current fair market value (assuming depreciation in accordance with customary business practices) of the real or personal property less any portion of the current value attributable to CONTRACTOR's out of pocket expenditures using non -commission funds for acquisition of, or improvements to, such real or personal property and less any direct and reasonable costs of disposition, including a reasonable and customary broker's fee incurred in listing and completion of sale of such asset. 25.2.1 In furtherance of the foregoing, if ADMINISTRATOR selects continued use of the capital asset, then CONTRACTOR hereby agrees that it shall be subject to an ongoing operating and use covenant relating to the subject real or personal property. The foregoing covenant shall survive the termination of expiration of this Agreement and shall be actionable at law or in equity by COMMISSION against CONTRACTOR and its successors in interest. 25.2.2 In the event ADMINISTRATOR selects disposition of the subject real or personal property, then CONTRACTOR shall exercise due diligence to dispose of such property in conformity with applicable laws and regulations and in accordance with customary business practices. The net proceeds of such disposition shall be disbursed directly to and be payable to COMMISSION upon the close of the applicable disposition transaction, such as close of escrow for the sale of real property, transfer of motor vehicle "pink slip" in accordance with applicable California Vehicle Code requirements, or completion of sale of personal property by bill of sale in accordance with UCC requirements. Page 28 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 IN WITNESS WHEREOF, the COMMISSION and CONTRACTOR have executed this Agreement in the County of Orange, State of California. Dated: ORANGE COUNTY CHILDREN AND FAMILIES COMMISSION, a public body and legal public entity By: Michael M. Ruane, Executive Director SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN RECEIVED AND FILED WITH THE CLERK OF THE COMMISSION LIM DARLENE J. BLOOM Clerk of COMMISSION [Signature block for CONTRACTOR on next page.] Page 29 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 LJ :7 Dated: Dated: [Signature block continued from previous page.] CITY OF HUNTINGTON BEACH, a municipal corporation Its: Mr. Ray Silver City Administrator By: Mr. Jim Slobojan Its: Deputy City Treasurer Page 30 of 30 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 EXHIBIT A TO ORANGE COUNTY CHILDREN AND FAMILIES COMMISSION GRANT AGREEMENT PROJECT SUMMARY City of Huntington Beach Huntington Beach Family Resource Center 031-AC-01 1. GRANT RECIPIENT City of Huntington Beach Community Services Department PO Box 190, 2000 Main Street, Huntington Beach, CA 92648 Contact: Bill Fowler, Superintendent of Recreation and Human Services City of Huntington Beach, (714) 536-5496 fowlerb@surfcity-hb.org OCRS Contact: Cathy McGough, Vice Principal of Huntington Beach Adult Education, Huntington Beach Union High School District, and Member of the City of Huntington Beach Children's Needs Task Force (714) 847-2873, ext. 218 cmcgough@hbuhsd.kl2.ca.us Signatories: Mr. Ray Silver, City Administrator, City of Huntington Beach, 2. Mr. Jim Slobojan, Deputy City Treasurer, City of Huntington Beach (714) 960-8820 slobojaj@surfcity-hb.org 2. SCOPE OF WORK Contractor shall perform the services described in Exhibit A- I to this Agreement (The Work Plan). In addition, Contractor shall: Exhibit A Page 1 of 2 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 2.1 Plan for the implementation of a multi -service, one -stop Family Resource Center in the City of Huntington Beach with a specific location to be determined that includes community parents, families, government, school and social service agencies, all working collaboratively through open forums and work sessions. Develop a Business Plan that includes the Vision and Mission Statement; develop an Operational Plan (as a part of the overall Business Plan) that includes location, position descriptions for staff and minimum qualifications, key partners and contributions; assess available funding sources and initiate efforts to leverage funding for sustained support of the Center. 2.2 Hire a consultant with experience in group collaboration and project development to act as project manager or "Director" of the Center during the planning and development stage. This consultant shall be hired as an independent contractor by the City of Huntington Beach and serve under the Community Services Division with oversight by the HB Children's Needs Task Force (Council appointed). . 