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Home My WebLink AboutAGMT - Trauma Intervention Programs Inc (TIP) (Support Services for Victims of Traumatic Events and Their Families_AGREEMENT BETWEEN CITY OF SEAL BEACH AND TRAUMA INTERVENTION PROGRAMS, INC. THIS AGREEMENT is made and entered into this ITT of ZiAhG , 2021, but effective as of the 1st day of July, 2021, by and between the City of Seal Beach, a municipal corporation, hereinafter referred to as "City", and Trauma Intervention Programs, Inc., hereinafter referred to as "TIP". WITNESSETH: WHEREAS, the City is desirous of TIP providing a range of emotional and practical support services to victims of traumatic events and their families; and WHEREAS, victims of traumatic events sometimes require assistance in making arrangements for shelter, food, transportation and receiving necessary information and referral services; and WHEREAS, TIP is a contractor which has the ability to provide such services; and WHEREAS, the parties wish to enter into an agreement whereby TIP will furnish such services; NOW, THEREFORE, the parties hereto mutually agree as follows: 1. SERVICES AND DUTIES (a) TIP shall make available to the City sufficient information to enable the City to contact the appropriate TIP volunteer, including 24-hour on-call phone number, address, and names of volunteers, supervisors (when appropriate), as well as alternate or backup telephone numbers. (b) TIP or TIP's employees and/or volunteers shall provide all vehicles and equipment necessary for the performance of this Agreement and shall be responsible for maintenance of said equipment and vehicles. (c) TIP shall provide all personnel, volunteers, supplies, and equipment necessary for the efficient and effective operation of the services and programs provided for herein. (d) Upon the request of or referral by the City, or as otherwise agreed upon, TIP personnel shall provide on -scene emotional and practical support to the victims of traumatic events and their family members (hereinafter "clients"). Said emotional and practical support services shall include but shall not be limited to providing on -scene emotional support to clients; making necessary telephone calls; making arrangements for clean-up services; notifying family, friends and others; referring to follow-up services; providing information and referral services; performing one follow-up contact to verify the client's welfare. (e) TIP shall comply with all applicable local, state or federal laws or regulations. 2. COMPENSATION FOR SERVICES The City agrees to pay TIP a maximum amount of $2,962 (24,684 population x .12 cents per capita) for the services to be performed hereunder. The City agrees to pay in advance, unless some other method of payment is mutually agreed to in writing. 3. INDEPENDENT CONTRACTOR In the performance of the obligations under this Agreement, it is understood and agreed that TIP is at all times acting and performing services as an independent contractor, and the City shall exercise no control or direction over the manner and means by which TIP performs its obligations under this contract, except as herein stated. All persons employed by or volunteering for TIP in the performance of TIP's services and functions shall be considered employees, volunteers and agents of TIP and no person employed by or volunteering for TIP shall be entitled to any City pension, civil service, or any status or right, nor shall he or she be deemed to be a City employee as a result of this Agreement. Additionally, all persons employed by or volunteering for TIP shall not represent themselves to be affiliated with the City of Seal Beach. 4. INDEMNIFICATION TIP promises and agrees to defend, protect, indemnify and save harmless the City, its officers, agents and employees, from and against any and all claims, demands and liability for damages for personal injury or property damage suffered by reason of any act or omission of TIP or TIP's employees, volunteers, agents or contractors, or by reason of any dangerous or defective condition caused or permitted by TIP or TIP's employees, volunteers, agents or contractors. The City promises and agrees to defend, indemnify and save harmless TIP, its officers, employees, and volunteers from all claims, demands and liability for damages for personal injury or property damage suffered by reason of any act or omission of the City or the City's officers or employees, or by reason of any dangerous or defective condition caused or permitted by the City or the City's officers or employees, except where such action, omission or condition is caused by or is the result of an action, omission or request of TIP or TIP's officers, employees or volunteers, or is alleged to arise out of the execution of this Agreement. 5. PROPRIETARY RIGHTS (a) The Contractor is the sole and exclusive owner of all proprietary and other property rights and interests in and to the trade names and/or trademarks "Trauma Intervention Programs," "TIP, Inc." and "TIP" and all other trademarks and service marks used in connection with the TIP Program, including but not limited to all those trademarks, service marks, slogans, logos and rights residing in the banners, brochures, business cards and letterheads by which groups licensed to adopt and use said names and marks and products there from are known and identified (collectively, "Proprietary Marks and Indicia"). (b) The Contractor is the sole and exclusive owner of all materials used to operate the TIP Program in the City of Seal Beach. These materials include but are not limited to the Operations Manual, Volunteer Training Manual and Trainers Manual. Upon termination of this Agreement, the City agrees to immediately return all manuals and materials to the Contractor. 6. INSURANCE (a) TIP shall secure and maintain throughout the contract period, and any extensions thereof, professional liability insurance, public liability insurance, property damage and vehicle liability insurance effectivee as of the effective date of this Agreement, and shall be protected from claims for damages for personal injury, including accidental death, as well as from claims for property damage which may arise from operations under this Agreement. Said insurance shall be maintained in full force and effect during the term of this Agreement or renewals or extensions thereof. Such a policy shall be for not less than $1,000,000 for injuries, including accidental death, to any one person and, subject to the same limit for each person, in an amount not less than $1,000,000 on account for any one occurrence, and $1,000,000 for property damage, and shall be place with a company authorized to conduct business in the State of California. City shall be named as an Additional Insured on all policies and/or certificates of insurance. Copies of all policies or certificates shall provide for thirty (30) days written notice to the City prior to any reduction in coverage or cancellation. Such insurance coverage shall be primary and shall not require any contribution by the City or by the City's insurance carriers. The amass of such insurance shall not be deemed a limitation of TIP's agreement to save and hold the City harmless and if the City becomes liable for an amount in excess of the insurance, TIP will save and hold the City harmless from the whole thereof. The City reserves the right to increase the amounts of insurance coverage described hereinbefore, and to require any additional riders and provision in said policies or certificates as shall be considered necessary by the City Attorney of the City and/or the City Manager of the City consistent with the terms and conditions of this contract. TIP shall comply with said increase or other change within thirty (30) days after notice from the City. (b) Workers' Compensation. TIP shall secure and maintain throughout the term of this Agreement, Workers' Compensation insurance as prescribed by the laws of the State of California. A certificate evidencing such coverage shall be filed with the City Manager's Office. Said certificate shall provide that the City will be given at least thirty (30) days written notice prior to cancellation. 7. TERMINATION (a) For Cause. If either party fails to perform any duties or obligations imposed on it by this Agreement and such failure continues for thirty (30) days after written notification by one party to the other, then this Agreement will be in breach and the party providing such notice may terminate this Agreement immediately thereafter. (b) Without Cause. Either party at any time may terminate this Agreement without cause upon the giving of forty-five (45) days prior written notice to the other of such intent to terminate at the address set out in Section 9 of this Agreement. (c) Reimbursement of Compensation. If this Agreement is terminated prior to the end of the term set forth in Section 8, TIP shall reimburse the City a pro rata amount of any compensation paid in advance. MY This Agreement shall continue through the 30th day of June 2022 unless earlier terminated in accordance with Section 7. 9. NOTICES Notices shall be deemed given under this Agreement when in writing and personally delivered or placed in the U.S. Mail, first class, postage prepaid, addressed as follows: City: City of Seal Beach Police Department 911 Seal Beach Blvd Seal Beach, CA 90740 TIP: Trauma Intervention Programs, Inc. 13217 Jamboree Road, Suite 190 Tustin, CA 92782 10. ASSIGNMENT / AMENDMENT/ ENTIRE AGREEMENT/ NO CONTINUING WAIVER This Agreement constitutes the entire agreement between the parties. It may be amended only in writing signed by both parties. No waiver of any term or condition of this Agreement shall be deemed a continuing waiver hereof. This Agreement is binding upon TIP and their successors and assignees. Except as otherwise provided herein, TIP shall not assign, sublet, or transfer its interest in this Agreement or any part thereof without the prior written consent of the City. Any such assignment shall, at the option of the City, immediately void this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized officers on the day and year first above written. `By: BEACH Date: 6 TRAUMA INTERVENTION PROGRAMS, INC. By: ' Cindy Tab , Executive Director Date: TRAUINT-01 SHAFMI ,a►� �� CERTIFICATE OF LIABILITY INSURANCE DAT115/2D/y 4/15/2021 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Solomon & Solomon Insurance Brokers 24411 Ridge Route Dr Ste 135 Laguna Hills, CA 92653 NAME:4CT Michael Nazar! PHONE FAX AIC, No, Ext): AIC, No): Eo aE . mike@solomonins.com INSURERS AFFORDING COVERAGE NAIC # X INSURER A:Philadelphia Insurance Co 18058 PHPK2205022 INSURED INSURER B: State Compensation Ins. Fund 35076 INSURER C : Trauma Intervention Program, Inc. (A Non -Profit Corp) 13217 Jamboree Road, Suite 190 Tustin, CA 92782 INSURER D : PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: x POLICY 0 jRoT FILOC OTHER: INSURER E: INSURER F: I S COVERAGES CFRTIFICATF NI IMRFR- IPr-X1IQIr1M nn IRAMCO. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM DffYYYI POLICY EXP IMMIDDfYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FX] OCCUR X PHPK2205022 1/14/2021 1/14/2022 EACH OCCURRENCE $ 2,000,000 DAMAGE TOERENTED occurrence) $ 100,000 EMISESMED EXP (Any oneperson) S 5,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: x POLICY 0 jRoT FILOC OTHER: GENERAL AGGREGATE $ 4,000,000 PRODUCTS-COMPIOPAGG $ 4,000,000 I S A AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PHPK2205022 1/14/2021 1/14/2022 COMBINED SINGLE LIMIT $ 1,000,000 BODILY INJURY Perperson) $ BODILY INJURY Per accident S PROPERTY DAMAGE Per. accident $ S UMBRELLA LIAB EXCESS LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE S DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE F—] OFFICERIMEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N I A 1197336-21 5/1/2021 5/1/2022 X PER OTH- TAT T 1,000,000 E.L. EACH $ E.L. DISEASE - EA EMPLOYE $ 1'000,OOQ E.L. DISEASE - POLICY LIMIT $ 1,000,000 A A Professional Liabili Professional Liabili PHPK2205022 PHPK2205022 1/14/2021 1/14/2021 1/14/2022 1/14/2022 Aggregate 4,000,000 Each Incident Limit 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) City of Seal Beach Police Department are hereby named as additional insured per CG20260413 and PI-GLD-HS(10/11). CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Ci of Seal Beach Police Department City P THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 911 Seal Beach Boulevard Seal Beach, CA 90740 AUTHORIZED REPP�REESE/NLATA�TIVE Q� ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PI-GLD-HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non -Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments — Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments — Bail Bonds $5,000 5 Supplementary Payment — Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement —Janitorial Services Client Coverage $10,000 limit 6 Additional Insured — Newly Acquired Time Period Amended 6 Additional Insured — Medical Directors and Administrators Included 7 Additional Insured — Managers and Supervisors (with Fellow Employee Coverage) Included 7 Additional Insured — Broadened Named Insured Included 7 Additional Insured — Funding Source Included 7 Additional Insured — Home Care Providers Included 7 Additional Insured — Managers, Landlords, or Lessors of Premises Included 7 Additional Insured — Lessor of Leased Equipment Included 7 Additional Insured — Grantor of Permits Included 8 Additional Insured —Vendor Included 8 Additional Insured — Franchisor Included 9 Additional Insured —When Required by Contract Included 9 Additional Insured — Owners, Lessees, or Contractors Included 9 Additional Insured — State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury — includes Mental Anguish Included 11 Personal and Advertising Injury — includes Abuse of Process, Discrimination Included 11 A. Extended Property Damage SECTION 1— COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION 1— COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non -Owned Watercraft SECTION 1— COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION 1— COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION I —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III — LIMITS OF INSURANCE. b. SECTION III — LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V— DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract'; 2. SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I — COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit" seeking damages, "investigation," or `civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b. Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V— DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) G. Medical Payments — Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION 111- LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I — COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION 1— COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. 