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HomeMy WebLinkAboutC-4133 C-4 I 3n v0 t , � ;Hill 140.. „4. O*ILIFOR CONTRACT BY AND BETWEEN COUNTY OF LOS ANGELES AND CITY OF ARCADIA FOR HOMELESS SERVICES - CITY PLANNING GRANTS CONTRACT NUMBER: AO-18- CONTRACT PROVISIONS TABLE OF CONTENTS PARAGRAPH TITLE PAGE RECITALS 1 1 APPLICABLE DOCUMENTS 2 2 DEFINITIONS 2 2.1 Standard Definitions 2 3 WORK 5 4 TERM OF CONTRACT 5 5 CONTRACT SUM 6 5.1 Total Contract Sum 6 5.2 Written Approval for Reimbursement 6 5.3 Intentionally Omitted 6 5.4 No Payment for Services Provided Following Expiration-Termination of Contract 6 5.5 Invoices and Payments 6 6 ADMINISTRATION OF CONTRACT- COUNTY 7 6.1 County Administration 7 6.2 County's Project Director 8 6.3 County's Project Manager 8 6.4 County's Contract Project Monitor 8 7 ADMINISTRATION OF CONTRACT-CONTRACTOR 9 7.1 Contractor Administration 9 7.2 Contractor's Project Manager 9 7.3 Approval of Contractor's Staff 9 7.4 Contractor's Staff Identification 9 7.5 Background and Security Investigations 9 7.6 Confidentiality 10 8 STANDARD TERMS AND CONDITIONS 11 8.1 Amendments 11 8.2 Assignment and Delegation 12 8.3 Authorization Warranty 12 8.4 Budget Reductions 12 8.5 Complaints 13 8.6 Compliance with Applicable Law 14 Page i CONTRACT PROVISIONS TABLE OF CONTENTS PARAGRAPH TITLE PAGE 8.7 Compliance with Civil Rights Laws 15 8.8 Compliance with the County's Jury Service Program 15 8.9 Conflict of Interest 17 8.10 Intentionally Omitted 17 8.11 Consideration of Hiring GAIN-GROW Participants 17 8.12 Contractor Responsibility and Debarment 18 8.13 Contractor's Acknowledgement of County's Commitment to Safely Surrendered Baby Law 20 8.14 Contractor's Warranty of Adherence to County's Child Support Compliance Program 21 8.15 County's Quality Assurance Plan 21 8.16 Damage to County Facilities, Buildings or Grounds 22 8.17 Employment Eligibility Verification 22 8.18 Facsimile Representations 23 8.19 Fair Labor Standards 23 8.20 Force Majeure 23 8.21 Governing Law, Jurisdiction, and Venue 24 8.22 Independent Contractor Status 24 8.23 Mutual Indemnification 25 8.24 General Provisions for all Insurance Coverage 25 8.25 Insurance Coverage 30 8.26 Liquidated Damages 31 8.27 Most Favored Public Entity 32 8.28 Nondiscrimination and Affirmative Action 33 8.29 Non Exclusivity 34 8.30 Notice of Delays 34 8.31 Notice of Disputes 35 8.32 Notice to Employees Regarding the Federal Earned Income Credit 35 8.33 Notice to Employees Regarding the Safely Surrendered Baby Law 35 8.34 Notices 35 8.35 Prohibition Against Inducement or Persuasion 36 8.36 Public Records Act 36 8.37 Publicity 36 Page ii CONTRACT PROVISIONS TABLE OF CONTENTS PARAGRAPH TITLE PAGE 8.38 Record Retention and Inspection-Audit Settlement 37 8.39 Recycled Bond Paper 38 8.40 Subcontracting 39 8.41 Termination for Breach of Warranty to Maintain Compliance with County's Child Support Compliance Program 40 8.42 Termination for Convenience 40 8.43 Termination for Default 41 8.44 Termination for Improper Consideration 43 8.45 Termination for Insolvency 43 8.46 Termination for Non-Adherence of County Lobbyist Ordinance 44 8.47 Termination for Non-Appropriation of Funds 44 8.48 Validity 44 8.49 Waiver 44 8.50 Warranty Against Contingent Fees 45 8.51 Warranty of Compliance with County's Defaulted Property Tax Reduction Program 45 8.52 Termination for Breach of Warranty to Maintain Compliance with County's Defaulted Property Tax Reduction Program 45 8.53 Time off for Voting 46 8.54 Compliance with County's Zero Tolerance Policy on Human Trafficking 46 9 UNIQUE TERMS AND CONDITIONS 46 9.1 Intentionally Omitted 46 9.2 Contractor Protection of Electronic County Information 46 SIGNATURES 49 Page iii STANDARD EXHIBITS A Statement of Work B Pricing Schedule C Contractor's EEO Certification D County's Administration E Contractor's Administration F Form(s) Required at the Time of Contract Execution G Jury Service Ordinance H Safely Surrendered Baby Law • Homeless Services—City Planning Grants Page 1 CONTRACT BETWEEN COUNTY OF LOS ANGELES AND CITY OF ARCADIA FOR HOMELESS SERVICES - CITY PLANNING GRANTS This Contract is entered into this 1 "day of ` 2018, by and between the County of Los Angeles (hereafter "County") and City of Arcadia (hereafter referred to as "Contractor"), to provide County with homeless services. RECITALS WHEREAS, on February 9, 2016, the County Board of Supervisors delegated authority to the Chief Executive Officer, subject to review and approval of County Counsel, to: a) prepare and execute agreements and any subsequent amendments, up to $250,000, to implement the recommended homeless strategies; and b) execute, as needed, any non-financial amendments or financial amendments which increase or decrease the total contract amount by not more than 10 percent; and WHEREAS, on June 13, 2017, the County Board of Supervisors allocated a total of$2 million from existing Homeless Initiative Provisional Financing Uses (PFU) to be used for regional coordination services at the council of governments level and homeless planning grants for cities ("City Planning Grants") in the Los Angeles Continuum of Care; and WHEREAS, on October 17, 2017, the County Board of Supervisors allocated an additional $575,000 to ensure adequate funding for all City Planning Grant proposals; and WHEREAS, the Chief Executive Office has reviewed Contractor's proposal and approved providing $30,000 to Contractor for homeless services; and WHEREAS, pursuant to Government Code section 26227, the County Board of Supervisors may appropriate and expend money to establish county programs or to fund other programs deemed to be necessary to meet the social needs of the population of the county. Homeless Services—City Planning Grants Page 2 NOW THEREFORE, in consideration of the mutual covenants contained herein, and for good and valuable consideration, the parties agree to the following: 1 APPLICABLE DOCUMENTS Exhibits A, B, C, D, E, F, G, and H, are attached to and form a part of this Contract. In the event of any conflict or inconsistency in the definition or interpretation of any word, responsibility, schedule, or the contents or description of any task, deliverable, goods, service, or other work, or otherwise between the base Contract and the Exhibits, or between Exhibits, such conflict or inconsistency shall be resolved by giving precedence first to the terms and conditions of the Contract and then to the Exhibits according to the following priority. Standard Exhibits: 1.1 Exhibit A- Statement of Work 1.2 Exhibit B - Pricing Schedule 1.3 Exhibit C - Contractor's EEO Certification 1.4 Exhibit D - County's Administration 1.5 Exhibit E - Contractor's Administration 1.6 Exhibit F - Forms Required at the Time of Contract Execution 1.7 Exhibit G - Jury Service Ordinance 1.8 Exhibit H - Safely Surrendered Baby Law This Contract constitutes the complete and exclusive statement of understanding between the parties, and supersedes all previous contracts, written and oral, and all communications between the parties relating to the subject matter of this Contract. No change to this Contract shall be valid unless prepared pursuant to Paragraph 8.1 (Amendments) and signed by both parties. 