3. WAIVER/AMENDMENTS TO AGREEMENT As a public entity the following waivers to the general requirements of this Agreement are waived: Paragraph 7.10 Professional Liability Paragraph 8.1.2 Articles of Incorporation Paragraph 15.1 Program Audit Paragraph 5.1 (v) Minimum Subcontract Terms = insurance and indemnification Exhibit A Page 2 of 2 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 EXHIBIT A-1 WORK PLAN (See attached) Exhibit A-1 Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 EXllIII111 ' A-1 WORK PLAN PART I: Organization/Collaborative Name Project Name Work Plan Contact Name Contact's Phone or Email Project # (Comm Use Only) Children's Needs Task Force (CNTF) of Huntington Beach Family Bill Fowler, City of HB Supt. of (714) 536-5496 031-AC-01 the City of Huntington Beach Resource Center Recreation/Human Services & fowlerb0surfcity-Wore Cathy McGou h, CNTF mcgoughc@hbuhsd.kl2.ca.us PART II: PROJECT ABSTRACT: Describe concisely what you (thegrantee) have committed to do for the money you will receive Establish an effective collaboration between the City of Huntington Beach, local school districts, community -based not -for -profit agencies, and residents to develop capacity to provide services and sustain a Family Resource Center in the City of Huntington Beach that will focus on children's needs, zero to five. We will hire a "project manager" to help us develop a Business Plan that includes a design for operations, location, staff position descriptions, services, leveraged funding, and sustainability. A "one -stop" Family Resource Center will ensure that children and families of HB receive the information, education, and services they need to grow and thrive. PART III: GOAL, OUTCOME, INDICATOR and OBJECTIVE PLANNING —Select directly from the Commission's First Strategic Plan Select Goal(s) that your project will work to For each goal selected, Identify the specific outcome, Indicator and objective from the Commission's First Strategic Plan that yoid support. project will support. If more than one objective is Identified, assign the total portion of funding to each objective by a percentage distribution. The total percentage combined for all objectives must equal 100%. Outcome(s) Indicator(s) Objective Distribution Healthy Children XX Strong Families Increased access and Consumer [ 1. ] Increase in community awareness 60% . availability to family support satisfaction and of services available and satisfaction in services and resources awareness surveys services received. Program Availability [ 2. ] Increase number of services and 40% service locations geographically dispersed around the county. Children Leaming & Ready for School Integrated Quality Service System Exhibit A-1 Orange County Children and Family Commission Pagel of 4 City of Huntington Beach Grant Agreement 031-AC-0I Version 4.0 E X1111IFF A-1 WORK PLAN PARTIV: STRATEGY LEVEL MILESTONE PLANNING — Copy your Objective from Part III of this workplan and paste it to the cell below. Please complete one page for each of your Objectives. OBJECTIVE: [ 1. ] Increase in community awareness of services available and satisfaction in services received. Please indicate the Strategies and corresponding Milestone(s) you will complete toward achieving this Objective. Add additional rows as necessary. Strategy: Identity the specific Description: Describe the milestone(s) Method: Define how the Progress Type: For each milestone, Timeline: Record the strategies you will use to accomplish you will complete toward accomplishing milestone(s) will be measured. indicate the type of progress estimated start date of the your Objective. your Strategy. measurement: milestone and anticipated • U for Units (e.g., # of classes held) target date of completion of • P for Percentage (e.g., % of targeted the milestone. • outreach) e A for achieved/not achieved Please denote your Primary Your description should answer the Your method should answer If using units or percentage, identify the Strategy with an asterisk ('l. question, "Who will be doing what?" the question, "How will this be start quantity and target quantity. Also, if done?" using units, indicate a description of the unit. Strategy Description - Method Type Start City Target City Start Date Target Date ' Service Integration: The Project Manager will develop Establish five (5) lead U 0 5 1/1/02 6/1/02 Community linkages a collaborative of lead partners partnerships. and parents. Outreach Efforts: Community The Project Manager and the Organize and/or present at U 0 7 1/1/02 6/1/02 events Children's Needs Task .Force will seven (7) open forum organize and present at open