1. Supplementary Payments SECTION 1— COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION 1— COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc.., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) K. Key and Lock Replacement — Janitorial Services Client Coverage SECTION 1— COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a "client" for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II — WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators — Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors — Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury" to a co - "employee" while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source — Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers —At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises — Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment —Automatic Status When Required in Lease Agreement With You — Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011. Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. h. Grantors of Permits — Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. L Vendors — Only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material. of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) 'Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained'in Sub -paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor— Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract — Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors — Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) m. State or Political Subdivisions — Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury — Mental Anguish SECTION V — DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. R. Personal and Advertising Injury — Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V— DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V — DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION BLANKET BASIS HOME OFFICE SAN FRANCISCO EFFECTIVE MAY 1, 2021 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AND EXPIRING MAY 1, 2022 AT 12.01 A.M. AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME TRAUMA INTERVENTION PROGRAMS INC. 13217 JAMBOREE RD # 190 TUSTIN, CA 92782 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION 1197336-21 RENEWAL SP 3-57-43-60 PAGE 1 OF NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS IN THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: MAY 4, 2021 2572 AUTHORIZED REPRESENT IVE PRESIDENT AND CEO SCIF FORM 10217 (REV.4-2018) Nq OLD DP 217 AGREEMENT BETWEEN COUNTY OF ORANGE AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, AS DESCRIBED IN ARTICLE IX, SECTION 9, OF THE CALIFORNIA CONSTITUTION, ON BEHALF OF THE UNIVERSITY OF CALIFORNIA, IRVINE, SCHOOL OF MEDICINE, DEPARTMENT OF PEDIATRICS FOR THE PROVISION OF CHILD ABUSE MEDICAL SERVICES This AGREEMENT is by and between the COUNTY OF ORANGE, hereinafter referred to as "COUNTY," and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, as described in Article IX, section 9, of the California constitution, on behalf of THE UNIVERSITY OF CALIFORNIA, IRVINE, SCHOOL OF MEDICINE, DEPARTMENT OF PEDIATRICS, hereinafter referred to as "UCI" or "CONTRACTOR." This Agreement shall be administered by the County of Orange Social Services Agency Director or designee, hereinafter referred to as "ADMINISTRATOR." WITNESSETH: WHEREAS, COUNTY desires to contract with CONTRACTOR for the provision of Child Abuse Medical Services; WHEREAS, CONTRACTOR agrees to render such services on the terms and conditions hereinafter set forth; WHEREAS, such services are authorized and provided for pursuant to California Welfare and Institutions Code sections 16501 and 18961.7, California Civil Code section 56.10 et seq. and 45 Code of Federal Regulations 164.512; and ACCORDINGLY, THE PARTIES AGREED AS FOLLOWS: CEH0921 Page 1 of 39 April 22, 2021 TABLE OF CONTENTS 1. TERM................................................................................................................................................... 4 2. ALTERATION OF TERMS................................................................................................................4 3. STATUS OF CONTRACTOR.............................................................................................................4 4. DESCRIPTION OF SERVICES..........................................................................................................5 32 5. LICENSES AND STANDARDS.........................................................................................................5 6. DELEGATION AND ASSIGNMENT/CHANGE OF OWNERSHIP................................................6 7. SUBCONTRACTS..............................................................................................................................6 8. FORM OF BUSINESS ORGANIZATION/NAME CHANGE...........................................................7 9. USE OF COUNTY PROPERTY......................................................................................................... 8 10. NON-DISCRIMINATION ................................... ................................................... POLITICAL ACTIVITY...................................................................................................................35 11. 1�:...........................8 NOTICES............................................................................................................................................11 TERMINATION PROVISIONS......................................................................................................... 12. NOTICE OF DELAYS......................................................................................................................12 GOVERNING LAW AND VENUE.................................................................................................. 13. INDEMNIFICATION........................................................................................................................12 THE REGENTS................................................................................................................................. 14. INSURANCE.....................................................................................................................................13 SIGNATURE IN COUNTERPARTS................................................................................................38 15. NOTIFICATION OF LITIGATION, INCIDENTS, CLAIMS, OR SUITS......................................16 16. CONFLICT OF INTEREST...............................................................................................................17 17. ANTI -PROSELYTISM PROVISION...............................................................................................17 18. SUPPLANTING GOVERNMENT FUNDS......................................................................................18 19. EQUIPMENT.....................................................................................................................................18 20. BREACH SANCTIONS....................................................................................................................19 21. PAYMENTS...................................................................................................................................... 20 22. OVERPAYMENTS...........................................................................................................................22 23. OUTSTANDING DEBT....................................................................................................................22 24. FINAL REPORT................................................................................................................................22 25. RECORDS, INSPECTIONS, AND AUDITS....................................................................................23 26. PERSONNEL DISCLOSURE........'....... ISCLOSURE...........................................................................................................25 27. EMPLOYMENT ELIGIBILITY VERIFICATION...........................................................................27 28. CHILD AND DEPENDENT ADULT/ELDER ABUSE REPORTING............................................27 29. NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED BABY LAW......... 28 30. CONFIDENTIALITY........................................................................................................................28 31. SECURITY........................................................................................................................................29 32. COPYRIGHT ACCESS.....................................................................................................................31 33. WAIVER............................................................................................................................................31 34. SERVICES DURING EMERGENCY AND/OR DISASTER.......................................................... 32 35. PUBLICITY, LITERATURE, ADVERTISEMENTS AND SOCIAL MEDIA................................32 36. REPORTS..........................................................................................................................................33 37. ENERGY EFFICIENCY STANDARDS...........................................................................................34 38. ENVIRONMENTAL PROTECTION STANDARDS......................................................................34 39. CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERALTRANSACTIONS................................................................................................................... 34 40. POLITICAL ACTIVITY...................................................................................................................35 41. TERMINATION PROVISIONS......................................................................................................... 36 42. GOVERNING LAW AND VENUE.................................................................................................. 37 43. THE REGENTS................................................................................................................................. 37 44. SIGNATURE IN COUNTERPARTS................................................................................................38 CEH0921 Page 2 of 39 April 22, 2021 EXHIBIT A I. POPULATION TO BE SERVED........................................................................................................1 2. DEFINITIONS...............................................:.....................................................................................1 3. HOURS OF OPERATION...................................................................................................................2 4. CAST MEDICAL SERVICES.............................................................................................................3 S. TELEPHONIC CONSULTATION SERVICES..................................................................................5 6. ADDITIONAL CONTRACTOR RESPONSIBILITIES..................................................................... 6 7. FACILITIES........................................................................................................................................7 8. REPORTS............................................................................................................................................ 7 9. QUALITY ASSURANCE................................................................................................................... 9 10. OUTCOMES........................................................................................................................................ 9 11. BUDGET FOR CHILD ABUSE MEDICAL SERVICES.........................................................4......... 9 12. STAFF................................................................................................................................................14 CEH0921 Page 3 of 39 April 22, 2021 1. TERM The term of this Agreement shall commence on July 1, 2021, and terminate on June 30, 2024, unless earlier terminated pursuant to the provisions of Paragraph 41 of this Agreement; however, each party shall be obligated to- perform such duties as would normally extend beyond this term, including, but not limited to, obligations with respect to indemnification, audits, reporting and accounting. CONTRACTOR and ADMINISTRATOR may mutually agree in writing to extend the term of this Agreement, for up to twelve (12) additional months upon the same terms and conditions, provided that COUNTY's maximum funding obligation as stated in Subparagraph 21.1 of this Agreement does not increase as a result. 2. ALTERATION OF TERMS 2.1 This Agreement, including any Exhibit(s) attached hereto and incorporated by reference, fully expresses all understandings of the parties and is the total Agreement between the parties as to the subject matter of this Agreement. No addition to, or alteration of, the terms of this Agreement, whether written or verbal, are valid or binding unless made in the form of a written amendment to this Agreement which is formally approved and executed by both parties. 2.2 The various headings, numbers, and organization herein are for the purpose of convenience only and shall not limit or otherwise affect the Agreement. 3. STATUS OF CONTRACTOR 3.1 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 COUNTY and CONTRACTOR or any of CONTRACTOR's agents or employees. CONTRACTOR assumes exclusively the responsibility for the acts of its employees or agents as they relate to services to be provided during the course and scope of their employment. 3.2 CONTRACTOR, its agents, and employees shall not be entitled to any rights and/or privileges of COUNTY employees, and shall not be considered in any manner to be COUNTY employees. CEH0921 Page 4 of 39 April 22, 2021 4. DESCRIPTION OF SERVICES 4.1 CONTRACTOR agrees to provide. those services, facilities, equipment, and supplies, as described in the 'Exhibit A to the Agreement between County of Orange and The Regents of the University of California, for the Provision of Child Abuse Medical Services, attached hereto and incorporated herein by reference. CONTRACTOR shall operate continuously throughout the term of this Agreement with the number and type of staff described and as required for provision of services hereunder. 4.2 Subject to thirty (30) days advance written notice, ADMINISTRATOR may require changes in staffing allocations to reflect current workload demands or service needs as long as COUNTY's maximum funding obligation, as set forth in this Agreement, is not exceeded. 4.3 Upon the request of ADMINISTRATOR, CONTRACTOR shall send appropriate staff to attend an orientation session and subsequent training sessions given by COUNTY. 5. LICENSES AND STANDARDS 5.1 CONTRACTOR attests that it and its personnel, described in Paragraph 26 of this Agreement, who are subject to individual registration and/or licensing requirements, have all necessary licenses and permits required by the laws of the United States, State of California (hereinafter referred to as "State"), County of Orange, and all other appropriate governmental agencies to perform the services described in this Agreement, and agrees to maintain, and require its personnel to maintain, these licenses and permits in effect for the duration of this Agreement. Further, CONTRACTOR attests that its employees shall conduct themselves in compliance with such laws and licensure requirements, including, without limitation, compliance with laws applicable to sexual harassment and ethical behavior. CONTRACTOR must notify ADMINISTRATOR within seventy-two (72) hours of any change in license or permit status (e.g., becoming expired, inactive, etc.). 