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Home My WebLink AboutAGR-7816 - THE HUB OC - SUBRECIPIENT AGREEMENT - YOUTH CENTERS OF ORANGESUBRECIPIENT AGREEMENT [Youth Centers of Orange] THIS AGREEMENT (herein referred to as the "Agreement") is entered into this ____ day of , 2025, by and between the CITY OF ORANGE, a municipal corporation ("City"), and THE HUB OC, a California nonprofit corporation ("HUB") (“Parties”), with reference to the following: A. City, as a recipient of national opioid settlement funds, is committed to utilizing these funds in accordance with the California State-Subdivision Agreements, which require that 70% of the funds be allocated to local governments for opioid remediation activities, with at least 50% directed toward High Impact Abatement Activities (HIAAs); B. One of the prioritized High Impact Abatement Activities under the California Opioid Settlement Fund Guidelines includes interventions to prevent drug addiction in vulnerable youth, making youth engagement programs a key strategy in opioid misuse prevention; C. Opioid-related issues have impacted communities across Orange County, California, including incidents among youth, leading to a need for preventive programs, after- school engagement, and drug-free activities to educate and protect young individuals from opioid use; D. City recognizes that youth sports programs serve as an effective intervention strategy to promote positive engagement, mental and physical well-being, and community involvement, reducing the risk factors associated with opioid misuse; E. HUB has demonstrated its capacity to implement and manage youth sports programs that align with the opioid prevention objectives set forth by the California Department of Health Care Services (DHCS) Opioid Settlement Fund Framework and the Orange County Opioid Settlement Implementation Plan; F. City seeks to award HUB a subrecipient grant to implement a youth sports program focused on opioid prevention, ensuring compliance with all federal, state, and local funding requirements; G. This Agreement establishes the terms, conditions, and compliance requirements under which the City shall provide grant funds to HUB to administer and operate the youth sports program as part of a broader opioid prevention strategy. NOW, THEREFORE, the parties hereto mutually agree as follows: 1. Purpose. This Agreement establishes the terms and conditions under which the City, as a pass- through entity of national opioid settlement funds, provides a subrecipient grant to HUB for the Docusign Envelope ID: 55E5FE54-8D32-46C4-B84F-4C45B2539A8F AGR-7816 27th August 2 purpose of implementing a youth sports program focused on opioid prevention. The program shall be conducted in accordance with the California Department of Health Care Services (DHCS) Opioid Settlement Fund Framework and the Orange County Opioid Settlement Implementation Plan. 2. Term . A. The term of this Agreement shall commence on, March 01, 2025, and shall expire July 31, 2025, unless terminated earlier in accordance with the provisions of this Agreement. B. Either party may terminate this Agreement, in whole or in part, at any time and for any reason upon ninety (90) days written notice. C. City, acting through its City Manager, may also, in its sole discretion, suspend or terminate this Agreement if HUB materially fails to comply with any term or provision of this Agreement. Upon receipt of notice, HUB shall immediately cease the rendition of services, expenditure of any funds, and return all unspent or misused funds, unless the notice provides otherwise. D. Parties mutually agree that this Agreement is non-transferrable. E. Parties mutually agree that this Agreement does not create a constitutionally protected property interest. F. City Manager or their designee have the authority to authorize extensions to this Agreement and/or reasonably resolve any disputes related to this Agreement. G. The HRC is subject to any conditions, restrictions, reservations, exceptions, encumbrances, rights, and easements, whether of record or not, including but not limited to those referred to herein. 3. Disbursement. A. City shall provide HUB with a subaward of $30,000 from the national opioid settlement funds to support the approved youth sports program. B. City shall disburse 100% of funds upon execution of this Agreement C. The City reserves the right to withhold or adjust disbursements if HUB fails to meet reporting or compliance requirements. 4. Permitted & Prohibited Uses of Funds. A. Permitted Uses HUB shall use funds exclusively for: Docusign Envelope ID: 55E5FE54-8D32-46C4-B84F-4C45B2539A8F 3 • Program-related salaries and general overhead. • Youth outreach and engagement activities. • Educational programming on opioid and substance abuse prevention. B. Prohibited Uses Funds shall not be used for: • Non-program-related salaries or general overhead. • Political activities, lobbying, or advocacy. • Activities that do not align with opioid prevention and youth engagement. • Any purpose that violates national opioid settlement terms, California Opioid Settlement Fund Guidelines, or the Orange County Opioid Settlement Implementation Plan. 5. HUB Responsibilities. A. Program Implementation HUB shall: • Operate the youth sports program in alignment with opioid prevention objectives. • Maintain accurate financial and programmatic records. • Adhere to all applicable federal, state, and local regulations. B. Reporting Requirements HUB shall submit the following reports to the City: • Final program report within 30 days of grant period completion, detailing outcomes and fund utilization. • Financial reconciliation reports upon request. C. Record Retention & Audits HUB shall maintain all records related to this subaward for a minimum of five (5) years after the grant period. HUB shall allow City, Orange County Health Care Agency (OCHCA), and California DHCS to conduct audits for compliance purposes. Docusign Envelope ID: 55E5FE54-8D32-46C4-B84F-4C45B2539A8F 4 D. Compliance with Laws & Regulations HUB shall comply with: • California Opioid Settlement Fund Guidelines • California Government Code Sections 8315-8316 (opioid settlement oversight) • California Health & Safety Code Section 11999.6 (substance abuse prevention programs) • Orange County Opioid Settlement Implementation Plan 6. City Responsibilities. City shall: • Monitor HUB’s compliance with opioid settlement fund requirements. • Conduct periodic reviews of HUB’s program performance and financial management. 