meetings. forum meetings to establish • inclusive involvement and assess needed services. Service Integration: Project Manager will establish Evaluation systems are A 1/1/02 3/1/02 Comprehensive performance evaluation systems involving the established. management system Children's Needs Task Force and an Advisory Group that address both planning and implementation stages. Exhibit A-1 Orange County Children and Family Commission Page 2 of 4 City of Huntington Beach Grant Agreement 031-AC-01 Version 4.0 EX111K1T A-1 WORK PLAN Service Integration: The Project Manager and the . A plan for hiring a Center A 1/1/02 9/1102 Professional Children's Needs Task Force Director is established and coordination/collaboration (CNTF) will create a plan for hiring approved by the CNTF. a Family Resource Center Director. Exhibit A-1 Orange County Children and Family Commission Page 3 of 4 City of Huntington Beach Grant Agreement 03 I-AC-01 Version 4.0 CJ 40 E XIIIBI'1' A-1 WORK PLAN PARTIV: STRATEGY LEVEL MILESTONE PLANNING — Copy your Objective from Part III of this work plan and paste it to the cell below. Please complete one page for each of your Objectives. OBJECTIVE: [ 2. Increase number of services and service locations geographically dispersed around the county. Please indicate the Strategies and corresponding Milestone(s) you will complete toward achieving this Objective. Add additional rows as necessary. Strategy: Identity the specific Description: Describe the milestone(s) Method: Define how the Progress Type: For each milestone, Timeline: Record the strategies you will use to accomplish you will complete toward accomplishing milestone(s) will be measured. indicate the type of progress estimated start date of the your Objective. your Strategy. measurement: milestone and anticipated . U for Units (e.g., # of classes held) target date of completion of • P for Percentage (e.g., % of targeted the milestone. outreach) • A for achieved/not achieved Please denote your Primary Your description should answer the Your method should answer If using units or percentage, identify the Sto!t-My with an asterisk (1. question, "Who will be doing what?" the question, "How will this be start quantity and target quantity. Also, if done?" using units, indicate a description of the unit. Strategy Description Method Type Start Oty Target Oty Start Date Target Date Capacity Building: Co -location The Project Manager, lead Select and secure location. A 1/1/02 9/1/02 with other service providers partners, and the Children's Need Task Force, with City Council approval, will develop co -location with other service providers and community -based organizations. Capacity Building The Project Manager, lead Business Plan written and A 111102 9/1/02 Civic engagement by program partners and the Children's Need approved by the Children's • participants Task Force will hold working, Needs Task Force. collaborative sessions with - representative parents to create a Business Plan. Service Integration: Community The Project Manager and the Submit grant applications A 1/1/02 6/1/02 Planning, Revenue Children's Needs Task Force will to two funding sources and Maximization assess available funding sources develop funding plan for and determine steps to leverage sustainability. funding for the FRC. Exhibit A-1 Orange County Children and family Commission Page 4 of 4 City of Huntington Beach Grant Agreement 031-AC-01 [version 4.0 EXHIBIT B TO ORANGE COUNTY CHILDREN AND FAMILIES COMMISSION GRANT AGREEMENT FOR THE PROVISION OF PROJECT SERVICES Distribution of Funds OC Children and Families Commission -r City of HB Family Resource Center Maximum Year 1 Funds Due Staff Salaries and benefits: $ Project supplies, materials, training $3,000 Project evaluation / data collection: $1,000 Other direct project expenses: $1,000 Indirect / administrative overhead: $ Cost for single item over $5000 Describe $ Other: Describe *Consultant Subcontract $30,000 TOTAL FUNDS DUE $35,000 TOTAL PROJECT ALLOCATION / MAXIMUM GRANT OBLIGATION $35,000 * CONTRACTOR may invoice COMMISSION for up to $ 10.000 under the category Other: Subcontract for Project Manager for the Project expenses incurred prior to the Date of Agreement for Project startup costs incurred by CONTRACTOR during [January 20021 subject to the consideration and approval of the ADMINISTRATOR in his sole discretion, but in no event to exceed the amounts specified in the applicable categories (noted with * above) and in no event in a cumulative amount more than the Maximum Grant Obligation. Exhibit B Page 1 of I Orange County Children and Family Commission City of Huntington Beach