5.2 In the performance of this Agreement, CONTRACTOR shall comply with all applicable provisions of the California Welfare and Institutions Code, (WIC); Title CEH0921 Page 5 of 39 April 22, 2021 45 of the Code of Federal Regulations (CFR); implementing regulations under 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; and all applicable laws and regulations of the United States, State of California, County of Orange, and County of Orange Social Services Agency, and all administrative regulations, rules, and policies adopted thereunder, as each and all may now exist or be hereafter amended. 5.2.1 For federally funded Agreements in the amount of $25,000 or more, CONTRACTOR certifies that its officers and/or principals are not debarred or suspended from federal financial assistance programs and/or activities. 6. DELEGATION AND ASSIGNMENT/CHANGE OF OWNERSHIP 6.1 Delegation and Assignment 6.1.1 In the performance of this Agreement, CONTRACTOR may neither delegate its duties or obligations nor assign its rights, either in whole or in part, without the prior written consent of COUNTY. Any attempted delegation or assignment without prior written consent shall be void. The transfer of assets in excess of ten percent (10%) of the total assets of CONTRACTOR, or any change in the corporate structure, the governing body, or the management of CONTRACTOR, which occurs as a result of such transfer, shall be deemed an assignment of benefits under the terms of this Agreement requiring COUNTY approval. 6.1.2 COUNTY reserves the right to immediately terminate the Agreement in the event COUNTY determines that the assignee is not qualified or otherwise acceptable to COUNTY for the provision of services under the Agreement. 6.2 Change of Ownership CONTRACTOR agrees that if there is a change or transfer in ownership of CONTRACTOR's• business prior to completion of this Agreement, and COUNTY agrees to an assignment of the Agreement, the new owners shall be required, under the terms of sale or other instruments of transfer, to assume CONTRACTOR's duties and obligations contained• in this Agreement and complete them to the satisfaction of COUNTY. 7. SUBCONTRACTS CEH0921 Page 6 of 39 April 22, 2021 7.1 CONTRACTOR shall not subcontract for services under this Agreement without the prior written consent of ADMINISTRATOR. If ADMINISTRATOR consents in writing to a subcontract, in no event shall the subcontract alter, in any way, any legal responsibility of CONTRACTOR to COUNTY. All subcontracts must be in writing and copies of same shall be provided to ADMINISTRATOR. CONTRACTOR shall include in each subcontract any provision ADMINISTRATOR may require. 8. FORM OF BUSINESS ORGANIZATION/NAME CHANGE 8.1 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: 8.1.1 The form of CONTRACTOR's business• organization, i.e., proprietorship, partnership, corporation, etc. 8.1.2 A detailed statement indicating the relationship of CONTRACTOR, by way of ownership or otherwise, to any parent organization or individual. 8.1.3 A detailed statement indicating the relationship of CONTRACTOR to any subsidiary business organization or to any individual who may be providing services, supplies, material, or equipment to CONTRACTOR or in any manner does business with CONTRACTOR under this Agreement. 8.2 Change in Form of Business Organization If, during the term of this Agreement, the form of-CONTRACTOR's business organization changes, or the ownership of CONTRACTOR changes, or when changes occur between CONTRACTOR and other businesses CONTRACTOR's relationship to other businesses dealing with CONTRACTOR under this Agreement changes and could impact services provided through this Agreement, CONTRACTOR shall promptly notify ADMINISTRATOR, in writing, detailing such changes. A change in the form of business organization may, at COUNTY's sole discretion, be treated as an attempted assignment of rights or delegation of duties of this Agreement. CEH0921 Page 7 of 39 April 22, 2021 8.3 Name Change CONTRACTOR must notify COUNTY, in writing, of any change in CONTRACTOR's status with respect to name changes that do not require an assignment of the Agreement. While CONTRACTOR is required to provide name change information without prompting from the COUNTY, CONTRACTOR must also provide an update to COUNTY of its status upon request by COUNTY. 9. USE OF COUNTY PROPERTY 9.1 CONTRACTOR shall be co -located with COUNTY staff, at a COUNTY facility, to provide services under this Agreement. CONTRACTOR shall. enter into a rent- free lease agreement with ADMINISTRATOR for the co -location and shall execute all terms and conditions of said agreement upon ADMINISTRATOR'S presentation of said document to CONTRACTOR. Failure to execute the lease agreement will result in a breach of this Agreement. 9.2 CONTRACTOR is responsible for any costs associated with Fair Employment and Housing Act and Americans with Disabilities Act accommodations for its own employees at COUNTY facilities. COUNTY may, at its sole discretion and on a case-by-case basis, provide for such accommodations at no cost to CONTRACTOR. 10. NON-DISCRIMINATION 10.1 In the performance of this Agreement, CONTRACTOR agrees that it shall not engage nor employ any unlawful discriminatory practices in the admission of clients, provision of services or benefits, assignment of accommodations, treatment, evaluation, employment of personnel, or in any other respect, on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military and veteran status, or any other protected group, in accordance with the requirements of all applicable federal or State laws. 10.2 CONTRACTOR shall furnish any and all information requested by ADMINISTRATOR and shall permit ADMINISTRATOR access, during business hours, to books, records, and accounts in order to ascertain CONTRACTOR's CEH0921 Page 8 of 39 April 22, 2021 compliance with Paragraph 10 et seq. 10.3 Non -Discrimination in Employment 10.3.1 CONTRACTOR shall comply with Executive Order 11246, entitled "Equal Employment Opportunity," as amended by Executive Order 11375, and as supplemented in Department of Labor regulations (Title 41 CFR Part 60). 10.3.2 All solicitations or advertisements for employees placed by or on behalf of CONTRACTOR shall state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military and veteran status, or any other protected group, in accordance with the requirements of all applicable federal or State laws. Notices describing the provisions of the equal opportunity clause shall be posted in a conspicuous place for employees and job applicants. 10.3.3 CONTRACTOR shall refer any and all employees desirous of filing a formal discrimination complaint to: California. Department of Fair Employment 2218 Kausen Drive, Suite 100 Elk Grove, CA 95758 Telephone: (800) 884-1684 (800) 700-2320 (TTY) 10.4 Non -Discrimination in Service Delivery 10.4.1 CONTRACTOR shall comply with Titles VI and ViI of the Civil Rights Act of 1964, as amended; section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975, as amended; the Food Stamp Act of 1977, as amended, and in particular 7 CFR section 272.6; Title Il of the Americans with Disabilities Act of 1990, as amended; California Civil Code section 51 et seq., as amended; California Government Code (CGC) sections 11135-11139.5, as amended; CGC section 12940 (c), (h), (i), and 0); CGC section 4450; Title 22, California Code of Regulations (CCR) CEH0921 Page'9 of 39 April 22, 2021 sections 98000-98413; the Dymally-Alatorre Bilingual Services Act (CGC section 7290-7299.8); section 1808 of the Removal of Barriers to Interethnic Adoption Act of 1996; and other applicable federal and State laws, as well as their .implementing regulations (including Title 45 CFR Parts 80, 84, and 91; Title 7 CFR Part 15; and Title 28 CFR Part 42), and any other law pertaining to Equal Employment Opportunity, Affirmative -Action, and Nondiscrimination, as each may now exist or be hereafter amended. CONTRACTOR shall not implement any administrative methods or procedures which would have a discriminatory effect or which would violate the California Department of Social- Services (CDSS) Manual of Policies and Procedures (MPP) Division 21, Chapter 21-100. If there are any violations of this Paragraph, CDSS shall have the right to invoke fiscal sanctions or other legal remedies in accordance with WIC section 10605, or CGC sections 11135-11139.5, or any other laws, or the issue may be referred to the appropriate federal agency for further compliance action and enforcement of Subparagraph 10.4 et seq. 10.4.2 CONTRACTOR shall provide any and all clients desirous of filing a formal complaint any and all information as appropriate: 10.4.2..1 Pamphlet: "Your Rights Under California Welfare Programs" (PUB 13) 10.4.2.2 Discrimination Complaint Form 10.4.2.3 Civil Rights Contacts: County Civil Rights Contact: Orange County Social Services Agency Program Integrity Attn: Civil Rights Coordinator P.O. Box 22001 Santa Ana, CA 92702-2001 Telephone: (714) 438-8877 State Civil Rights Contact: California Department of Social Services CEH0921 Page 10 of 39 April 22, 2021 Civil Rights Bureau P.O. Box 944243, M.S. 8-16-70 Sacramento, CA 94244-2430 Telephone: (916) 654-2107 Toll Free: (866) 741-6241 Federal Civil Rights Contact: Office of Civil Rights U.S. Department of Health and Human Services 907 1h Street, Suite 4-100 San Francisco, CA 94103 Customer Response Center: (800) 368-1019 10.4.3 The following websites provide Civil Rights information, publications and/or forms: 10.4.3.1 httv://www.cdss.ca.aov/cdssweb/entres/forms/Enalish/PUB470 pddf (Pub 470 - Your rights Under Adult Protective Services) 10.4.3.2 http://www.cdss.ca.goy/inforesources/Civil-Rights/Your- Rights-Under-California-Welfare-Program (Pub 13 — Your Rights Under California Welfare Programs) 10.4.3.3 http://ssa.ocgov.com/about/services/contact/complaints/comply (SSA Contractor and Vendor Compliance page) 11. NOTICES 11.1 All notices, requests, claims, correspondence, reports, statements authorized or ! required by this Agreement, and/or other communications shall be addressed as follows: COUNTY: County of Orange Social Services Agency Contracts Services 500 N. State College Blvd, Suite 100 Orange, CA 92868 CONTRACTOR: UC Irvine Health Executive Director CEH0921 Page 11 of 39 April 22, 2021 Health Services Contracting 333 City Blvd. West, Suite 550 Orange, CA 92868 Coritracting@health.hs.uci.edu 1.1.2 All notices shall be deemed effective when in writing and when: 11.2.1 Deposited in the United States mail, first class postage prepaid and addressed as shown in the Subparagraph 11.1; 11.2.2 Sent by Email; 11.2.3 Faxed and transmission confirmed; or 11.2.4 Accepted by U.S. Postal Services Express Mail, Federal Express, United Parcel Service, or any other expedited delivery service. 11.3 The parties each may designate by written notice from time to time, in the manner aforesaid, any change in the address to which notices must be sent. 12. NOTICE OF DELAYS Except as otherwise provided under this Agreement, when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Agreement, that party shall, within one (1) business day, give notice thereof, including all relevant information with respect thereto, to the, other party. 13. INDEMNIFICATION 13.1 CONTRACTOR agrees to indemnify, defend with counsel approved in writing by COUNTY, and hold U.S. Department of Health and Human Services, the State, COUNTY, and their elected and appointed officials, officers, employees, agents, and those special districts and agencies which COUNTY's Board of Supervisors acts as the governing Board ("COUNTY INDEMNITEES") harmless from any claims, demands, or liability of any kind or nature, including, but not limited to, personal injury or property damage arising from or related to the services, products, or other performance provided by CONTRACTOR pursuant to this Agreement. If judgment is entered against CONTRACTOR and COUNTY by a court of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that liability CEH0921 Page 12 of 39 April 22, 2021 will be apportioned as determined by the court. Neither party shall request a jury apportionment. 13.2 COUNTY agrees to indemnify, defend hold CONTRACTOR, its officers, employees, and agents ("CONTRACTOR INDEMNITEES") harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by COUNTY pursuant to this Agreement, but only in proportion to and to the extent that any such claims, demands, or liabilities are result from the negligent acts or omissions of COUNTY, its officers, employees, or agents. If judgment is entered against COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active negligence of CONTRACTOR INDEMNITEES or COUNTY, COUNTY and CONTRACTOR agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. 13.3 Neither termination of this Agreement, nor completion of the acts to be performed under this Agreement, shall release any party from its obligation to indemnify as to claims or cause of action asserted that arise from this agreement. 14. INSURANCE 14.1 Prior to the provision of services under this Agreement, CONTRACTOR agrees to purchase all required insurance or maintain a program of self-insurance at CONTRACTOR's expense, including all endorsements required herein, necessary to satisfy COUNTY that the insurance provisions of this Agreement have been complied with. CONTRACTOR agrees to keep such insurance coverage and Certificate of Insurance and endorsements on deposit with ADMINISTRATOR during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and conditions as set forth herein for CONTRACTOR. 14.2 CONTRACTOR shall not allow subcontractors to work if subcontractors have less than the level of coverage required by COUNTY from CONTRACTOR under this Agreement. It is the obligation of CONTRACTOR to provide notice of the CEH0921 Page 13 of 39 April 22, 2021 insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by CONTRACTOR through the entirety of this Agreement for inspection by COUNTY representative(s) at any reasonable time. 14.3 All self-insured retentions (SIRs) shall be clearly stated on the Certificate of Self - Insurance. 14.4 If CONTRACTOR fails to maintain insurance acceptable to COUNTY for the full term of this Agreement, COUNTY may terminate this Agreement. 14.5 The policy or policies of insurance or program of self-insurance maintained by CONTRACTOR shall provide the minimum limits and coverage as set forth below: Coveraize Commercial General Liability Automobile Liability including coverage for owned, non -owned and hired vehicles Workers' Compensation Employer's Liability Insurance Network Security & Privacy Liability Professional Liability Insurance Sexual Misconduct Liability Minimum Limits $1,000,000 per occurrence $2,000,000 aggregate $1,000,000 per occurrence Statutory $1,000,000 per occurrence $1,000,000 per claims made $1,000,000 per claims made $1,000,000 aggregate $1,000,000 per occurrence 14.6 Required Statement, on the Certificate of Self -Insurance for Commercial General Liability 14.6.1 Naming the County of Orange, its elected and appointed officials, officers, agents, and employees as an Indemnified Party. 14.6.2 CONTRACTOR's insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing. 14.6.3 The Network Security and Privacy Liability policy of self-insurance shall 10EH0921 Page 14 of 39 April 22, 2021 contain the following, statements on'the Certificate of Self -Insurance: 14.6.4 The Network Security and Privacy Liability policy shall contain the following endorsements which shall accompany the Certificate of Insurance. 