2 DEFINITIONS 2.1 Standard Definitions: 2.1.1 The headings herein contained are for convenience and reference only and are not intended to define the scope of any Homeless Services—City Planning Grants Page 3 provision thereof. The following words as used herein shall be construed to have the following meaning, unless otherwise apparent from the context in which they are used. 2.1.1.1 City Planning Grants: One-time funding allocated by the County Board of Supervisors from existing Homeless Initiative Provisional Financing Uses (PFU) funds to support proposals that will result in a plan to prevent and combat homelessness for each city which receives a grant. To administer the grants, the Chief Executive Office partnered with the United Way Home for Good Funders Collaborative. 2.1.1.2 Contract: This agreement executed between County and Contractor. Included are all supplemental agreements amending or extending the service to be performed. The Contract sets forth the terms and conditions for the issuance and performance of all tasks, deliverables, services and other work 2.1.1.3 Contractor: The person or persons, sole proprietor, partnership, joint venture, corporation or other legal entity who has entered into an agreement with the County to perform or execute the work covered by this contract. 2.1.1.4 Statement of Work: The directions, provisions, and requirements provided herein and special provisions pertaining to the method, frequency, manner and place of performing the contract services. 2.1.1.5 Subcontract: An agreement by the contractor to employ a subcontractor to provide services to fulfill this contract. 2.1.1.6 Subcontractor: Any individual, person or persons, sole proprietor, firm, partnership, joint venture, corporation, or other legal entity furnishing supplies, services of any nature, equipment, and/or materials to contractor in furtherance of contractor's performance of this contract, at any tier, under oral or written agreement. 2.1.1.7 Board of Supervisors (Board): The Board of Supervisors of the County of Los Angeles acting as governing body. Homeless Services—City Planning Grants Page 4 2.1.1.8 County Project Manager: Person designated by County's Project Director to manage the operations under this contract. 2.1.1.9 County Contract Project Monitor: Person with responsibility to oversee the day to day activities of this contract. Responsibility for inspections of any and all tasks, deliverables, goods, services and other work provided by the contractor. 2.1.1.10 County Project Director: Person designated by County with authority for County on contractual or administrative matters relating to this contract that cannot be resolved by the County's Project Manager. 2.1.1.11 Day(s): Calendar day(s) unless otherwise specified. 2.1.1.12 Contractor Project Manager: The person designated by the Contractor to administer the Contract operations under this Contract 2.1.1.13 Fiscal Year: The twelve(12)month period beginning July 1st and ending the following June 30th. 2.1.1.14 United Way Home for Good Funders Collaborative: a public-private partnership, which collaborates on solutions to end homelessness in Los Angeles County. 3 WORK 3.1 Pursuant to the provisions of this Contract, the Contractor shall fully perform, complete and deliver on time, all tasks, deliverables, services and other work as set forth in herein. 3.2 If the Contractor provides any tasks, deliverables, goods, services, or other work, other than as specified in this contract, the same shall be deemed to be a gratuitous effort on the part of the contractor, and the contractor shall have no claim whatsoever against the County. 4 TERM OF CONTRACT 4.1 The term of this Contract shall commence upon execution by the County's Chief Executive Officer and shall expire in one (1) year, unless sooner terminated or extended, in whole or in part, as provided in this Contract. Homeless Services—City Planning Grants Page 5 5 CONTRACT SUM 5.1 Total Contract Sum 5.1.1 The Maximum Amount of this Contract shall be the amount set forth in Exhibit B — Pricing Schedule, for the term of this Contract as set forth Paragraph 4.0 -Term of Contract, above. Any costs incurred to complete this Contract more than the maximum not-to-exceed cost will be borne by the Contractor. 5.2 Written Approval for Reimbursement 5.2.1 The Contractor shall not be entitled to payment or reimbursement for any tasks or services performed, nor for any incidental or administrative expenses whatsoever incurred in or incidental to performance hereunder, except as specified herein. Assumption or takeover of any of the Contractor's duties, responsibilities, or obligations, or performance of same by any person or entity other than the Contractor, whether through assignment, subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever, shall not occur except with the County's express prior written approval. 5.3 Intentionally Omitted 5.4 No Payment for Services Provided Following Expiration- Termination of Contract 5.4.1 The Contractor shall have no claim against County for payment of any money or reimbursement, of any kind whatsoever, for any service provided by the Contractor after the expiration or other termination of this Contract. Should the Contractor receive any such payment it shall immediately notify County and shall immediately repay all such funds to County. Payment by County for services rendered after expiration-termination of this Contract shall not constitute a waiver of County's right to recover such payment from the Contractor. This provision shall survive the expiration or other termination of this Contract. 