Grant Agreement 031-AC-01 ATTACHMENT 2 I, CITY OF �-IUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 COMMUNITY SERVICES DEPARTMENT November 29, 2001 (714) 536-5486 The City of Huntington Beach is requesting proposals for a Consultant in Program Development, with responsibilities for implementing a planning grant to create a Family Resource Center per the attached terms, conditions and scope of service. Overview: The Consultant will be responsible for achieving specific objectives in the-19rant's Action Plan. Products will include creating a Community Vision; conducting a Community -Needs Assessment with focus groups; writing a. Business Plan consisting of Service, Operation, an'1Staffing components; developing evaluation systems; identifying an optimal location, writing one or more applications for implementation funding, and initiating efforts to lever a funding for sustained support of the Center. See attached work plan for further insight intthe project's goals, strategies, etc. Timeline: �. The expected duration of the planning phase is six months, January 2002 to Ju a of 2002; however, the duration may be extended for two or more months if additional 1im7 is needed to achieve the planning.grant's goals as specified in.the Action Plan. Required Qualifications: • Experience in non-profit management or equivalent • Excellent communications skills (written, verbal, and interpersonal) • Ability to network with community agencies and resources • Experience in seeking additional revenue for a new project, including grant writing • Working knowledge of a Family Resource Center • Easily establishes rapport with community members • Skills in computer applications including MS Office, Internet Search, and email • Organizational skills and efficient in meeting timelines • Ability to write and implement a Business Plan • Excellent follow-through and detail orientated • Flexible work schedule Desirable Qualifications: • BS in business or public administration or similar degree • Success in grant writing • Personal knowledge of Huntington Beach community Compensation: Consultant will operate as an independent contractor. It is expected that the consultant will provide his/her own insurance and other benefits and will work from his/her own office. However, a computer workstation and some office assistance will be provided as needed. Compensation is based on achievement of goals and invoiced to the Children and Families Commission of Orange County, funded by Proposition 10 (the tobacco initiative). Compensation for the entire project is $30,000. An additional budget of $5,000 is provided. for the materials, supplies, training, and evaluation needs of the project. -1 Ouafitr Lih', T hrou i. �:iil!!!.'1f011, ft'o re a;irm vw C?ihur,- Family Resource Cent•lanning Consultant • December 3, 2001 Page 2 Action Plan: Under the supervision of the Community Services Division and the Children's Needs Task Force (CNTF) for the City of Huntington Beach, the Consultant will achieve the following objectives: Collaborate and report to the CNTF and the Community Services Division during all activities of the project and attend CNTF meetings on the fourth Thursday of the month at 4:00 p.m. 2. Conduct a study of feasibility and needs in order to identify an optimal location for the Center that is approved by the CNTF. Work with the CNTF and other partners to secure consensus of the City Council members in order to secure that location. 3. Complete reports, data collection, and evaluation processes as required by the Children and Families Commission of Orange County and assist the City in its invoicing for grant funding. r 4. Write a Program Grant to funding of the implementation of the Family Center and submit to the Children and Families Commission of Orange County by the June deadline. Submit similar requests for funding to one or more public or private agencies. 5. Achieve the objectives, strategies, milestones, and deadlines of the Planning Grant (listed in summary below). The Project Manager will develop a collaborative of lead partners and parents. The Project Manager and the Children's Needs Task Force will organize and present at open forum meetings to establish inclusive involvement and assess needed services. Project Manager will establish evaluation systems involving the Children's Needs Task Force and an Advisory Group that address both planning and implementation stages, The Project Manager and the Children's Needs Task Force (CNTF) will create a plan for hiring a Family Resource Center Director. The Project Manager,.lead partners, and the Children's Need Task Force, with