14.6.4.1. Naming the County of Orange, its elected and appointed officials, officers, agents, and employees as an Indemnified Party for vicarious liability. 14.6.4.2 The CONTRACTOR's program of self-insurance is primary and i any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing. 14.6.5 The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents, and employees or, provide blanket coverage, which will state AS REQUIRED BY WRITTEN CONTRACT. 14.7 All insurance policies required by this Agreement shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. 14.8 CONTRACTOR shall notify COUNTY in writing within thirty (30) days of any policy cancellation and ,ten {10) days for non-payment of premium and provide a copy of the cancellation notice to COUNTY. Failure to provide written notice of cancellation may constitute a material breach of the contract, upon which the COUNTY may suspend or terminate this Agreement. 14.9 If CONTRACTOR's Professional Liability and/or Network Security & Privacy Liability policies are "claims made" policies, CONTRACTOR shall agree to maintain Professional Liability and/or Network Security & Privacy Liability coverage for two (2) years following completion of this Agreement. 14.10. The Commercial General Liability policy shall contain a severability of interests clause also known as a "separation of insureds" clause (standard in the ISO CG 0001 policy). CEH0921 Page 15 of 39 April 22, 2021 14.11 Insurance certificates should be mailed to COUNTY at the address indicated in Paragraph 1 I of this Agreement. 14.12 If CONTRACTOR fails to provide the insurance certificates and endorsements within seven (7) days of notification by CEO/County Procurement Office or ADMINISTRATOR, award may be made to the next qualified proponent. 14.13 COUNTY expressly retains the right to require CONTRACTOR to increase or decrease insurance of any of the above insurance types throughout the term of this Agreement, provided that any such increase or decrease shall be mutually agreed upon by COUNTY .AND CONTRACTOR. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect COUNTY. 14.14 COUNTY shall notify CONTRACTOR in writing of changes in the insurance requirements. If CONTRACTOR does not deposit copies of acceptable certificates of insurance and endorsements with COUNTY incorporating such changes within thirty (30) days of receipt of such notice, this Agreement may be in breach without further notice to CONTRACTOR, and COUNTY shall be entitled to all legal remedies. 14.15 The procuring of such required policy or policies of insurance shall not be construed to limit CONTRACTOR's liability hereunder nor to fdlfill the indemnification provisions and requirements of this Agreement, nor act in any way to reduce the policy coverage and limits available from the insurer. 15. NOTIFICATION OF LITIGATION, INCIDENTS, CLAIMS, OR SUITS CONTRACTOR shall report to COUNTY, in writing within twenty-four (24) hours of occurrence, the following: 15.1 Any instance in which CONTRACTOR becomes a party to any litigation against COUNTY, or a party to litigation that may reasonably affect CONTRACTOR's performance under this Agreement. While CONTRACTOR is required to provide this information without prompting from COUNTY, any time there is a change to CONTRACTOR's litigation status, CONTRACTOR must also provide an update to COUNTY whenever requested by COUNTY. 15.2 Any accident or incident relating to services performed under this Agreement that CEH0921 Page 16 of 39 April 22, 2021 involves injury or property damage which may result in the filing of a claim or lawsuit against CONTRACTOR and/or COUNTY. 15.3 Any third party claim or lawsuit filed against CONTRACTOR arising from or relating to services performed by CONTRACTOR under this Agreement. 15.4 Any injury to an employee of CONTRACTOR that occurs on COUNTY property. 15.5 Any loss, disappearance, destruction, misuse or theft of any kind whatsoever of COUNTY property, monies or securities entrusted to CONTRACTOR under the term of this Agreement. 15.6 Any Notice of Contract Breach, or equivalent, received from any entity for whom CONTRACTOR is providing the same or similar services, under a written agreement, regardless of service location or jurisdiction. 16. CONFLICT OF INTEREST 16.1 CONTRACTOR shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with COUNTY interests. In addition to the CONTRACTOR, this obligation shall apply to, CONTRACTOR's employees, agents, and subcontractors associated with. the provision of goods and services provided under this Agreement. The CONTRACTOR's efforts shall include, but not be limited to, establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans, or other considerations which could be deemed to influence or appear to influence COUNTY staff or elected officers in the performance of their duties. 16.2 CONTRACTOR shall notify COUNTY, in writing, of any potential conflicts of interest between CONTRACTOR and COUNTY that may arise prior to, or during the period of, Agreement performance. While CONTRACTOR will be required to provide this information without prompting from COUNTY any time there is a change regarding conflict�of interest, CONTRACTOR must also provide an update to COUNTY whenever requested by COUNTY. 17. ANTI -PROSELYTISM PROVISION No funds provided directly to institutions or organizations, to provide services and administer programs under Title 42 United States Code (USC) section 604a(a)(1)(A) shall CEH0921 Page 17 of 39 April 22, 2021 be expended for sectarian, worship, instruction, or proselytization, except as otherwise permitted by law. 18. SUPPLANTING GOVERNMENT FUNDS CONTRACTOR shall not supplant any federal, State, or COUNTY funds intended for the purposes of this Agreement with any funds made available under this Agreement. CONTRACTOR shall not claim reimbursement from COUNTY for, or apply sums received from COUNTY with respect to, that portion of its obligations which have been paid by another source of revenue. CONTRACTOR agrees that it shall not use funds received pursuant to this Agreement, either directly or indirectly, as a contribution or compensation for purposes of obtaining federal, State, or COUNTY funds under any federal, State, or COUNTY program without prior written approval of ADMINISTRATOR. 19. EQUIPMENT 19.1 All items purchased with funds provided under this Agreement, or which are furnished to CONTRACTOR by COUNTY, which have a single unit cost of at least five thousand dollars ($5,000), including sales tax, shall be considered Capital Equipment. Title to all Capital Equipment shall, upon purchase, vest and remain in COUNTY. The use of such items of Capital Equipment is limited to the performance of this Agreement. Upon the termination of this Agreement, CONTRACTOR shall immediately return any items of Capital Equipment to COUNTY or its representatives, or dispose of them in accordance with the directions of ADMINISTRATOR. CONTRACTOR further agrees to the following: 19.1.1 To maintain all items of Capital Equipment in good working order and condition, normal wear and tear excepted. 19.1.2 To label all items of Capital Equipment, do periodic inventories as required by ADMINISTRATOR, and to maintain an inventory list showing where and how the Capital Equipment is being used, in accordance with procedures developed by ADMINISTRATOR. All such lists shall be submitted to ADMINISTRATOR within ten (10) days of any request therefore. CEH0921 Page 18 of 39 April 22, 2021 19.1.3 To report in writing to ADMINISTRATOR immediately after discovery, the loss or theft of any items of Capital Equipment. For stolen items, the local law enforcement agency must be contacted and a copy of the police report submitted to ADMINISTRATOR. 19.1.4 To purchase a policy or policies of insurance covering loss or damage to any and all Capital Equipment purchased under this Agreement, in the amount of the full replacement value thereof, providing protection against the classification of fire, extended coverage, vandalism, malicious mischief, and special extended perils (all risks) covering the parties' interests as they appear. 19.2 The purchase of any Capital Equipment by CONTRACTOR shall be requested in writing, shall require the prior written approval of ADMINISTRATOR, and shall fulfill the provisions of this Agreement which are appropriate and directly related to CONTRACTOR's service or activity under the terms of this Agreement. COUNTY may refuse reimbursement for any costs resulting from Capital Equipment purchased which are incurred by CONTRACTOR, if prior written approval has not been obtained from ADMINISTRATOR. 19.3 Computer Equipment No computers and/or personal electronic devices, such as tablets and laptop computers, or any component thereof, may be purchased with funds provided under this Agreement, regardless of purchase price, without prior written approval of ADMINISTRATOR. Any such purchase shall be -in accordance with specifications provided by ADMINISTRATOR, be subject to the same inventory control conditions specified in Subparagraphs 19.1.1 to 19.1.4, and, at the sole discretion of ADMINISTRATOR, become the property of COUNTY upon termination of this Agreement. 20. BREACH SANCTIONS 20.1 Failure by CONTRACTOR to comply with any of the provisions, covenants, or conditions of this Agreement shall be a material breach of this Agreement. In such event, ADMINISTRATOR may, and in addition to immediate termination and any other remedies available at law, in equity, or otherwise specified in this Agreement: CEH0921 Page 19 of 39 April 22, 2021 20.1.1 Afford CONTRACTOR a time period within which to cure the breach, which period shall be established by ADMINISTRATOR; and/or 20.1.2 Discontinue reimbursement to CONTRACTOR for and during the period in which CONTRACTOR is in breach, which reimbursement shall not be entitled to later recovery; and/or 20.1.3 Offset against any monies billed by CONTRACTOR but yet unpaid by COUNTY those monies disallowed pursuant to Subparagraph 20.1.2 above. 20.2 ADMINISTRATOR will give CONTRACTOR written notice of any action pursuant to this Paragraph, which notice shall be deemed served on the date of mailing. 21. PAYMENTS 21.1 Maximum Contractual Funding Obligation The maximum funding obligation of COUNTY under this Agreement shall not exceed the amount of $2,726,408, or actual allowable costs, whichever is less. The estimated annual amount for each twelve (12) month period is as follows: 21.1.1 $882,455 for July 1, 2021 through June 30, 2022; 21.1.2 $908,665 for'July 1, 2022 through June 30, 2023; and 21.1.3 $935,288 for July 1, 2023 through June 30,, 2024. 21.2 Allowable Costs During the term of this Agreement, COUNTY shall pay CONTRACTOR monthly in arrears, for actual allowable costs incurred and paid by CONTRACTOR pursuant to this Agreement, as defined in Title 2 CFR Part 200, or as approved by ADMINISTRATOR. However, COUNTY, at its sole discretion, may pay CONTRACTOR for anticipated allowable costs that will be incurred by CONTRACTOR for June 2022, June 2023, and June 2024, during the month of such anticipated expenditure. 21.3 Claims 21.3.1 CONTRACTOR shall submit monthly claims to be received by ADMINISTRATOR no later than the twentieth (20th) calendar day of the month for expenses incurred in the preceding month, except as detailed below in Subparagraph 21.3.4. In the event the twentieth (20th) calendar CEH0921 Page 20 of 39 April 22, 2021 day falls on a weekend or COUNTY holiday, CONTRACTOR shall submit the claim the next business day. COUNTY holidays include New Year's Day, Martin Luther King Jr. Day, President Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Friday after Thanksgiving Day, and Christmas Day. 21.3.2 All claims must be submitted on a form approved by ADMINISTRATOR. ADMINISTRATOR may require CONTRACTOR to submit supporting source documents with the monthly claim, including, .inter alia, a monthly statement of services, general ledgers, supporting journals, time sheets, invoices, canceled checks, receipts, and receiving records, some of which may be required to be copied. Source documents that CONTRACTOR must submit shall be determined by ADMINISTRATOR and/or COUNTY's Auditor -Controller. CONTRACTOR shall retain all financial records in accordance with Paragraph 25 ofthis Agreement. 21.3.3 Payments should be released by COUNTY within a reasonable time period of approximately thirty (30), days after receipt of a correctly completed claim form and required supporting -documentation. 21.3.4 Year -End and Final Claims 21.3.4.1 CONTRACTOR shall submit a final claim for each COUNTY fiscal year, July 1 through June 30, covered under the term of this Agreement, as stated in Paragraph 1,, by no later than August 30th of each corresponding COUNTY fiscal year. Claims received after August 30th of each corresponding COUNTY fiscal year may, at ADMINISTRATOR's sole discretion, not be reimbursed. ADMINISTRATOR may modify the date upon which the final claim per -each COUNTY fiscal year must be received, upon written notice to CONTRACTOR. 21.3.4.2 The basis for final settlement shall be the actual allowable costs as defined in Title 45 CFR and 2 CFR, Part 200, incurred and paid by CONTRACTOR pursuant to this Agreement; limited, CEH0921 Page 21 of 39 April 22, 2021 however, to the maximum funding obligation of COUNTY. In the event that any overpayment has been made, COUNTY may offset the amount of the overpayment against the final payment. In the event overpayment exceeds the final payment, CONTRACTOR shall,pay COUNTY all such sums within five (5). business days of notice 'from COUNTY. Nothing herein shall be construed as limiting the remedies of COUNTY in the event an overpayment has been made. 22. OVERPAYMENTS Any payment(s) made by COUNTY to CONTRACTOR in excess of that to which CONTRACTOR is entitled under this Agreement shall be repaid to COUNTY, in accordance with any applicable regulations and/or policies in effect during the term of this Agreement, or as established by COUNTY procedure. Any overpayments made by COUNTY which result from a payment by any other funding source shall be repaid, at the discretion of ADMINISTRATOR, to COUNTY or the funding source. Unless earlier repaid, CONTRACTOR shall make repayment within thirty (30) days after the date of the final audit findings report and prior to any administrative appeal process. In the event an overpayment owing by CONTRACTOR is collected from COUNTY by the funding source, then CONTRACTOR shall reimburse COUNTY within thirty (30) days thereafter and prior to any administrative appeal process. CONTRACTOR agrees to pay all costs incurred by COUNTY necessary to enforce the provisions set forth in this Paragraph. 23. OUTSTANDING DEBT CONTRACTOR shall have no outstanding debt with COUNTY, or shall be in the process of resolving outstanding debt to ADMINISTRATOR'S satisfaction, prior to entering into and during the term of this Agreement. 