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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