5.5 Invoices and Payments 5.5.1 The Contractor shall invoice the County only for providing the tasks, deliverables, goods, services, and other work specified in Exhibit A - Statement of Work and elsewhere hereunder. Homeless Services—City Planning Grants Page 6 The Contractor shall prepare invoices, which shall include the charges owed to the Contractor by the County under the terms of this Contract. The Contractor's payments shall be as provided in Exhibit B (Pricing Schedule) and the Contractor shall be paid only for the tasks, deliverables, goods, services, and other work approved in writing by the County. If the County does not approve work in writing no payment shall be due to the Contractor for that work. 5.5.2 The Contractor's invoices shall be priced in accordance with Exhibit B (Pricing Schedule). 5.5.3 The Contractor's invoices shall contain the information set forth in Exhibit A (Statement of Work) describing the tasks, deliverables, goods, services, work hours, and facility and/or other work for which payment is claimed. 5.5.4 All invoices under this Contract shall be addressed to the following and submitted electronically to the following email address: Homeless Initiative Unit Los Angeles County Chief Executive Office Hall of Administration 500 W. Temple Street, Rm 493 Los Angeles, CA 90012 hiadmina.ceo.lacountv.gov 5.5.5 County Approval of Invoices All invoices submitted by the Contractor for payment must have the written approval of the County's Project Manager prior to any payment thereof. In no event shall the County be liable or responsible for any payment prior to such written approval. Approval for payment will not be unreasonably withheld. 6 ADMINISTRATION OF CONTRACT - COUNTY 6.1 County Administration 6.1.1 A listing of all County Administration referenced in the following subparagraphs are designated in Exhibit D - County's Administration. The County will notify the Contractor in writing of any change in the names or addresses shown. 6.2 County's Project Director Homeless Services—City Planning Grants Page 7 6.2.1 The role of the County's Project Director may include: 6.2.1.1 Coordinating with Contractor and ensuring Contractor's performance of the Contract; however, in no event shall Contractor's obligation to fully satisfy all of the requirements of this Contract be relieved, excused or limited thereby; and 6.2.1.2 Upon request of the Contractor, providing direction to the Contractor, as appropriate in areas relating to County policy, information requirements, and procedural requirements; however, in no event, shall Contractor's obligation to fully satisfy all of the requirements of this Contract be relieved, excused or limited thereby. 6.3 County's Project Manager 6.3.1 The role of the County's Project Manager is authorized to include: 6.3.1.1 Meeting with the Contractor's Project Manager on a regular basis; and 6.3.1.2 Inspecting any and all tasks, deliverables, goods, services, or other work provided by or on behalf of the Contractor; however, in no event shall Contractor's obligation to fully satisfy all of the requirements of this Contract be relieved, excused or limited thereby. The County's Project Manager is not authorized to make any changes in any of the terms and conditions of this Contract and is not authorized to further obligate County in any respect whatsoever. 6.4 County's Contract Project Monitor 6.4.1 The role of the County's Project Monitor is to oversee the day-to-day administration of this Contract; however, in no event shall Contractor's obligation to fully satisfy all of the requirements of this Contract be relieved, excused or limited thereby. The Project Monitor reports to the County's Project Manager. Homeless Services—City Planning Grants Page 8 7 ADMINISTRATION OF CONTRACT - CONTRACTOR 7.1 Contractor Administration A listing of all of Contractor's Administration referenced in the following paragraphs is designated in Exhibit E (Contractor's Administration). The Contractor will notify the County in writing of any change in the names or addresses shown. 7.2 Contractor's Project Manager 7.2.1 The Contractor's Project Manager is designated in Exhibit E (Contractor's Administration). The Contractor shall notify the County in writing of any change in the name or address of the Contractor's Project Manager. 7.2.2 The Contractor's Project Manager shall be responsible for the Contractor's day-to-day activities as related to this Contract and shall meet and coordinate with County's Project Manager and County's Contract Project Monitor on a regular basis. 7.3 Approval of Contractor's Staff 7.3.1 County has the absolute right to approve or disapprove all of the Contractor's staff performing work hereunder and any proposed changes in the Contractor's staff, including, but not limited to, the Contractor's Project Manager. 7.4 Contractor's Staff Identification Contract shall provide, at Contractor's expense, all staff providing services under this Contract with a photo identification badge. 7.5 Background and Security Investigations 7.5.1 Each of Contractor's staff performing services under this Contract, who is in a designated sensitive position, as determined by County in County's sole discretion, shall undergo and pass a background investigation to the satisfaction of County as a condition of beginning and continuing to perform services under this Contract. Such background investigation must be obtained through fingerprints submitted to the California Department of Justice to include State, local, and federal-level review, which may include, but shall not be limited to, criminal conviction information. The fees associated with the background Homeless Services—City Planning Grants Page 9 investigation shall be at the expense of the Contractor, regardless of whether the member of Contractor's staff passes or fails the background investigation. If a member of Contractor's staff does not pass the background investigation, County may request that the member of Contractor's staff be removed immediately from performing services under the Contract. Contractor shall comply with County's request at any time during the term of the Contract. County will not provide to Contractor or to Contractor's staff any information obtained through the County's background investigation 7.5.2 County, in its sole discretion, may immediately deny or terminate facility access to any member of Contractor's staff that does not pass such investigation to the satisfaction of the County or whose background or conduct is incompatible with County facility access. 