24. FINAL REPORT CONTRACTOR shall complete and submit to ADMINISTRATOR a final report within sixty (60) days after the termination of this Agreement, which shall summarize the activities and services provided by CONTRACTOR during the term of this Agreement. CONTRACTOR and ADMINISTRATOR may mutually agree to modify the date upon which the final report must be submitted. Any agreement must be in writing. CEH0921 Page 22 of 39 April 22, 2021 25. RECORDS, INSPECTIONS, AND AUDITS 25.1 Financial Records 25.1.1 CONTRACTOR shall prepare and maintain accurate and complete financial records. Financial records shall be retained by CONTRACTOR for a minimum of five (5) years from the date of final payment under this Agreement, or until all pending COUNTY, State, and federal audits are completed, whichever is. later. 25.1.2 CONTRACTOR shall establish and maintain reasonable accounting, internal control, and financial reporting standards in conformity with generally accepted accounting principles established by the American Institute of Certified Public Accountants and to the satisfaction of ADMINISTRATOR. 25.2 Client Records 25.2.1 CONTRACTOR shall prepare and maintain accurate and complete records of clients served and dates and type of services provided under the terms of this. Agreement in a form acceptable to ADMINISTRATOR. 25.2.2 CONTRACTOR shall keep all COUNTY data provided to CONTRACTOR during the term(s) of this Agreement for a minimum of five (5) years from the date of final payment under this Agreement, or until all pending COUNTY, State, and federal audits are completed, whichever is later. These records shall be stored in Orange County, unless CONTRACTOR requests and COUNTY provides written approval for the right to store the records in another county. Notwithstanding anything to the contrary, upon termination of this Agreement, CONTRACTOR shall relinquish control with respect to COUNTY data to COUNTY in accordance with Subparagraph 41.2. 25.2.3 COUNTY may refuse payment for a claim if client records are determined by COUNTY to be incomplete or inaccurate. In the event client records are determined to be incomplete or inaccurate after payment has been made, COUNTY shall give written notice to CONTRACTOR specifying the deficiencies, and CONTRACTOR shall have a period of thirty (30) days CEH0921 Page 23 of 39 April 22, 2021 thereafter to cure such deficiencies. If CONTRACTOR fails to cure such deficiencies within the foregoing thirty (30) -day period, COUNTY may treat such payment as an overpayment within the provisions of this Agreement. 25.3' Public Records To the extent permissible under the law, all records, including, but not limited to, reports, audits, notices, claims, statements, and correspondence, required by this Agreement, may be subject to public disclosure. COUNTY will not be liable for any such disclosure. 25.4 Inspections and Audits 25.4.1 The U.S. Department of Health and Human Services, Comptroller General of the United States, Director of CDSS, State Auditor -General, ADMINISTRATOR, COUNTY's Auditor -Controller and Internal Audit Department, or any of their authorized representatives, shall have access to any books, documents, papers, and records, including medical records, of CONTRACTOR which' any of them may determine to be pertinent to this Agreement. Further, allthe above mentioned 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. 25.4.2 CONTRACTOR shall make its books and records available within the borders of Orange County within ten (10) days of receipt of written demand by ADMINISTRATOR. 25.4.3 In the event CONTRACTOR does not make available its books and financial records within the borders of Orange County, CONTRACTOR agrees to pay all necessary and reasonable expenses incurred by COUNTY, or COUNTY's designee, necessary to obtain CONTRACTOR's books and records. 25.4.4 CONTRACTOR shall pay to COUNTY the full amount of COUNTY's liability to the State or Federal Government or any agency thereof resulting from any disallowances or other audit exceptions to the extent that such CEH0921 Page 24 of 39 April 22, 2021 liability is attributable to CONTRACTOR's failure to perform under this Agreement. 26. PERSONNEL DISCLOSURE 26.1 This Paragraph 26 applies to all of CONTRACTOR's personnel providing services through this Agreement, paid and unpaid, including those identified in Paragraph 12 of Exhibit A (hereinafter referred to as "Personnel"). 26.2 CONTRACTOR shall make available to ADMINISTRATOR a current list of all Personnel providing services hereunder, including rdsumds and job applications. Changes to the list will be immediately provided to ADMINISTRATOR, in writing, along with a copy of a rdsum6 and/or job application. The list shall include: 26.2.1 Names of all Personnel by title, whose direct services are required to provide the programs described herein; 26.2.2 A brief description of the functions of each position and the hours each person works each week, or for part-time Personnel, each day or month, as appropriate; 26.2.3 The professional degree; if applicable, and experience required for each position; and 26.2.4 The.language skill, if applicable, for:all Personnel. 26.3 Where authorized by law, and in a manner consistent with CGC section 12952, CONTRACTOR shall require prospective Personnel to provide detailed information regarding the conviction of a crime, by any court, for offenses other than minor traffic offenses. Information discovered subsequent to the hiring or promotion of any prospective Personnel shall be cause for termination from the performance of services under this Agreement. 26.4 Where authorized by law, CONTRACTOR shall conduct, at no cost to COUNTY, a clearance on the following public websites of the names and dates of birth for all Personnel who will have direct, interactive contact with clients served through this Agreement: U.S. Department of Justice National Sex Offender Website (www.nsopw.gov) and Megan's Law Sex Offender Registry (www.meganslaw.ca.gov). 26.5 Where authorized by law, CONTRACTOR shall conduct, at no cost to COUNTY, CEH0921 Page 25 of 39 April 22, 2021 a criminal record background check on all Personnel who will have direct, interactive contact with clients served through this Agreement. Background checks conducted through the California Department of Justice shall include a check of the California Central Child Abuse Index, when applicable. Candidates will satisfy background checks consistent with this Paragraph and their performance of services under this Agreement. 26.6 CONTRACTOR shall ensurethat clearances and background checks described in Subparagraphs 26.4 and 26.5 are completed prior to CONTRACTOR's Personnel providing services under this Agreement. 26.7 In the event a record is revealed through the processes described in Subparagraphs 26.4 and 26.5, COUNTY will be available to consult with CONTRACTOR on appropriateness of Personnel providing services through this Agreement. 26.8 CONTRACTOR attests that all Personnel assigned by CONTRACTOR to provide services under this Agreement have satisfactory past work records and/or reference checks indicating their ability to perform the required duties and accept the kind of responsibility anticipated under this Agreement. CONTRACTOR shall maintain records of background investigations and reference checks undertaken and coordinated by CONTRACTOR for Personnel assigned, to provide services under this Agreement, for a minimum of five (5) years from the date of final payment under this Agreement, or until all pending COUNTY, State, and federal audits are completed, whichever is later, in compliance with all applicable laws. 26.9 CONTRACTOR shall immediately notify ADMINISTRATOR concerning the arrest and/or subsequent conviction, for offenses, other than minor traffic offenses, of any Personnel performing services under this Agreement, when such information becomes known to CONTRACTOR. ADMINISTRATOR may determine whether such Personnel may continue to provide services under this Agreement and shall provide notice of such determination to CONTRACTOR in writing. CONTRACTOR's failure to comply with ADMINISTRATOR's decision shall be deemed a material breach of this Agreement, pursuant to Paragraph 20 above. 26.10 COUNTY has the right to approve or disapprove all of CONTRACTOR's Personnel performing work hereunder, and any proposed changes in CEH0921 Page 26 of 39 April 22, 2021 CONTRACTOR's Personnel. 26.11 COUNTY shall have the right to require CONTRACTOR to remove any Personnel from the performance of services under this Agreement. At the request of COUNTY, CONTRACTOR shall immediately replace said Personnel. 26.12 CONTRACTOR shall notify COUNTY immediately when Personnel is terminated for cause .from working on this Agreement. 26.13 Disqualification, if any,. of CONTRACTOR Personnel, pursuant to this Paragraph 26 shall not relieve CONTRACTOR of its obligation to complete all work in accordance with the terms and conditions of this Agreement. 27. EMPLOYMENT ELIGIBILITY VERIFICATION As applicable, CONTRACTOR attests that it fully complies with all federal and State statutes and regulations regarding the employment of aliens and others, and that all its employees performing work under this Agreement meet the citizenship or alien status requirement set forth in federal statutes and regulations. CONTRACTOR shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1980, Title 8 USC section 1324 et seq., as they currently exist and as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all covered employees for the period prescribed by the law. CONTRACTOR shall indemnify, defend with counsel approved in writing by COUNTY, and hold harmless, COUNTY, and its agents, officers and employees from employer sanctions and any other liability' which may be assessed against CONTRACTOR or COUNTY or both in connection with any alleged violation of any federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Agreement but only in proportion to, and to the extent that, such claim, demand, or liability was caused by the acts or omissions of CONTRACTOR, its officers, agents, or employees. 28. CHILD AND DEPENDENT ADULTBLDER ABUSE REPORTING. CONTRACTOR shall establish a procedure acceptable to ADMINISTRATOR to ensure that all employees, agents, subcontractors, and all other individuals performing services under this Agreement report child abuse or neglect to one of the agencies specified in Penal CEH0921 Page 27 of 39 April 22, 2021 Code section 11165.9 and dependent adult or elder abuse as defined in section 15610.07 of the WIC to one of the agencies specified in WIC section 15630. CONTRACTOR shall require such employees, agents, subcontractors, and all other individuals performing services under this Agreement to sign a statement acknowledging the child abuse reporting requirements set forth in sections 11166 and 11166.05 of the Penal Code and the dependent adult and elder abuse reporting requirements, as set forth in section 15630 of the WIC, and shall comply with the provisions of these code sections, as they now exist or as they may hereafter be amended. 29. NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED BABY LAW CONTRACTOR shall notify and provide to its employees, a fact sheet regarding the Safely Surrendered Baby Law, its implementation in Orange County, and where and how to safely surrender a baby. The fact sheet is available on the Internet at www.babysafe.ca.gov for printing purposes. The information shall be posted in all reception areas where clients are served. 30. CONFIDENTIALITY 30.1 CONTRACTOR agrees to maintain the confidentiality of 'its records pursuant to WIC sections 362.5, 827, and 10850-10853, the CDSS MPP, Division 19-000, and all other provisions of law, and regulations promulgated 'thereunder relating to privacy and confidentiality, as each may now exist or be hereafter amended. 30.2 All records and information concerning any and all persons referred to CONTRACTOR by COUNTY or CO.UNTY's designee shall be considered and kept confidential by CONTRACTOR and CONTRACTOR's employees, agents, subcontractors, and all other individuals performing services under this Agreement. CONTRACTOR shall require all of its employees, agents, subcontractors, and all other individuals performing services under this Agreement to sign an agreement with CONTRACTOR before commencing the provision of any such, services, agreeing to maintain confidentiality pursuant to State and federal law and the terms of this Agreement. 30.3 CONTRACTOR shall inform all of its employees, agents, subcontractors, and all other, individuals performing services under this Agreement of this provision and CEH0921 Page 28 of 39 April 22, 2021 that any person violating the provisions of said California state law may be guilty of a crime. 30.4 CONTRACTOR agrees that any and all subcontracts entered into shall be subject to the confidentiality requirements of this Agreement. 30.5 CONTRACTOR agrees to maintain the confidentiality of its records with respect to Juvenile Court matters, in accordance with WIC section 827, all applicable statutes, caselaw, and Orange County Juvenile Court Policy regarding Confidentiality, as it now exists or may hereafter be amended. 30.5.1 No access, disclosure, or release of information regarding a child who is the subject of Juvenile Court proceedings shall be permitted except as authorized. If authorization. is in doubt, no such information shall be released without the written approval of a Judge of the Juvenile Court. 30.5.2 CONTRACTOR must receive prior written approval of the Juvenile Court before allowing any child to be interviewed, photographed, or recorded by any publication or organization, or to appear on any radio, television, or internet broadcast or make any other public appearance. Such approval shall be requested through child's social worker. 31. SECURITY 31.1 Security Requirements 31.1.1 CONTRACTOR agrees to maintain the confidentiality of all COUNTY and COUNTY -related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exists or exists at any time during the term of this Agreement. CONTRACTOR represents and attests that it has implemented and will maintain during the term of this Agreement administrative, physical, and technical safeguards to reasonably protect private and confidential client information, to protect against anticipated threats to the security or integrity of COUNTY data, and to protect against unauthorized physical or electronic access to or use of COUNTY data. Such safeguards and controls shall include at a minimum: 31.1.1.1 Storage of confidential paper files- that ensures records are secured, handled, transported, and destroyed in a manner that CEH0921 Page 29 of 39 April 22, 2021 prevents unauthorized access. 31.1.1.2 Control of access to physical and electronic records to ensure COUNTY data is accessed only by individuals with a need to know for the delivery of contract services. 31.1.1.3 Control to prevent unauthorized access and to prevent CONTRACTOR employees from providing, COUNTY data to unauthorized individuals. 3.1.1.1.4 Firewall protection. 31.1.1.5 Use of encryption methods of electronic COUNTY data while in transit from CONTRACTOR networks to external networks, when applicable. 31.1.1.6 Measures to securely store all COUNTY data, including, but not be limited to, encryption at rest and multiple levels of authentication and measures to ensure COUNTY data shall not be altered or corrupted without COUNTY's prior written consent. CONTRACTOR further represents and attests that it has implemented and will maintain during the term of this Agreement administrative, technical, and physical safeguards and controls consistent with State and federal security requirements. 