7. Monitoring & Non-Compliance. A. Monitoring The City reserves the right to: • Conduct site visits and financial reviews to ensure compliance. • Require corrective action plans if deficiencies are found. B. Noncompliance & Corrective Action If HUB fails to comply with any part of this Agreement, the City may: • Issue a notice of noncompliance requiring corrective action within 10 calendar days. • Suspend or terminate funding if noncompliance is not resolved. • Require repayment of misused or unspent funds. 8. Indemnification. HUB shall indemnify, defend, and hold harmless the City, its officers, employees, and representatives from any claims, liabilities, or damages arising from HUB’s program implementation or use of funds. Docusign Envelope ID: 55E5FE54-8D32-46C4-B84F-4C45B2539A8F 5 9. No Partnership or Agency. This Agreement does not create a partnership, joint venture, or agency relationship between the City and HUB. HUB acts as an independent subrecipient. 10. Compliance with Laws. HUB shall comply with all federal, state and local laws, ordinances, regulations and directives applicable to the performance of this Agreement. The HUB shall further keep and maintain in effect any and all licenses, permits, notices and certificates as required by law. 11. Non-Discrimination. A. HUB shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or other basis prohibited by applicable law. HUB agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non- discrimination clause. B. HUB shall not discriminate in the delivery of services hereunder to Orange residents on the basis of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. The HUB shall further comply with the Civil Rights Act of 1964, as amended, and all regulations applicable thereto. 12. Insurance. The HUB shall carry workers’ compensation insurance as required by law for the protection of its employees. The HUB understands that it is an independent contractor and not entitled to any workers’ compensation benefits under any City program. A. The HUB shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of (1) Two Million Dollars ($2,000,000.00) per occurrence; or (2) all the insurancecoverage and/or limits carried by or available to the HUB. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis. B. The HUB shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: the greater of (1) a combined single limit of One Million Dollars ($1,000,000.00); or (2) all the insurance coverage and/or limits carried by or available to the HUB. Said insurance shall cover bodily injury, death and property damage for all owned, non- owned and hired vehicles and be written on an occurrence basis. C. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be Docusign Envelope ID: 55E5FE54-8D32-46C4-B84F-4C45B2539A8F 6 available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the HUB under this Agreement. D. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an additional insured. The minimum coverage required shall apply to City as an additional insured. Any umbr ella liability insurance that is provided as part of the general or automobile liability minimums set forth below shall be maintained for the duration of the Agreement. E. The insurance policies maintained by the HUB shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy. The HUB will determine its own needs in procurement of insurance to cover liabilities other than as stated above. F. All insurance maintained by the HUB shall be issued by companies admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. G. The HUB shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City. In such a case, City may procure insurance or self-insure the risk and charge the HUB for such costs and any and all damages resulting therefrom. H. The HUB agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, the HUB shall look solely to its insurance for recovery. The HUB hereby grants to City, on behalf of any insurer providing insurance to either the HUB or City with respect to the services of the HUB herein, a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance. 13. Waiver. Failure on the part of either party to enforce any provision of this Agreement may not be construed as a waiver of the right to later compel enforcement of that provision, or any other provision. 14. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-mail shall be deemed received on the date of the e-mail transmission. Docusign Envelope ID: 55E5FE54-8D32-46C4-B84F-4C45B2539A8F 7 “THE HUB OC” “CITY” THE HUB OC City of Orange 1439 W. Chapman Ave., Suite 196 230 E. Chapman Avenue Orange, CA 92868 Orange, CA 92866 Attn.: Cameron Geringer-Pate, Attn.: Bryan Johnson, Director of The Youth Centers of Emergency Medical Services Manager Orange, A program of The Hub OC Telephone: (530) 588-5889 Telephone: (714) 288-2503 E-Mail: cam@thehuboc.org E-Mail: bjohnson@cityoforange.org 15. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to its subject matter. There are no representations, agreements, or understandings, whether oral or written, between the parties relating to the subject matter of this Agreement that are not fully expressed in this Agreement. This Agreement is deemed to be equally drafted by both parties. 16. Modification. This Agreement may only be modified by a writing signed by both parties. 17. Severability. If any terms or provisions of this Agreement shall be found to be void or contrary to law, such term or provision shall, but only to the extent necessary to bring this Agreement within the requirements of law, be deemed to be severable from the other terms and provisions hereof, and the remainder of this Agreement shall be given effect as if the Parties had not intended the severed term herein. 18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures. [Remainder of page intentionally left blank; signatures on next page] Docusign Envelope ID: 55E5FE54-8D32-46C4-B84F-4C45B2539A8F 8 19. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and the HUB agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California. IN WITNESS WHEREOF, City and the HUB have entered into this Agreement on the year and day first above written. “THE HUB” “CITY” THE HUB OC, a California nonprofit CITY OF ORANGE, a municipal corporation corporation Cameron Geringer-Pate Daniel R. Slater, Mayor Director of The Youth Centers of Orange A program of The Hub OC ATTEST: Pamela Coleman APPROVED AS TO FORM: Nathalie Adourian Senior Assistant City Attorney √ Docusign Envelope ID: 55E5FE54-8D32-46C4-B84F-4C45B2539A8F