7.5.3 Disqualification of any member of Contractor's staff pursuant to this Paragraph 7.5 shall not relieve Contractor of its obligation to complete all work in accordance with the terms and conditions of this Contract. 7.6 Confidentiality 7.6.1 Contractor shall maintain the confidentiality of all records and information in accordance with all applicable Federal, State and local laws, rules, regulations, ordinances, directives, guidelines, policies and procedures relating to confidentiality, including, without limitation, County policies concerning information technology security and the protection of confidential records and information. 7.6.2 Contractor shall indemnify, defend, and hold harmless County, its officers, employees, and agents, from and against any and all claims, demands, damages, liabilities, losses, costs and expenses, including, without limitation, defense costs and legal, accounting and other expert, consulting, or professional fees, arising from, connected with, or related to any failure by Contractor, its officers, employees, agents, or subcontractors, to comply with this Paragraph 7.6, as determined by County in its sole judgment. Any legal defense pursuant to contractor's indemnification obligations under this Paragraph 7.6 shall be conducted by contractor and performed by counsel selected by Contractor and approved Homeless Services—City Planning Grants Page 10 by County. Notwithstanding the preceding sentence, County shall have the right to participate in any such defense at its sole cost and expense, except that in the event Contractor fails to provide County with a full and adequate defense, as determined by County in its sole judgment, County shall be entitled to retain its own counsel, including, without limitation, County Counsel, and to reimbursement from Contractor for all such costs and expenses incurred by County in doing so. Contractor shall not have the right to enter into any settlement, agree to any injunction, or make any admission, in each case, on behalf of County without County's prior written approval. 7.6.3 Contractor shall inform all of its officers, employees, agents and subcontractors providing services hereunder of the confidentiality provisions of this Contract. 7.6.4 Contractor shall sign and adhere to the provisions of the "Contractor Acknowledgement and Confidentiality Agreement", Exhibit F. 8 STANDARD TERMS AND CONDITIONS 8.1 Amendments 8.1.1 For any change which affects the scope of work, term, contract sum, payments, or any term or condition included under this Contract, an amendment to the Contract shall be prepared and executed by the contractor and by Chief Executive Officer or his/her designee. 8.1.2 For any change which does not materially affect the statement of work or any other term or condition included under this Contract, a Change Notice shall be prepared and signed by the County's Project Manager and Contractor's Project Manager. 8.1.3 The Chief Executive Officer or designee may require the addition and/or change of certain terms and conditions in the Contract during the term of this Contract. The County reserves the right to add and/or change such provisions as required by the Chief Executive Officer. To implement such changes, an Amendment to the Contract shall be prepared and executed by the contractor and by Chief Executive Officer and his/her designee. 8.1.4 The Chief Executive Officer or his/her designee, may at his/her sole discretion, authorize extensions of time as defined in Paragraph 4 - Term of Contract. The contractor agrees that Homeless Services—City Planning Grants Page 11 such extensions of time shall not change any other term or condition of this Contract during the period of such extensions. To implement an extension of time, an Amendment to the Contract shall be prepared and executed by the contractor and by Chief Executive Officer. 8.2 Notwithstanding Section 8.1.1 above, Assignment and Delegation 8.2.1 The contractor shall not assign its rights or delegate its duties under this Contract, or both, whether in whole or in part, without the prior written consent of County, in its discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this paragraph, County consent shall require a written Amendment to the Contract, which is formally approved and executed by the parties. Any payments by the County to any approved delegatee or assignee on any claim under this Contract shall be deductible, at County's sole discretion, against the claims, which the contractor may have against the County. 8.2.2 Shareholders, partners, members, or other equity holders of contractor may transfer, sell, exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of the Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract. 8.2.3 Any assumption, assignment, delegation, or takeover of any of the contractor's duties, responsibilities, obligations, or performance of same by any person or entity other than the contractor, whether through assignment, subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's express prior written approval, shall be a material breach of the Contract which may result in the termination of this Contract. In the event of such termination, County shall be entitled to pursue the same remedies against contractor as it could pursue in the event of default by contractor. 8.3 Authorization Warranty Homeless Services—City Planning Grants Page 12 8.3.1 The contractor represents and warrants that the person executing this Contract for the contractor is an authorized agent who has actual authority to bind the contractor to each and every term, condition, and obligation of this Contract and that all requirements of the contractor have been fulfilled to provide such actual authority. 8.4 Budget Reductions 8.4.1 In the event that the County's Board of Supervisors adopts, in any fiscal year, a County Budget which provides for reductions in the salaries and benefits paid to the majority of County employees and imposes similar reductions with respect to County contracts, the County reserves the right to reduce its payment obligation under this Contract correspondingly for that fiscal year and any subsequent fiscal year during the term of this Contract (including any extensions), and the services to be provided by the contractor under this Contract shall also be reduced correspondingly. The County's notice to the contractor regarding said reduction in payment obligation shall be provided within thirty (30) calendar days of the Board's approval of such actions. Except as set forth in the preceding sentence, the contractor shall continue to provide all of the services set forth in this Contract. 