31.2 Security Breach Notification 31.2.1 CONTRACTOR shall have policies and procedures in place for the effective management of Security Breaches, as defined below. In the event of any actual, attempted, suspected, threatened, or reasonably foreseeable circumstance CONTRACTOR experiences or learns of that either compromises or could reasonably be expected to comprise COUNTY data through unauthorized use, disclosure, or acquisition of COUNTY data ("Security Breach"), CONTRACTOR shall immediately notify COUNTY of its discovery. After such notification, CONTRACTOR shall, at its own expense, immediately: 31.2.1.1 Investigate to determine the nature and extent of the Security CEH0921 Page 30 of 39 April 22, 2021 Breach. 31.2.1.2 Contain the incident by taking necessary action, including, but not limited to, attempting to recover records, revoking, access, and/or correcting weaknesses in security. 31.2.1.3 Report to COUNTY the nature of the Security Breach, the COUNTY data used or disclosed, the person who made the unauthorized use or received the unauthorized disclosure, what CONTRACTOR has done or will do to mitigate any harmful effect of the unauthorized use or disclosure, and the corrective action CONTRACTOR has taken or will take to prevent future similar unauthorized use or disclosure. 31.2.2 The COUNTY, at its sole discretion and on a case-by-case basis, will determine what actions are necessary in response to the Security Breach and who will perform these actions. Actions may include, but are not limited to: notifications; investigation and remediation costs, including notification of all whose personal information was disclosed; outside investigation; forensics; counsel; crisis management; and credit monitoring. In the event COUNTY determines CONTRACTOR will conduct additional action(s), CONTRACTOR shall bear the costs. In the event COUNTY conducts additional actions(s) arising out of or in connection with a Security Breach, CONTRACTOR shall reimburse COUNTY for costs associated to legally required actions. 32. COPYRIGHT ACCESS The U.S. Department of Health and Human Services, the CDSS, and COUNTY will have a royalty -free, nonexclusive, and irrevocable license to publish, translate, or use, now and hereafter, all material developed under this Agreement, including those covered by copyright. 33. WAIVER No delay or omission by either party hereto to exercise any right or power accruing upon any ,noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A CEH0921 Page 31 of 39 April 22, 2021 waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof, or of any other covenant, condition, or agreement herein contained. 34. SERVICES DURING EMERGENCY AND/OR DISASTER 34.1 CONTRACTOR acknowledges that service usage may surge during or after an emergency or disaster. For purposes of this Agreement, an emergency is defined as a sudden, urgent, usually unexpected occurrence or event requiring immediate action to protect the health and well-being of COUNTY residents. A disaster is defined as an occurrence that has resulted in property damage, deaths, and/or injuries to a community. Emergencies and/or disasters as described above may require resources or support beyond the local government's capability and will typically involve a proclamation of a local emergency by the local governing body (e.g., city council, county board of supervisors, or state) and may be declared at the federal level by the President of the United States. 34.2 CONTRACTOR.agrees to collaborate with COUNTY, on an urgent basis, to adjust service delivery in a manner that assists COUNTY in meeting the needs of clients COUNTY identifies as being impacted by emergencies and/or disasters. Time limited adjustments may include, but are not limited to: providing services at different location(s), assigning staff to work days or hours beyond typical work schedules or'that may exceed contracted Full Time Equivalents (FTEs), reassigning staff to an assignment in which their experience or skill is needed, and prioritizing services for staff as requested by COUNTY. 34.3 CONTRACTOR shall service COUNTY during emergencies and/or declared disaster under the same terms and conditions that apply during non- emergency/disaster conditions. With the exception of overtime hours which require pre -authorization, reimbursement of ordinary expenditures provided during or after an emergency/disaster shall be calculated by the same rates that apply during non-emergency/disaster conditions. 35. PUBLICITY, LITERATURE, ADVERTISEMENTS AND SOCIAL MEDIA 35.1 COUNTY owns all rights to the name, logos, and symbols. of COUNTY. The use and/or reproduction of COUNTY's name, logos, or symbols for any purpose, CEH0921 Page 32 of 39 April 22, 2021 including commercial advertisement, promotional purposes, announcements, displays, or press releases, without COUNTY's prior written consent is expressly prohibited. 35.2 CONTRACTOR may develop and publish information related to this Agreement where all of the following conditions are satisfied: 35.2.1 ADMINISTRATOR ,provides its written approval of the content and publication of the information at least thirty (30) days prior to CONTRACTOR publishing the information, unless a different timeframe for approval is agreed upon by the ADMINISTRATOR; 35.2.2 Unless directed otherwise by ADMINISTRATOR, the information includes a statement that the program, wholly or in part, is funded through County, State, and Federal Government funds; 35.2.3 The information does not give the appearance that the COUNTY, its officers, employees, or agencies endorse: 35.2.3.1 Any commercial product or service; and 35.2.3.2 Any product or service provided by CONTRACTOR, unless approved in writing by ADMINISTRATOR; and 35.2.4 If CONTRACTOR uses social media (such as Facebook, Twitter, YouTube, or other publicly available social media sites) to publish information related to .this Agreement, CONTRACTOR shall develop social media policies and procedures and have them available to the ADMINISTRATOR. CONTRACTOR shall comply with COUNTY Social Media Use -Policy and Procedures as they pertain to any social media developed in support of the services described within this Agreement. The policy is available on the Internet at http://www.ocgov.com/g_ov/ceo/cio/govpolicies. 36. REPORTS 36.1 CONTRACTOR shall provide information deemed necessary by ADMINISTRATOR to complete any State -required reports related to the services provided under this Agreement. 36.2 CONTRACTOR shall maintain records and submit reports containing such data and information regarding the performance of CONTRACTOR'S services, costs, CEH0921 Page 33 of 39 April 22, 2021 or other data relating to this Agreement, as may be requested by ADMINISTRATOR, upon a form approved by ADMINISTRATOR. ADMINISTRATOR may modify the provisions of this Paragraph upon written notice to CONTRACTOR. " 37. ENERGY EFFICIENCY STANDARDS As applicable, CONTRACTOR shall comply with the mandatory standards and policies relating to energy efficiency in the State Energy Conservation Plan (Title 24, CCR). 38. ENVIRONMENTAL PROTECTION STANDARDS CONTRACTOR shall be in compliance with the Clean Air Act [Title 42 USC section 7401 et seq.], the Clean Water Act (Title 33 USC section 1251• et seq.), Executive Order 11738 and Environmental Protection Agency, hereinafter referred to as "EPA," regulations (Title 40 CFR), as any may now exist or be hereafter amended. Under these laws and regulations, CONTRACTOR assures that: 38.1 No facility to be utilized in the performance of the proposed grant has been listed on the EPA List of Violating Facilities; 38.2 It will notify COUNTY prior to award of the receipt of any communication from the Director, Office of Federal Activities, U.S. EPA, indicating that a facility to be utilized for the grant is under consideration to be listed on the EPA List of Violating Facilities; and 38.3 It will notify COUNTY and EPA about any known violation of the above laws and regulations. 39. CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS 39.1 CONTRACTOR shall be in compliance with section 319 of Public Law 101-121 pursuant to°section 1352, Title 3.1, U.S. Code. Under these laws and regulations, it is mutually understood that any contract which utilizes federal monies in excess of " $100,000 must contain and CONTRACTOR must certify compliance utilizing a form provided by ADMINISTRATOR that includes the text below in Subparagraphs 39.1.1 - 39.1.1.4 39.1.1 The undersigned certifies to the best of his or her knowledge and belief that: 39.1.1.1 No federal appropriated funds have been paid or will be paid, by CEH0921 Page 34 of 39 April 22, 2021 or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress ,in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan,, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan or cooperative agreement. 39.1.1.2 If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of ,Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Agreement, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL "Disclosure Form to Report Lobbying," in accordance with its instructions. 39.1.1.3 The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants loans and cooperative agreements) and that subrecipients shall certify and disclose accordingly. 39.1.1.4 This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission ofthis certification is aprerequisite for making or entering into this transaction imposed by section 1352, Title 31 U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 40. POLITICAL ACTIVITY CEH0921 Page 35 of 39 April 22, 2021 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. 41. TERMINATION PROVISIONS 41.1 Either party may terminate 'this Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of a party, discontinuance of the services for reasons within CONTRACTOR's reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 41.2 For ninety (90) calendar days prior to the expiration date of this Agreement, or upon notice of termination of this Agreement ("Transition Period"), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service, and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Agreement, cessation of business by CONTRACTOR, 'or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any, reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Agreement. 41.4 The obligations of COUNTY under this Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CEH0921 Page 36 of 39 April 22, 2021 CONTRACTOR's expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY's maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR's decision; provided, however, that CONTRACTOR may terminate this Agreement upon written notice to COUNTY if COUNTY determines to reduce the COUNTY's maximum obligation or modify this Agreement. 41.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. 42. GOVERNING LAW AND VENUE This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California, without reference to conflict of law provisions. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court.of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for trial to another county. 43. THE REGENTS COUNTY acknowledges that the Regents of the University of California ("The Regents") has entered into this Agreement solely on behalf of and with respect to the University of California, Irvine School of Medicine, and not on behalf of or with respect to any other division, business or operating unit, enterprise, facility, group, plan, or program that is or may be owned, controlled, governed, or operated by, or affiliated with, The Regents, CEH0921 Page 37 of 39 April 22, 2021 including, without limitation, any other university, campus, health system, medical center, hospital, clinic, medical group, physician, or health or medical plan or program (collectively, the "Excluded UC Affiliates"). In light of the foregoing, COUNTY further acknowledges and agrees that, notwithstanding any other provision contained in this Agreement: (a) All obligations of The Regents under this Agreement shall be limited to The Regents as when acting solely on behalf of or with respect to the University of California, Irvine School of Medicine, and shall in no way, obligate, be binding on or restrict the business or operating activities of any of the Excluded UC Affiliates; (b) None of the Excluded UC Affiliates shall constitute or be deemed to constitute and affiliate of The Regents or the University of California, Irvine School of Medicine for any purpose under this Agreement; and (c) The University of California, Irvine School of Medicine, through The Regents or otherwise, shall have the right to participate in, provide services under, contract as part of, and otherwise be involved in the management or operation of, any health or medical insurance or benefit plan, program, service or product that is sponsored or offered in whole or in part by The Regents on a system -wide basis. 44. SIGNATURE IN COUNTERPARTS 44.1 The parties agree that separate copies of this Agreement may be signed by each of the parties, and this Agreement will have the same force and effect as if the original had been signed by all the parties. 44.2 CONTRACTOR represents and attests that the person executing this Agreement on behalf of and for CONTRACTOR is an authorized agent who has actual authority to bind 'CONTRACTOR to each and every term, condition and obligation of this Agreement and that all requirements of CONTRACTOR have been fulfilled to provide such actual authority. CEH0921 Page 38 of 39 April. 22, 2021 WHEREFORE, the parties hereto have executed this Agreement in the County of Orange, California. By: By: CHAD LEFTERIS CHIEF EXECUTIVE OFFICER UC IRVINE HEALTH, THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, AS DESCRIBED IN ARTICLE IX; SECTION 9, OF THE CALIFORNIA CONSTITUTION ON BEHALF OF UNIVERSITY OF IRVINE, SCHOOL OF MEDICINE DEPARTMENT OF PEDIATRICS Dated: CHAIRMAN OF THE BOARD OF SUPERVISORS COUNTY OF ORANGE, CALIFORNIA Dated: SIGNED AND CERTIFIED THAT A COPY OF THIS AGREEMENT HAS BEEN DELIVERED TO THE CHAIR OF THE BOARD PER G.C. SEC. 25103, RESO 79-1535 ATTEST: ROBIN STIELER Clerk of the Board Orange County, California APPROVED AS TO FORM COUNTY COUNSEL COUNTY OF ORANGE, CALIFORNIA DEPUTY Dated: CEH0921 Page 39 of 39 April 22, 2021 EXHIBIT A TO AGREEMENT BETWEEN COUNTY OF ORANGE AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, AS DESCRIBED IN ARTICLE IX, SECTION 9, OF THE CALIFORNIA CONSTITUTION, ON BEHALF OF THE UNIVERSITY OF CALIFORNIA, IRVINE, SCHOOL OF MEDICINE, DEPARTMENT OF PEDIATRICS FOR THE PROVISION OF CHILD ABUSE MEDICAL SERVICES 1. POPULATION TO BE SERVED 1.1 CONTRACTOR shall provide Child Abuse Medical Services to individuals with abuse or neglect issues. Individuals shall hereinafter be referred to as "PATIENTS." PATIENTS include, but are not limited to, the following: 1.1.1 Children ages birth to eighteen (0-18) years, who have been referred by Social Services Agency (SSA) Children and Family Services (CFS), medical providers, law enforcement, or Juvenile Court; and 1.1.2 Developmentally delayed and/or disabled adults ages eighteen (18) years and older, who cannot be adequately served by adult programs due to their special needs and have been referred by law enforcement or Adult Protective Services (APS). 2. DEFINITIONS 2.1 Child Abuse Services Team (CAST): A multidisciplinary program established in 1989 that enables social services, law enforcement, deputy district attorneys, medical providers, and therapists to collaborate on child abuse investigations. 