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
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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
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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
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ATTACHMENT #3
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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
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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
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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
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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
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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
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Orange County Children and Family Commission
City of Huntington Beach Grant Agreement 031-AC-01
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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
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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
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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.
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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
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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.
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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.
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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
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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.
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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.
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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.
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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
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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
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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
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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.
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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.
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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.
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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
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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.
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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
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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
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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
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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.
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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.
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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
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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