8.5 Complaints 8.5.1 The contractor shall develop, maintain and operate procedures for receiving, investigating and responding to complaints. 8.5.2 Complaint Procedures 8.5.2.1 Within thirty (30) business days after the Contract effective date, the contractor shall provide the County with the contractor's policy for receiving, investigating and responding to user complaints. 8.5.2.2 The County will review the contractor's policy and provide the contractor with approval of said plan or with requested changes. 8.5.2.3 If the County requests changes in the contractor's policy, the contractor shall make such changes and resubmit the plan within fifteen (15) business days for County approval. Homeless Services—City Planning Grants Page 13 8.5.2.4 If, at any time, the contractor wishes to change the contractor's policy, the contractor shall submit proposed changes to the County for approval before implementation. 8.5.2.5 The contractor shall preliminarily investigate all complaints and notify the County's Project Manager of the status of the investigation within thirty (30) business days of receiving the complaint. 8.5.2.6 When complaints cannot be resolved informally, a system of follow-through shall be instituted which adheres to formal plans for specific actions and strict time deadlines. 8.5.2.7 Copies of all written responses shall be sent to the County's Project Manager within ten (10) business days of mailing to the complainant. 8.6 Compliance with Applicable Law 8.6.1 In the performance of this Contract, contractor shall comply with all applicable Federal, State and local laws, rules, regulations, ordinances, directives, guidelines, policies and procedures, and all provisions required thereby to be included in this Contract are hereby incorporated herein by reference. 8.6.2 Contractor shall indemnify, defend, and hold harmless County, its officers, employees, and agents, from and against any and all claims, demands, damages, liabilities, losses, costs, and expenses, including, without limitation, defense costs and legal, accounting and other expert, consulting or professional fees, arising from, connected with, or related to any failure by contractor, its officers, employees, agents, or subcontractors, to comply with any such laws, rules, regulations, ordinances, directives, guidelines, policies, or procedures, as determined by County in its sole judgment. Any legal defense pursuant to contractor's indemnification obligations under Paragraph 8.6 (Compliance with Applicable Law) shall be conducted by contractor and performed by counsel selected by contractor and approved by County. Notwithstanding the preceding sentence, County shall have the right to participate in any such defense at its sole cost and expense, except that in the event contractor fails to provide County with a full and adequate defense, as determined by County in its sole judgment, County shall be entitled to retain its own counsel, including, without limitation, County Counsel, Homeless Services—City Planning Grants Page 14 and to reimbursement from contractor for all such costs and expenses incurred by County in doing so. Contractor shall not have the right to enter into any settlement, agree to any injunction or other equitable relief, or make any admission, in each case, on behalf of County without County's prior written approval. 8.7 Compliance with Civil Rights Laws 8.7.1 The contractor hereby assures that it will comply with Subchapter VI of the Civil Rights Act of 1964, 42 USC Sections 2000 (e) (1)through 2000 (e) (17), to the end that no person shall, on the grounds of race, creed, color, sex, religion, ancestry, age, condition of physical handicap, marital status, political affiliation, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Contract or under any project, program, or activity supported by this Contract. The contractor shall comply with Exhibit C - Contractor's EEO Certification. 8.8 Compliance with the County's Jury Service Program 8.8.1 Jury Service Program: This Contract is subject to the provisions of the County's ordinance entitled Contractor Employee Jury Service ("Jury Service Program") as codified in Sections 2.203.010 through 2.203.090 of the Los Angeles County Code, a copy of which is attached as Exhibit G and incorporated by reference into and made a part of this Contract. 8.8.2 Written Employee Jury Service Policy. 1. Unless the contractor has demonstrated to the County's satisfaction either that the contractor is not a "contractor" as defined under the Jury Service Program (Section 2.203.020 of the County Code) or that the contractor qualifies for an exception to the Jury Service Program (Section 2.203.070 of the County Code), the contractor shall have and adhere to a written policy that provides that its Employees shall receive from the contractor, on an annual basis, no less than five days of regular pay for actual jury service. The policy may provide that Employees deposit any fees received for such jury service with the contractor or that the contractor deduct Homeless Services—City Planning Grants Page 15 from the Employee's regular pay the fees received for jury service. 2. For purposes of this paragraph, "contractor" means a person, partnership, corporation or other entity which has a contract with the County or a subcontract with a County contractor and has received or will receive an aggregate sum of fifty thousand dollars ($50,000) or more in any twelve (12) month period under one or more County contracts or subcontracts. "Employee" means any California resident who is a full-time employee of the contractor. "Full-time" means forty (40) hours or more worked per week, or a lesser number of hours if: 1) the lesser number is a recognized industry standard as determined by the County, or 2) contractor has a long- standing practice that defines the lesser number of hours as full-time. Full-time employees providing short-term, temporary services of ninety (90) days or less within a twelve (12) month period are not considered full-time for purposes of the Jury Service Program. If the contractor uses any subcontractor to perform services for the County under the Contract, the subcontractor shall also be subject to the provisions of this paragraph. The provisions of this paragraph shall be inserted into any such subcontract agreement and a copy of the Jury Service Program shall be attached to the agreement. 