2.2 CAST Case Review Meeting: A meeting comprised of CAST partners, who meet a minimum of one (1) time per month to review CAST services cases received. 2.3 CAST Medical Services: The medical component of CAST which includes medical evaluations and forensic medical exams conducted when investigations CEH0921 Page 1 of 17 April 22, 2021 involve suspected child abuse or neglect and are intended specifically to support child sexual abuse evaluations. 2.4 CAST Policy Board Meeting: A meeting comprised of County of Orange Agency Directors and CAST representatives to address policy .issues that impact upon the CAST program. 2.5 Child Protection Team Meeting: A meeting .consisting of representatives from SSA, Pediatric Services, the District Attorney's Office, law enforcement agencies, behavioral health personnel, and community agencies to review and coordinate critical cases. 2.6 Orange County Child Death Review Team: A team established to provide a forum for multi -disciplinary review of child deaths reported to the Coroner with a focus on ensuring the quality of the multi -agency response to child deaths through increased communication, collaboration, and education. 2.7 Suspected Child Abuse and Neglect Team: A multidisciplinary team that works to identify and educate community partners on best practices for child abuse assessment, diagnosis, and referral. 2.8 Consultation Services: Consultation and medical evaluation services provided primarily telephonically to SSA's social workers and CAST.. These services may also be provided in person or via email. 2.9 Working to End Child Abuse and Neglect (WE CAN) Coalition: A collaboration of more than one hundred (100) programs and departments, both public and private, that work together to collectively address the intersecting needs of children, families, and communities touched by child abuse and/or neglect. 3. HOURS OF OPERATION 3.1 CONTRACTOR shall provide services during hours that are responsive to the needs of the target population(s) as determined by ADMINISTRATOR. At a minimum, CONTRACTOR shall provide the following positions and hours per week, as prioritized and directed by ADMINISTRATOR: 3.1..1 CAST Medical Services 3.1.1.1 Nurse Practitioner, Licensed Vocational Nurse (LVN), and Office Manager shall each provide services at CAST Medical CEH0921 Page 2 of 19 April 22, 2021 Facility an average of forty (40) hours per week; and 3.1.1.2 Physician #I shall provide administrative oversight and medical services an average of twelve (12) hours per week. 3.1.2 Consultation Services 3.1.2.1 Physician #II shall provide services an average of twenty (20) hours per week, Monday through Friday afternoons, with a maximum of one thousand forty (1,040) annual hours during the term of this agreement. 3.1.2.2 Physician #II shall provide on-call consultation services an average of ten (10) hours per week, Monday through Friday, Saturdays, and Sundays, including evening hours, with a maximum of five hundred twenty (520) annual hours during the term of this agreement. CONTRACTOR will make monthly schedule and deliver to ADMINISTRATOR for approval. 4. CAST MEDICAL SERVICES 4.1 Medical Evaluations CONTRACTOR shall: 4.1.1 Coordinate all medical encounters and examinations required at the CAST Medical Facility (onsite or offsite). 4.1.2 Perform onsite abuse or neglect medical, forensic, and as appropriate, follow-up examinations. 4.1.3 Provide physician oversight, supervision, and training of medical staff. 4.1.4 Document services and activities in a manner that allows information to be effectively and accurately retrieved and presented to the Courts, CAST collaborators, or the community. 4.1.5 Ensure medical records produced by CAST Medical Facility of child abuse and neglect cases are made.available to ADMINISTRATOR, as needed. 4.1.6 Ensure a secure chain -of -custody for case records and potential evidence. 4.1.7 Provide expert testimony in criminal and juvenile court proceedings. 4.1.8 Be responsible for the Medical Evaluation services component at the CAST Medical Facility. CEH0921 Page 3 of 19 April 22, 2021 4.1.9 Participate in peer review activities, CAST Policy Board, and operational meetings. 4.2 Consultations 4.2.1 Provide Consultations services to SSA, District Attorney's Office, Sheriff - Coroner, law enforcement agencies, and County Counsel on reported abuse or neglect cases. Services may include, but are not limited to, the following: 4.2.1.1 Review of medical records and/or photographs; 4.2.1.2 Evaluation of diagnostic tests; 4.2.1.3 Conferring with social workers, caregivers, CAST, and/or other medical child protective team professionals (e.g., District Attorney's Office staff, law enforcement agency staff, etc.); 4.2.1.4 Recommending follow up; and 4.2.1.5 Rendering medical opinion. 4.2.2 Provide consultations to medical staff in support of the accurate diagnosis of abuse or neglect including, but not limited to, discussion of cases with collateral personnel (i.e., anyone involved in the case in a professional capacity including social worker and witness) and review of PATIENTS' medical records. 4.2.3 Participate in pre- and post -interview debriefings with interview observers comprised of law enforcement, medical providers, SSA staff, deputy district attorneys, volunteer advocates, and mental health providers. 4.2.4 Refer PATIENTS to services such as therapy, dental, subspecialties, and/or other programs or providers deemed necessary. 4.3 Trainings 4.3.1 Provide trainings and presentations on the risks and signs of abuse or neglect to various groups including, but not limited to, the following: 4.3.1.1 Healthcare workers, including Public Health Nurses (PHN), first responders, and the general medical community; 4.3.1.2 Medical students and residents; 4.3.1.3 CAST participants such as law enforcement officers, social workers, volunteer advocates, deputy district attorneys, victim- CEH0021 Page 4 of 19 April 22, 2021 witness staff, and therapists; 4.3.1.4 Mandated reporters, civic organizations, and the general public; and 4.3.1.5 Educational institutions, colleges, universities; and at workshops, and conferences. 4.4 Medical. Billing 4.4.1 Invoice law enforcement agencies (e.g., police departments) for forensic sexual exams authorized by said law enforcement agencies and invoice other entities (e.g., health insurance) for non -forensic services, when applicable. CONTRACTOR shall seek reimbursements from applicable alternative resources for all reimbursable services prior to invoicing ADMINISTRATOR. 5. CONSULTATION SERVICES 5.1 Consultations CONTRACTOR shall: 5.1.1 Provide, Consultations to SSA, Health Care Agency (HCA), District Attorney's Office, Sheriff -Coroner, law enforcement agencies, and County Counsel on reported child abuse cases. In addition to providing services by telephone, services shall also be provided in-person or by email and may include; but not be limited to, the following: 5.1.1.1 Review of medical records and/or photographs; 5.1.1.2 Evaluation of diagnostic tests; 5.1.1.3 Conferring with social workers, caregivers, CAST, and/or other CFS staff regarding child abuse and neglect; 5.1.1.4 Recommending follow up action; and 5.1.1.5 Rendering medical opinion. 5.1:2 Provide consultations to physicians and other medical providers to support the accurate .diagnosis of child abuse and neglect. Services may include, but are not limited to, discussing, cases with collateral personnel (e.g., District Attorney's Office staff, law enforcement agency staff, etc.) and reviewing medical records at the CAST Medical Facility or other mutually CEH0921 Page 5 of 19 April 22, 2021 agreed upon medical facilities. 5.1.3 Provide expert testimony which may include, but is not limited to, testifying in criminal and juvenile court proceedings as mandated .by subpoena. 5.1.4 Provide on-call consultations up to ten ,(10) hours per week, Monday through Friday, Saturdays, and Sundays, including evening hours. CONTRACTOR will create monthly schedule and submit to ADMINISTRATOR for approval. If services are required, CONTRACTOR shall respond within forty-eight (48) hours. 5.2 Clinical and Forensic Services 5.2.1 Conduct. clinical activities at CAST Medical Facility and other mutually agreed upon facilities, as needed or as requested by ADMINISTRATOR. 5.2.2, Provide forensic sexual assault and/or physical abuse or neglect medical examinations, and as appropriate, follow-up examinations. 5.2.3 Document services and activities in a manner that allows information to be effectively and accurately presented in court, to collaborators, or to the community. 5.2.4 Provide physician oversight, supervision, and training of medical staff. i 5.2.5 Ensure CAST medical records of child maltreatment cases are made available, as needed or, as requested .by ADMINISTRATOR. 5.3 Trainings 5.3.1 Provide trainings and presentations on the risks and signs of abuse or neglect to groups including, but not limited to, the following: 5.3.1.1 Social workers, CAST participants such as law enforcement officers, volunteer advocates, deputy district attorneys, victim witness; and therapists; and 5.3.1.2 Healthcare workers, including medical students and residents, PHNs, first responders, and the medical community. 6. ADDITIONAL CONTRACTOR RESPONSIBILITIES In .addition to providing the services described in Paragraphs 4 and 5 of this Exhibit A, CONTRACTOR shall: 6.1 Participate in, and support the establishment of, a group to guide expansion and CEH0921 Page 6 of 19 April 22, 2021 enhancement efforts and related .services that may include, but are not limited to, development of protocols; peer review processes, child protection team meeting structures, training, and educational material. 6.2 Participate in child protection team meetings toreview and coordinate critical cases. 6.3 Participate in countywide child abuse prevention efforts, including the Suspected Child Abuse and Neglect Teams, Orange County Child Death Review Team, and Working to End Child Abuse and Neglect Coalition. 6.4 Participate in CAST Case Review Meetings and monthly staff meetings. 6.5 Participate in CAST Policy Board Meetings; to address policy issues that impact the CAST Program. 6.6 Notify ADMINISTRATOR, in writing, within .seventy-two. (72) hours, if CONTRACTOR'S physician position becomes vacant for any reason. 6.7 Deliver culturally responsive and linguistically appropriate services to meet the primary language needs of PATIENTS. 7. FACILITIES 7.1 Services under this Agreement shall be provided at: CAST Medical Facility/Orangewood Children and Family Center 401 The City Drive South Orange, CA 92868 7.2 Services may also be provided at other locations, as necessary and/or as mutually agreed upon between ADMINISTRATOR and CONTRACTOR. Other locations may include, but are not limited to, University of California, Irvine, Medical Center, Children's Hospital of Orange County, or other affiliated hospitals. 7.3 CONTRACTOR and ADMINISTRATOR may agree in writing as to the facility(ies) and location(s) where services shall be provided without changing COUNTY'.s maximum obligation. 8. REPORTS CONTRACTOR shall prepare and submit to ADMINISTRATOR, by the tenth (10th) calendar day of each month and in a format approved by ADMINISTRATOR and CEH0921 Page 7 of 19 April 22, 2021 CONTRACTOR, complete and accurate statistical reports for the prior month of service that include, but are not limited to, the following: 8.1 CAST Medical Services Monthly Activity Report 8.1.1 Total number of PATIENTS served; 8.1.2 Data on PATIENTS served (e.g., age and sex); 8.1.3 Type of encounter or exam (e.g., acute, follow-up exam, follow-up labs, physical abuse exam, etc.); 8.1.4 Date exam is offered and date exam is performed; and 8.1.5 Reason for not performing an exam (e.g., no disclosure was provided, PATIENT was a no-show, etc.). 8.2 Consultation Services Monthly Activit c,Report 8.2.1 Total number of consultations provided; 8.2.2 Data on subject of consulted case (e.g., child's age, sex, type of abuse, etc.); 8.2.3 Type of consultation (e.g., telephone, in-person, or review of medical records, etc.); 8.2.4 Turnaround timeframe of consultation (e.g. consultation was provided within forty=eight [48] hours of request); 8.2.5 Total number of consultations provided to social worker(s) in which CONTRACTOR could not finalize and referred out; 8.2.6 Total number of on-call hours provided per week; and 8..2.7 Total number of training(s) provided to healthcare workers, including Public Health Nurses (PHN), first responders, social workers, and/or SSA staff, CAST participants such as law enforcement officers, volunteer advocates, deputy district attorneys, victim witness staff and therapists. 8.3 CONTRACTOR shall provide additional reports as mutually agreed upon between CONTRACTOR and ADMINISTRATOR, regarding services and activities performed hereunder. ADMINISTRATOR shall be specific as to the nature of information requested and allow thirty (30) calendar days for CONTRACTOR to respond. 8.4 CONTRACTOR and ADMINISTRATOR may mutually agree in writing to add, delete, waive, or otherwise modify reporting requirements, as stated in this CEH0921 Page 8 of 19 April 22, 2021 Paragraph. 9. QUALITY ASSURANCE 9.1 CONTRACTOR shall support the ADMINISTRATOR's Medical Director in collaborative work with community providers to develop standards of care and protocols for key medical settings in the County. 9.2 CONTRACTOR shall meet with ADMINISTRATOR, at a minimum of semi- annually, to review outcome objectives and services being provided, and to receive feedback from ADMINISTRATOR on CONTRACTOR's performance in accordance with services provided under this Agreement. 9.3 CONTRACTOR shall engage in evaluation activities of the services provided to enhance the programs, as determined by ADMINISTRATOR. 10. OUTCOMES 10.1 CONTRACTOR shall meet the following outcome objectives for the term of this Agreement: 10.1.1 Provide CAST Medical Services to PATIENTS in a timely manner as measured in 10.1.2. 10.1.2 To the extent permitted under applicable privacy laws, collect and submit to ADMINISTRATOR monthly data with respect to its services at the CAST Medical Facility, including, but not limited to, the number of PATIENTS served, age and gender ofPATIENTS, type of exam performed, when exam is offered and when exam is performed, and reason(s) exam was not performed. 10. 1.3 Provide an average minimum of twenty (20) hours of Consultation Services per week. 10. 1.4 Provide a minimum of two (2) Consultation Services trainings per year on child abuse and neglect issues to nurses, social workers, and/or other SSA staff. 