City Council approval, will develop co -location with other service providers and community -based organizations. The Project Manager, lead partners and the Children's Need Task Force will hold working, collaborative sessions with representative parents to create a Business Plan(including an Operations Plan and a Service Plan). The Project Manager and the Children's Needs Task Force will assess available funding sources and determine steps to leverage funding for the FRC. Family Resource Cel*Planning Consultant • December 3, 2001 Page 3 Any questions regarding proposal contact Bill Fowler at (714) 536-5496 or Cathy McGough at (714) 847-2873, x-218. Please submit proposal in a sealed envelope marked "Family Resource Center Consultant". Proposal due date: Friday,-December-21_; 2001. Mailing address: City of Huntington Beach; Community Services Department, 2000 Main Street, Huntington Beach, CA 92648, Attn: Bill Fowler., Children and Families Commission of Orange County Work Plan PART I: Organization/Collaborative Name Project Name Work Plan Contact Name Contact's Phone or Email Project # (Comm Use Only) Children's Needs Task Force (CNTF) of Huntington Beach Family Bill Fowler, City of HB Supt. of (714) 536-5496 031-AC-01. the City of Huntington Beach Resource Center Recreation/Human Services & fowlerb@surfcity-hb.orq Cathy McGou h, CNTF mcgoughc@hbuhsd.kl2.ca.us PART 11: PROJ ECT ABSTRACT: Describe concisely what you (the grantee) have committed to do for the money you will receive Establish an effective collaboration between the City of Huntington Beach, local school districts, community -based not -for -profit agencies, and residents to develop capacity to provide services and sustain a Family Resource Center in the City of Huntington Beach that will focus on children's needs, zero to five. We will hire a "project manager' to help us develop a Business Plan that includes a design for operations, location, staff position descriptions, services, leveraged funding, and sustainability. A "one -stop" Family Resource Center will ensure that children and families of HB receive the information, education, and services they need to grow and thrive. PART III: GOAL, OUTCOME, INDICATOR and OBJECTIVE PLANNING —Select directly from the Commission's First Strategic Plan Select Goal(s) that your project will work to For each goal selected, identify the specific outcome, indicator and objective from the Commission's First Strategic Plan that your support. project will support. If more than one objective is identified, assign the total portion of funding to each objective by a percentage distribution. The total percentage combined for all objectives must equal 100%. Outcome(s) Indicator(s) Objective(s) % Funding Distribution Healthy Children XX Strong Families Increased access and Consumer [ 1. ] Increase in community awareness 60% availability to family support satisfaction and of services available and satisfaction in services and resources awareness surveys services received. Program Availability [ 2. ] Increase number of services and 40% service locations geographically dispersed around the county. Children Learning & Ready for School Integrated Quality Service System 0 Pcrue l of 5 0 Children and Families Commission of Orange County Work Plan ***PLEASE COMPLETE ONE PAGE FOR EACH OBJECTIVE*** ' (Add pages as necessary) PARTIV: STRATEGY LEVEL MILESTONE PLANNING — Copy your Objective from Part III of this workplan and paste it to the cell below. Please complete one page for each of your Objectives. OBJECTIVE: [ 1. ] Increase in community awareness of services available and satisfaction in services received. Please indicate the Strategies and corresponding Milestone(s) you will complete toward achieving this Objective. Add additional rows as necessary. Strategy: Identify the specific Description: Describe the milestone(s) Method: Define how the Progress Type: For each milestone, Timeline: Record the strategies you will use to accomplish you will complete toward accomplishing milestone(s) will be measured. indicate the type of progress estimated start date of the your Objective. your Strategy, measurement: milestone and anticipated • U for Units (e.g., # of classes held) target date of completion of • P for Percentage (e.g., % of targeted the milestone. outreach) • A for achieved/not achieved Please denote your Primary Your description should answer the Your method should answer If using units or percentage, identify the Strategy with an asterisk M. question, "Who will be doing what?" the question, "How will this be start quantity and target quantity. Also, if done?" using units, indicate