3. If the contractor is not required to comply with the Jury Service Program when the Contract commences, the contractor shall have a continuing obligation to review the applicability of its "exception status" from the Jury Service Program, and the contractor shall immediately notify the County if the contractor at any time either comes within the Jury Service Program's definition of "contractor" or if the contractor no longer qualifies for an exception to the Jury Service Program. In either event, the contractor shall immediately implement a written policy consistent with the Jury Service Program. The County may also require, at any time during the Contract and at its sole discretion, that the contractor demonstrate, to the County's satisfaction that the contractor either continues to remain outside of the Jury Service Program's definition of "contractor" and/or that the contractor continues to qualify for an exception to the Program. Homeless Services—City Planning Grants Page 16 4. Contractor's violation of this paragraph of the Contract may constitute a material breach of the Contract. In the event of such material breach, County may, in its sole discretion, terminate the Contract and/or bar the contractor from the award of future County contracts for a period of time consistent with the seriousness of the breach. 8.9 Conflict of Interest 8.9.1 No County employee whose position with the County enables such employee to influence the award of this Contract or any competing Contract, and no spouse or economic dependent of such employee, shall be employed in any capacity by the contractor or have any other direct or indirect financial interest in this Contract. No officer or employee of the contractor who may financially benefit from the performance of work hereunder shall in any way participate in the County's approval, or ongoing evaluation, of such work, or in any way attempt to unlawfully influence the County's approval or ongoing evaluation of such work. 8.9.2 The contractor shall comply with all conflict of interest laws, ordinances, and regulations now in effector hereafter to be enacted during the term of this Contract. The contractor warrants that it is not now aware of any facts that create a conflict of interest. If the contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such facts to the County. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph shall be a material breach of this Contract. 8.10 Intentionally Omitted 8.11 Consideration of Hiring GAIN-GROW Participants 8.11.1 Should the contractor require additional or replacement personnel after the effective date of this Contract, the contractor shall give consideration for any such employment openings to participants in the County's Department of Public Social Services Greater Avenues for Independence (GAIN) Program or General Relief Opportunity for Work (GROW) Program who meet the contractor's minimum qualifications Homeless Services—City Planning Grants Page 17 for the open position. For this purpose, consideration shall mean that the contractor will interview qualified candidates. The County will refer GAIN-GROW participants by job category to the contractor. Contractors shall report all job openings with job requirements to: GAINGROW@dpss.Iacountv.aov to obtain a list of qualified GAIN/GROW job candidates. 8.11.2 In the event that both laid-off County employees and GAIN/GROW participants are available for hiring, County employees shall be given first priority. 8.12 Contractor Responsibility and Debarment 8.12.1 Responsible Contractor A responsible contractor is a contractor who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily perform the contract. It is the County's policy to conduct business only with responsible contractors. 8.12.2 Chapter 2.202 of the County Code The contractor is hereby notified that, in accordance with Chapter 2.202 of the County Code, if the County acquires information concerning the performance of the contractor on this or other contracts which indicates that the contractor is not responsible, the County may, in addition to other remedies provided in the Contract, debar the contractor from bidding or proposing on, or being awarded, and/or performing work on County contracts for a specified period of time, which generally will not exceed five (5) years but may exceed five (5) years or be permanent if warranted by the circumstances, and terminate any or all existing contracts the contractor may have with the County. 8.12.3 Non-responsible contractor The County may debar a contractor if the Board of Supervisors finds, in its discretion, that the contractor has done any of the following: 1) violated a term of a contract with the County or a nonprofit corporation created by the County, 2) committed an act or omission which negatively reflects on the contractor's quality, fitness or capacity to perform a contract with the County, any other public entity, or a nonprofit corporation created by the County, or engaged Homeless Services—City Planning Grants Page 18 in a pattern or practice which negatively reflects on same, 3) committed an act or offense which indicates a lack of business integrity or business honesty, or 4) made or submitted a false claim against the County or any other public entity. 8.12.4 Contractor Hearing Board 8.12.4.1 If there is evidence that the contractor may be subject to debarment, the Department will notify the contractor in writing of the evidence which is the basis for the proposed debarment and will advise the contractor of the scheduled date for a debarment hearing before the Contractor Hearing Board. 8.12.4.2 The Contractor Hearing Board will conduct a hearing where evidence on the proposed debarment is presented. The contractor and/or the contractor's representative shall be given an opportunity to submit evidence at that hearing. After the hearing, the Contractor Hearing Board shall prepare a tentative proposed decision, which shall contain a recommendation regarding whether the contractor should be debarred, and, if so, the appropriate length of time of the debarment. The contractor and the Department shall be provided an opportunity to object to the tentative proposed decision prior to its presentation to the Board of Supervisors. 