10.1.5 Ensure Physician #II responds to consultation requests within forty-eight (48) hours, a minimum of eighty-five percent (85%) of the time. 11. BUDGET 11.1 The budget for services provided pursuant to Exhibit A of this Agreement is set CEH0921 Page 9 of 19 April, 22, 2021 forth as follows: BUDGET FOR THE TERM OF JULY 1, 2021 THROUGH JUNE 30, 2022 LINE ITEMS CAST MEDICAL SERVICES STAFFING Position Type Maximum FTEs c3) Hourly Rate (2) Office Manager D $ 24.05 1.00 Nurse Practitioner D 65.03 1.00 LVN D 27.37 1.00 Medical Physician I D 135.00 0.30 SUBTOTAL CAST MEDICAL SERVICES SALARIES Employee Benefits (4) (48%) TOTAL CAST MEDICAL SERVICES SALARIES AND BENEFITS SERVICES AND EXPENSES (5) Expert Witness Testimony (6) TOTAL CAST MEDICAL SERVICES CONSULTATION SERVICES Medical Physician II D $135.00 0.50 SUBTOTAL CONSULTATION SERVICES SALARIES Employee Benefits (4) (48%) TOTAL CONSULTATION SERVICES SALARIES AND BENEFITS On -Call Services (7) Annual Budget $ 326,456 $ 156,699 $ 483,155 $ 83,208 $ 3,000 $ 569,363 $ 140,400 $ 67,392 $ 207,792 D $202.50 0.25 $ 105,300 TOTAL CONSULTATION SERVICES MAXIMUM FUNDING OBLIGATION FOR YEAR 1 (July 1, 2021— June 30, 2022) BUDGET FOR THE TERM OF JULY 1, 2022 THROUGH JUNE 30, 2023 LINE ITEMS $ 313,092 $ 882,455 CEH0921 Page 10 of 19 April 22, 2021 CAST MEDICAL SERVICES STAFFING Position Type Maximum FTEs (3) Annual Hourly Budget Rate (2) Office Manager D $ 24.77 1.00 Nurse Practitioner D 66.98 1.00 LVN D 28.19 1.00 Medical Physician I D 139.00 0.30 SUBTOTAL CAST MEDICAL SERVICES SALARIES $ 336,211 Employee Benefits (4)(48%) $ 161,381 TOTAL CAST MEDICAL SERVICES SALARIES AND BENEFITS $ 497,592 SERVICES AND EXPENSES (5) $ 85,704 Expert Witness Testimony (6) $ 3,000 TOTAL CAST MEDICAL SERVICES $ 586,296 CONSULTATION SERVICES Medical Physician II D $139.00 0.50 SUBTOTAL CONSULTATION SERVICES SALARIES $ 144,560 Employee Benefits (4) (48%) $ 69,389 TOTAL CONSULTATION SERVICES SALARIES AND BENEFITS $ 213,949 On -Call Services (7) D $208.50 0.25 $ 108,420 TOTAL CONSULTATION SERVICES $ 322,369 MAXIMUM FUNDING OBLIGATION FOR YEAR 2 (July 1, 2022 — June 30, 2023) $ 908,665 BUDGET FOR THE TERM OF JULY 1, 2023 THROUGH JUNE 30, 2024 LINE ITEMS CAST MEDICAL SERVICES STAFFING Position Type 0) Maximum FTEs (3) Annual Hourly Budget Rate (2) CEH0921 Page 11 of 19 April 22, 2021 Office Manager D $ 25.51 1.00 Nurse Practitioner D 68.99 1.00 LVN D 29.04 1.00 Medical Physician I D 143.00 0.30 SUBTOTAL CAST MEDICAL SERVICES SALARIES $ 346,194 Employee Benefits (4) (48%) $ 166,173 TOTAL CAST MEDICAL SERVICES SALARIES AND BENEFITS $ 512,367 •SERVICES AND EXPENSES (5) $ 88,275 Expert- Witness Testimony (6) $ 3,000 TOTAL CAST MEDICAL SERVICES $ 603,642 CONSULTATION SERVICES Medical Physician II D $143.00 0.50 SUBTOTAL CONSULTATION SERVICES SALARIES $ 148,720 Employee Benefits (4) (48%) $ 71,386 TOTAL CONSULTATION SERVICES SALARIES AND BENEFITS $ 220,106 On -Call Services (7) D $214.50 0.25 $ 111,540 TOTAL CONSULTATION SERVICES $ 331,646 MAXIMUM FUNDING OBLIGATION FOR YEAR 3 (July 1, 2023 — June 30, 2024) $ 935,288 TOTAL MAXIMUM COUNTY OBLIGATION (July 1, 2021— June 30, 2024) $2,726,408 �I> Position Types are classified as "D" for Direct or "A" for Administrative. Direct services positions include staff who are integral to service delivery and may include staff who provide direct face-to-face service to clients and/or staff who supervise/manage direct service personnel. Administrative positions include staff that support service delivery and whose activities and functions can be directly allocated to the program. CEH0921 Page 12 of 19 April 22, 2021 (z) Maximum hourly rate which will be permitted during the term of this Agreement; employees may be paid at less than maximum hourly rate. (3) For hourly employees, Full -Time Equivalent (FTE) is defined as the amount oftime (stated as a percentage) the position will be providing services under the terms of this Agreement. This percentage is based upon a 40 -hour work week. For salaried employees, FTE is defined as the amount of time (stated as a percentage) the position will be paid for under the terms of this Agreement, regardless of the number of hours actually worked. (4) Employee Benefits include old age, survivor and disability insurance; Medicare; health insurance; dental insurance; vision insurance; Annuitant Health; Office of the President Benefit Admin Assessment; UCI Paid Life Insurance; non -industrial disability benefit; Employee Support Program; Employee Practice Liability; Federal Unemployment Tax, State Unemployment Tax and Workers' Compensation Tax, based on the currently prevailing rates; vacation accrual limited to the amount of vacation time earned during the period of employment during the term of this Agreement. The overall benefit rate shall not exceed forty-eight percent (48%) of the actual salary expense claimed. (5) Services include supplies/equipment, malpractice insurance, and university overhead. (6) Expert Witness Testimony services includes Expert Witness Sexual Abuse (Criminal Court), Expert Witness Physical Abuse (Criminal Court), and Expert Witness (Dependency Court). (7) If services occur during an on-call period referenced in Subparagraph 5.1.4, CONTRACTOR shall be paid the rate of time and a half regular pay for each hour in which services are rendered. Services lasting less than one (1) hour shall be prorated in thirty (30) -minute increments. When no service is provided during an on-call period, CONTRACTOR shall be compensated at a rate of one-fourth regular pay per hour for each hour of on-call service. 11.2 Expenses for extra pay, including but not limited to, overtime, stipends, bonuses, staff incentives, severance pay, etc. shall not be eligible for reimbursement under this Agreement unless authorized in writing by ADMINISTRATOR. Such CEH0921 Page 13 of 19 April 22, 2021 authorization shall be considered as an exception and may be approved, on a case- by-case basis, at the sole discretion of ADMINISTRATOR. 11.3 CONTRACTOR and ADMINISTRATOR may agree, subject to advance written notice, to add, delete or modify line items and/or amounts and/or the number and type of FTE positions without changing COUNTY's maximum funding obligation as stated in Subparagraph 21.1 of this Agreement or reducing the level of service to be provided by CONTRACTOR. Further, in accordance with Subparagraph 41.4 of this Agreement, in. the event ADMINISTRATOR reduces the maximum funding obligation as stated in Subparagraph 21.1, CONTRACTOR and ADMINISTRATOR may mutually agree in writing to proportionately reduce the service goals as set forth in this Exhibit. Failure to obtain advance written approval for any proposed Budget Modification Request may result in disallowance of reimbursement for those costs. 11.4 In the event one of the annual budgets shown in Subparagraph 11.1 of this Exhibit is modified, the modification shall remain in effect until the end of the specific fiscal period. For example, if the annual budget for the term of July 1, 2021 through June 30, 2022 is modified, the modification will be effective until June 30, 2022. Beginning July 1, 2022, the budget will revert to the budget included in Subparagraph 11.1 of this Exhibit until it is modified, if applicable. Budget modifications must be approved in writing by ADMINISTRATOR. 12. STAFF CONTRACTOR shall provide the following described staff positions: 12.1 Physician #I Duties 12.1.1 Perform forensic abuse or neglect medical examinations at the CAST Medical Facility. 12.1.2 Provide consultations to ADMINISTRATOR or its designees, law enforcement, County Counsel, District Attorney's Office, and Sheriff - Coroner staff on reported abuse or neglect cases. Consultations may include, but are not limited to, review of medical records and photographs; evaluation of diagnostic tests; discussion of information with assigned CEH0921 Page 14 of 19 April 22, 2021 social workers, medical providers and caregivers; conferences with CAST Team members or other medical child protective team staff; recommendations for further action; and medical opinions. Action may include having the child seen by medical providers at the CAST Medical Facility. 12.1.3 Provide consultation to the Nurse Practitioner to support the accurate diagnosis of abuse or neglect. 12.1.4 Provide consultation to legal team involved in criminal and juvenile court proceedings. 12.1.5 Provide expert testimony which may include, but is not limited to, testimony in criminal and juvenile court proceedings as mandated by subpoena. 12.1.6 Educate and train residents, medical students, and/or students of nurse or nurse practitioner programs at the CAST Medical Facility and/or agreed upon location. 12.1.7 Educate social workers, nurses, and/or other SSA staff at the discretion of the ADMINISTRATOR. Qualifications 12.1.8 Board certified/eligible Child Abuse Pediatrician, in good standing. 12.1.9 Experience in providing expert witness court testimony on child and dependent adult abuse cases is preferred. 12. 1.10 Experience working in a collaborative, multi -disciplinary setting. 12.1.11 Teaching experience with medical residents, the community, etc. is preferred. 12.1.12 Knowledge ofthe systems involved in child and dependent adult protection and prosecution. 12.1.13 Effective oral, written, and interpersonal communication skills in English is required and bilingual in a language that meets the community need is preferred. 12.2 Physician #II Duties CEH0921 Page 15 of 19 April 22, 2021 12.2.1 Collaborate directly with CONTRACTOR'S designated representative approved by ADMINISTRATOR. 12.2.2 Perform forensic sexual assault and/or physical abuse medical examinations. 12.2.3 Provide consultation to SSA, HCA, District Attorney's Office, Sheriff - Coroner staff, law enforcement, and County Counsel on reported child and dependent adult abuse cases. 12.2.4 Review medical records, photographs, and diagnostic tests to determine if abuse or neglect has occurred. 12.2.5 Provide consultation to physicians to support the accurate diagnosis of abuse and neglect. 12.2.6 Provide expert testimony, which may include, but is not limited to, testimony in criminal and juvenile court proceedings as mandated by subpoena. 12.2.7 Educate and train medical residents and medical students, and/or students of nurse or nurse practitioner programs at the CAST Medical Facility and/or agreed upon location(s). 12.2.8 Educate social workers; nurses, and/or SSA staff on abuse and neglect. Qualifications 12.2.9 Board certified Pediatrician, board certified child abuse and neglect Pediatrician is preferred. 12.2.10 Minimum of one (1) year of experience examining and evaluating neglected, sexually, and physically abused PATIENTS in both hospital and outpatient settings. 12.2.11 Experience providing expert witness court testimony on child and dependent adult abuse cases. 12.2.12 Experience working in a collaborative, multi -disciplinary setting. 12.2.13 Experience teaching medical residents, the community, and other stakeholders on abuse and neglect. 12.2.14 Knowledge ofthe systems involved in child and dependent adult protection and prosecution. CEH0921 Page 16 of 19 April 22, 2021 12.2.15 Effective oral, written, and interpersonal communication skills. 12.3 Nurse Practitioner Duties 12.3.1 Perform forensic sexual assault and other abuse and neglect medical examinations at the CAST Medical Facility. 12.3.2 Oversee medical staff and daily operation of the medical unit. 12.3.3 Provide consultation to ADMINISTRATOR or its designees, law enforcement, County Counsel, District Attorney, and Sheriff -Coroner staff on reported abuse or neglect cases, which may include, but is not limited to review of medical records and photographs; evaluation of diagnostic tests; discussion of information with assigned social workers, other medical providers and caregivers; conferences with CAST Team members or other medical child protective team staff; recommendations for further action; and medical opinions. 12.3.4 Provide consultation to legal team involved in criminal and juvenile court proceedings. 12.3.5 Provide expert testimony which may include, but is not limited to, testimony in criminal and juvenile court proceedings as mandated by subpoena. Qualifications 12.3.6 Certified in Family Medicine or Pediatrics, in good standing. 12.3.7 Minimum one (1) year of experience examining children. 12.3.8 Attention to detail" when completing written and photographic documentation. 12.3.9 Effective oral, written, and interpersonal communication skills with PATIENTS, their families/caregivers, and other team members. 12.3.10 Experience working in a collaborative, multi -disciplinary setting. 12.3.11 Knowledge of the systems involved in child protection and prosecution is preferred. 12.3.12 Ability to testify in legal proceedings. 12.3.13 Effective oral, written, and interpersonal communication skills in English CEH0921 Page 17 of 19 April 22, 2021 is required and bilingual in a language that meets the community need is preferred. 12.4 Licensed Vocational Nurse Duties 12.4.1 Assist the Nurse Practitioner or Physician with PATIENTS. 12.4.2 Assist with specimen collection, packaging, and paperwork. 12.4.3 Track and. order�necessary supplies and inventory; 12.4.4 Assist Office Manager as needed. 12.4.5 Maintain professional licensure in good standing. 12.4.6 Other duties as determined by CONTRACTOR. Qualifications 12.4.7 .Graduate of an accredited school for licensed vocational nursing. 12.4.8 Current licensure in the State of California, in good standing. 12.4.9 Knowledge of Pediatrics or Family Medicine nursing. 12.4.10 Experience working in the field of child and dependent adult abuse and neglect. 12.4.11 Effective oral, written, and interpersonal communication skills in English is required and bilingual in a language that meets the community need is preferred. 12.4.12 Organized, motivated, and able to work independently. 12.4.13 Demonstrate customer service skills when interacting with PATIENTS, collaborators, and the community. , 12.5 Office Manager Duties 12.5.1 Perform administrative support such as -answering phones, setting up and coordinating meetings and conferences, and preparing statistical reports as required by collaborator agencies. 12.5.2 Coordinate appointment scheduling of PATIENTS and register PATIENTS into the Electronic Medical Records system. 12.5.3 Maintain database and records. 12.5.4 Order office supplies. CEH0921 Page. 18 of 19 April 22,.2021 12.5.5 Schedule ancillary services, such as laundry, shredding, and hazardous waste disposal. ' 12.5.6 Coordinate training/education schedule and assist with medical student education schedules. 12.5.7 Perform medical billing of law enforcement agencies and PATIENT insurances for Clinical and Forensic Services, when applicable. 12.5.8 Process subpoenas and coordinate expert witness testimony, scheduling. 12.5.9 Prepare documents required by subpoena. 12.5.10 Assist the medical team with community outreach and research projects, and any other duties assigned by the CONTRACTOR. Qualifications 12.5.11 Bachelor's degree in business administration or allied field, or an equivalent combination of four -years of education and experience. 12.5.12 Experience working in a medical setting is preferred. 12.5.13 Experience working in a collaborative multidisciplinary team is preferred. 12.5.14 Effective oral, written and interpersonal communication skills with PATIENTS, families/caregivers, and other team members. 12.5.15 Establish and maintain effective,working relationships with all levels of staff, PATIENTS, and the community. 12.5.16 Experience in medical billing and collection practices. ' 12.5.17 Experience working in the field of child and dependent adult abuse and neglect. 12.5.18 Maintain confidentiality and interact with tact and diplomacy on sensitive issues. 12:5.19 Experience coordinating outreach and educational events. 12.5.20 Effective oral, written, and interpersonal communication skills in English is required and bilingual in a language that meets the community need is preferred. CEH0921 Page 19 of 19 April 22, 2021