CONTRACT by coreymcintyre

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									                                                                       CONTRACT

                      ORANGE COUNTY HEAD START, INC.
                  2900 S. Harbor Boulevard, Suites 101 and 102
                              Santa Ana, CA 92704

                                  EXHIBIT C
                               SAMPLE CONTRACT

THIS AGREEMENT, entered into as of this 27 day of May 2009 by and between
ORANGE COUNTY HEAD START, INC., of the County of Orange, State of California,
hereinafter referred to as OCHS, Inc. and __________Brokerage Firm, County of
________, State of California, hereinafter referred to as the "Contractor."

WITNESSETH THAT:

OCHS, Inc. and the Contractor do mutually agree as follows:

1) The Contractor shall, in a satisfactory and proper manner as determined by
   OCHS, Inc. perform as follows:

      Provide brokerage services to assist OCHS in placement of Workers
      Compensation Insurance.

2) This is a completely integrated agreement and contains the entire agreement
   between the Contractor and OCHS, Inc. Not including the Request for Proposal
   (RFP) for Brokerage Services, its Exhibits and Addendas, the accepted, qualified
   proposal from the contractor, and the letter of engagement any prior written or
   oral agreements if any, shall be deemed of no effect and shall not be binding
   upon either party. This agreement may not be amended except in writing, and
   signed by both parties.

3) The Contractor shall commence performance of the Contract on the __ day of
   ______ 2009 and shall complete performance to the satisfaction of OCHS, Inc.
   for an initial one-year term to expire no later than the year ending June 30,
   2010. OCHS, Inc. may renew this contract for up to two (2) additional (1) one
   year terms, not to extend later than the year ending June 30, 2012.

4) The Contractor shall maintain such records and accounts, including property,
   personnel and financial records, as are deemed necessary by the OCHS, Inc. or
   the Department of Health and Human Services (DHHS,) to assure a proper
   accounting for all project funds, both Federal and non-Federal shares. These
   records will be made available for audit purposes to the OCHS, Inc., DHHS or the
   Controller General of the United States or any authorized representative of
   OCHS, Inc. Records will be retained for three (3) years after the expiration of
   this Contract unless permission to destroy them is granted by both OCHS, Inc.
   and the Department of Health and Human Services.

5) Compensation: $__n/a___ for each hour worked.

6) Method of Payment: By company check, two weeks upon receipt of invoice. All
   invoices must reference the contract number. Invoices are to be sent to the
   attention of Lucía I. Palacios, Executive Director.
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7) It is expressly understood and agreed that in no event will the total amount to
   be paid by OCHS, Inc. to the Contractor under this agreement exceed
   $________________         for full and complete satisfactory performance for the
   initial one-year term.

8) DETERMINATION OF CONTRACT: If, through any cause, the Contractor shall fail
   to fulfill in a timely and proper manner, his/her obligation under this Contract, or
   if the Contractor shall violate any of the covenants, agreements, or stipulations
   of this Contract, or if the grant from the Department of Health and Human
   Services under which this Contract is made is terminated by DHHS, OCHS, Inc.
   shall thereupon have the right to terminate this Contract by giving written notice
   to the Contractor of such termination and specifying the effective date thereof.
   If the Contractor is unable or unwilling to comply with such additional conditions
   as may be lawfully imposed by DHHS on the grant or Contract under which the
   OCHS, Inc. is performing the program to which these professional services are
   being rendered, OCHS, Inc. shall have the right to terminate the Contract by
   giving written notice to the Contractor, signifying the effective date thereof.

9) REPORTS AND INSPECTIONS: The Contractor shall make financial, program
   progress and other reports as requested by OCHS, Inc. or the Director of DHHS,
   and will arrange for on-site inspection by OCHS or DHHS representatives at the
   request of either.

10)    INSURANCE: The Contractor shall maintain insurance satisfactory to Orange
   County Head Start, Inc., as set forth below during the Contract period. The
   Contractor shall furnish OCHS Certificates of Insurance for each policy on liability
   coverage. Public liability insurance shall be maintained to protect the Contractor
   and as an additional insured, Orange County Head Start, Inc., its governing
   board, its officers and its employees, from any claims for damages, personal
   injury, or malpractice suits. Such insurance shall have a minimum combined
   single limit of One Million Dollars ($1,000,000).

11)    CHANGES: OCHS, Inc., may, from time to time, request changes in the scope
   of the services of the Contractor to be performed hereunder. Such changes,
   including any increase or decrease in the amount of the Contractor’s
   compensation, shall be mutually agreed upon by and between amendments to
   the Contract.

12)    HOLD HARMLESS AGREEMENT: The Contractor shall hold harmless and
   indemnify OCHS, Inc., its governing board, its officers and employees from every
   claim or demand which may arise from the performance of this Contract. The
   Contractor, at his/her own risk and expense, shall defend any legal proceeding
   that may be brought against OCHS, Inc., its governing board, on any such claim
   or demand, and satisfy any judgment that may be rendered against OCHS, Inc.
   its employees, or the Board of Directors therein as it pertains to this Contract.

13)   CONFLICT OF INTEREST:          Such a conflict exists when an OCHS, Inc.
   employee, officer, or agent, or any member of his or her immediate family, his or
   her partner, or an organization to which he or she belongs that was involved in
   the selection of the Contractor has a financial or other interest in the Contractor
   selected for an award. OCHS, Inc. officers, employees, and agents of the
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14)   recipient shall neither solicit nor accept gratuities, favors, or anything of
   monetary value from contractors, or parties to sub agreements. OCHS, Inc.
   standards of conduct shall provide for disciplinary actions to be applied for
   violations of such standards by officers, employers, or agents of the recipients.

15)   CONFIDENTIALITY: The Consultant agrees not to disclose or to use, directly
   or indirectly, except as contemplated herein, any proprietary or confidential
   data, any information relating to children, serviced by OCHS, Inc. which may be
   disclosed to or by the Consultant in connection with the Consultant’s activities
   hereunder.

15) WAIVER OF LIABILITY The Contractor hereby hold harmless OCHS, Inc. its
   governing board, its officers, and employees from all claim demands, damage
   actions or causes of action resulting from injury that Contractor may sustain in
   the performance of his services. This waiver is to remain in force for a period of
   one year from the date of the termination of this Contract.



                                              Orange County Head Start, Inc.
Contractor


Authorized Signature                          Authorized Signature

                                                                       _____
Print Name & Title                            Title


Date                                          Date


Address


City, State, Zip Code


Telephone Number


Taxpayer I.D. or Employer I.D.




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