8.12.4.3 After consideration of any objections, or if no objections are submitted, a record of the hearing, the proposed decision, and any other recommendation of the Contractor Hearing Board shall be presented to the Board of Supervisors. The Board of Supervisors shall have the right to modify, deny, or adopt the proposed decision and recommendation of the Contractor Hearing Board. 8.12.4.4 If a contractor has been debarred for a period longer than five (5) years, that contractor may after the debarment has been in effect for at least five (5) years, submit a written request for review of the debarment determination to reduce the period of debarment or terminate the debarment. The County may, in its discretion, reduce the Homeless Services-City Planning Grants Page 19 period of debarment or terminate the debarment if it finds that the contractor has adequately demonstrated one or more of the following: 1) elimination of the grounds for which the debarment was imposed; 2) a bona fide change in ownership or management; 3) material evidence discovered after debarment was imposed; or 4)any other reason that is in the best interests of the County. 8.12.4.5 The Contractor Hearing Board will consider a request for review of a debarment determination only where 1) the contractor has been debarred for a period longer than five (5) years; 2) the debarment has been in effect for at least five (5) years; and 3) the request is in writing, states one or more of the grounds for reduction of the debarment period or termination of the debarment, and includes supporting documentation. Upon receiving an appropriate request, the Contractor Hearing Board will provide notice of the hearing on the request. At the hearing, the Contractor Hearing Board shall conduct a hearing where evidence on the proposed reduction of debarment period or termination of debarment is presented. This hearing shall be conducted and the request for review decided by the Contractor Hearing Board pursuant to the same procedures as for a debarment hearing. 8.12.4.6 The Contractor Hearing Board's proposed decision shall contain a recommendation on the request to reduce the period of debarment or terminate the debarment. The Contractor Hearing Board shall present its proposed decision and recommendation to the Board of Supervisors. The Board of Supervisors shall have the right to modify, deny, or adopt the proposed decision and recommendation of the Contractor Hearing Board. 8.12.5 Subcontractors of Contractor These terms shall also apply to subcontractors of County contractors. Homeless Services—City Planning Grants Page 20 8.13 Contractor's Acknowledgement of County's Commitment to Safely Surrendered Baby Law 8.13.1 The contractor acknowledges that the County places a high priority on the implementation of the Safely Surrendered Baby Law. The contractor understands that it is the County's policy to encourage all County contractors to voluntarily post the County's "Safely Surrendered Baby Law" poster, in Exhibit H, in a prominent position at the contractor's place of business. The contractor will also encourage its subcontractors, if any, to post this poster in a prominent position in the subcontractor's place of business. Information and posters for printing are available at www.babysafela.org. 8.14 Contractor's Warranty of Adherence to County's Child Support Compliance Program 8.14.1 The contractor acknowledges that the County has established a goal of ensuring that all individuals who benefit financially from the County through contracts are in compliance with their court-ordered child, family and spousal support obligations in order to mitigate the economic burden otherwise imposed upon the County and its taxpayers. 8.14.2 As required by the County's Child Support Compliance Program (County Code Chapter 2.200) and without limiting the contractor's duty under this Contract to comply with all applicable provisions of law, the contractor warrants that it is now in compliance and shall during the term of this Contract maintain in compliance with employment and wage reporting requirements as required by the Federal Social Security Act (42 USC Section 653a) and California Unemployment Insurance Code Section 1088.5, and shall implement all lawfully served Wage and Earnings Withholding Orders or Child Support Services Department Notices of Wage and Earnings Assignment for Child, Family or Spousal Support, pursuant to Code of Civil Procedure Section 706.031 and Family Code Section 5246(b). 8.15 County's Quality Assurance Plan The County or its agent(s) will monitor the contractor's performance under this Contract on not less than an annual basis. Such monitoring will include assessing the contractor's compliance with all Contract terms and conditions and performance standards. Contractor deficiencies which the County determines are significant or continuing and that may place performance of the Contract in jeopardy if not Homeless Services—City Planning Grants Page 21 corrected will be reported to the Board of Supervisors and listed in the appropriate contractor performance database. The report to the Board will include improvement/corrective action measures taken by the County and the contractor. If improvement does not occur consistent with the corrective action measures, the County may terminate this Contract or impose other penalties as specified in this Contract. 8.16 Damage to County Facilities, Buildings or Grounds 8.16.1 The contractor shall repair, or cause to be repaired, at its own cost, any and all damage to County facilities, buildings, or grounds caused by the contractor or employees or agents of the contractor. Such repairs shall be made immediately after the contractor has become aware of such damage, but in no event later than thirty (30) days after the occurrence. 8.16.2 If the contractor fails to make timely repairs, County may make any necessary repairs. All costs incurred by County, as determined by County, for such repairs shall be repaid by the contractor by cash payment upon demand. 