CONTRACT

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. 1 CONTRACT 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 2 CONTRACT 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. 3