a description of the unit. Strategy Description Method Type Start Qty Target Qty Start Date Target Date * Service Integration: The Project Manager will develop Establish five (5) lead U 0 5 1/1/02 6/1/02 Community linkages a collaborative of lead partners partnerships. and parents. Outreach Efforts: Community The Project Manager and the Organize and/or present at U 0 7 111/02 6/1/02 events Children's Needs Task Force will seven (7) open forum organize and present at open meetings. forum meetings to establish inclusive involvement and assess needed services. Page 2 of S Version 4.0 I Children and Families Commission of Orange County Work Plan Service Integration: Project Manager will establish Evaluation systems are A 1/1/02 3/1/02 Comprehensive performance evaluation systems involving the established. management system Children's Needs Task Force and an Advisory Group that address both planning and implementation stages Service Integration: The Project Manager and the A plan for hiring a Center A 1/1102 9/1/02 Professional Children's Needs Task Force Director is established and coordinationlcollaboration (CNTF) will create a plan for hiring approved by the CNTF. a Family Resource Center Director. r • Page 3 of 5 Version 4.0 Children and Families Commission of Orange County Work Plan ***PLEASE COMPLETE ONE PAGE FOR EACH OBJECTIVE*** `% (Add pages as necessary) PARTIV: STRATEGY LEVEL MILESTONE PLANNING — Copy your Objective from Part III of this work plan and paste it to the cell below. Please complete one page for each of yourObjectives. oBJEcTtVE: [ 2. j Increase number of services and service locations geographically dispersed around the county. Please indicate the Strategies and corresponding Milestone(s) you will complete toward achieving this Objective. Add additional rows as necessary. Strategy: Identify the specific Description: Describe the milestone(s) Method: Define how the Progress Type: For each milestone, Timeline: Record the strategies you will use to accomplish you will complete toward accomplishing milestone(s) will be measured. indicate the type of progress estimated start date of the your Objective. your Strategy. measurement: milestone and anticipated • U for Units (e.g., # of classes held) target date of completion of • P for Percentage (e.g., % of targeted the milestone. outreach) • A for achieved/not achieved Please denote your Primary Your description should answer the Your method should answer If using units or percentage, identify the Strategy with an asterisk M. question, "Who will be doing what?" the question, "How will this be start quantity and target quantity. Also, if done?" using units, indicate a description of the unit. Strategy Description Method Type Start Qty Target Qty Start Date Target Date Capacity Building: Co -location The Project Manager, lead Select and secure location. A 1/1/02 9/1102 with other service providers partners, and the Children's Need Task Force, with City Council approval, will develop co -location with other service providers and community -based organizations, Capacity Building The Project Manager, lead Business Plan written and A 1/1/02 9/1/02 Civic engagement by program partners and the Children's Need approved by the Children's participants Task Force will hold working, Needs Task Force. collaborative sessions with representative parents to create a Business Plan. Page 4 of S Version 4.0 Children and Families Commission of Orange County Work Plan Service Integration: Community The Project Manager and the Submit grant applications A 1/1/02 6/1/02 Planning, Revenue Children's Needs Task Force will to two funding sources and Maximization assess available funding sources develop funding plan for and determine steps to leverage sustainability. funding for the FRC. • • Page 5 of 5 Ir.,.. :.... .4 n • 0 RCA ROUTING SHEET INITIATING DEPARTMENT: Community Services Department SUBJECT: APPROVE GRANT AGREEMENT WITH ORANGE COUNTY CHILDREN AND FAMILIES COMMISSION AND APPROVE PROFESSIONAL SERVICES AGREEMENT WITH BARBARA VAN DINE FOR CONSULTING SERVICES COUNCIL MEETING DATE: March 18, 2002 RCA ATTACHMENTS .- STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attome Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attome Not Applicable Certificates of Insurance (Approved by the City Attorney) Attached Financial Impact Statement Unbud et, over $5,000 Not Applicable Bonds If applicable) Not Applicable Staff Report If applicable) Not Applicable Commission, Board or Committee Report If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR ,MISSING ATTACHMENTS EXPLANATION FOR RETURN OF ITEM: RCA Author: Fowler