8.17 Employment Eligibility Verification 8.17.1 The contractor warrants 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 Contract meet the citizenship or alien status requirements set forth in Federal and State statutes and regulations. The contractor shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal and State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, (P.L. 99-603), or as they currently exist and as they may be hereafter amended. The contractor shall retain all such documentation for all covered employees for the period prescribed by law. 8.17.2 The contractor shall indemnify, defend, and hold harmless, the County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the contractor or the 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 Contract. Homeless Services—City Planning Grants Page 22 8.18 Facsimile Representations The County and the contractor hereby agree to regard facsimile representations of original signatures of authorized officers of each party, when appearing in appropriate places on the Contract Signature page, Amendments prepared pursuant to Paragraph 8.1 (Amendments) and received via communications facilities, as legally sufficient evidence that such original signatures have been affixed to this Contract. 8.19 Fair Labor Standards 8.19.1 The contractor shall comply with all applicable provisions of the Federal Fair Labor Standards Act and shall indemnify, defend, and hold harmless the County and its agents, officers, and employees from any and all liability, including, but not limited to, wages, overtime pay, liquidated damages, penalties, court costs, and attorneys' fees arising under any wage and hour law, including, but not limited to, the Federal Fair Labor Standards Act, for work performed by the contractor's employees for which the County may be found jointly or solely liable. 8.20 Force Majeure 8.20.1 Neither party shall be liable for such party's failure to perform its obligations under and in accordance with this Contract, if such failure arises out of fires, floods, epidemics, quarantine restrictions, other natural occurrences, strikes, lockouts (other than a lockout by such party or any of such party's subcontractors), freight embargoes, or other similar events to those described above, but in every such case the failure to perform must be totally beyond the control and without any fault or negligence of such party (such events are referred to in this paragraph as "force majeure events"). 8.20.2 Notwithstanding the foregoing, a default by a subcontractor of contractor shall not constitute a force majeure event, unless such default arises out of causes beyond the control of both contractor and such subcontractor, and without any fault or negligence of either of them. In such case, contractor shall not be liable for failure to perform, unless the goods or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit contractor to meet the required performance schedule. As used in this subparagraph, the term Homeless Services—City Planning Grants Page 23 "subcontractor" and "subcontractors" mean subcontractors at any tier. 8.20.3 In the event contractor's failure to perform arises out of a force majeure event, contractor agrees to use commercially reasonable best efforts to obtain goods or services from other sources, if applicable, and to otherwise mitigate the damages and reduce the delay caused by such force majeure event. 8.21 Governing Law, Jurisdiction, and Venue This Contract shall be governed by, and construed in accordance with, the laws of the State of California. The contractor agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Contract and further agrees and consents that venue of any action brought hereunder shall be exclusively in the County of Los Angeles. 8.22 Independent Contractor Status 8.22.1 This Contract is by and between the County and the contractor and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between the County and the contractor. The employees and agents of one party shall not be, or be construed to be, the employees or agents of the other party for any purpose whatsoever. 8.22.2 The contractor shall be solely liable and responsible for providing to, or on behalf of, all persons performing work pursuant to this Contract all compensation and benefits. The County shall have no liability or responsibility for the payment of any salaries, wages, unemployment benefits, disability benefits, Federal, State, or local taxes, or other compensation, benefits, or taxes for any personnel provided by or on behalf of the contractor. 8.22.3 The contractor understands and agrees that all persons performing work pursuant to this Contract are, for purposes of Workers' Compensation liability, solely employees of the contractor and not employees of the County. The contractor shall be solely liable and responsible for furnishing any and all Workers' Compensation benefits to any person as a result of any injuries arising from or connected with any work performed by or on behalf of the contractor pursuant to this Contract. Homeless Services—City Planning Grants Page 24 8.22.4 The contractor shall adhere to the provisions stated in Paragraph 7.6 (Confidentiality). 8.23 Mutual Indemnification Contractor shall indemnify, defend and hold harmless County, its trustees, officers, agents, and employees from and against any and all liability, loss, expense (including reasonable attorney's fees), or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Contractor, its trustees, officers, agents or employees. County shall indemnify, defend and hold harmless Contractor, its trustees, officers, agents, and employees from and against any and all liability, loss, expense (including reasonable attorney's fees), or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of County, its trustees, officers, agents or employees. 8.24 General Provisions for all Insurance Coverage 8.24.1 Without limiting contractor's indemnification of County, and in the performance of this Contract and until all of its obligations pursuant to this Contract have been met, contractor shall provide and maintain at its own expense insurance coverage satisfying the requirements specified in Paragraphs 8.24 and 8.25 of this Contract. These minimum insurance coverage terms, types and limits (the "Required Insurance") also are in addition to and separate from any other contractual obligation imposed upon contractor pursuant to this Contract. The County in no way warrants that the Required Insurance is sufficient to protect the contractor for liabilities which may arise from or relate to this Contract. 8.24.2 Evidence of Coverage and Notice to County 8.24.2.1 Certificate(s) of insurance coverage (Certificate) satisfactory to County, and a copy of an Additional Insured endorsement confirming County and its Agents (defined below) has been given Insured status under the contractor's General Liability policy, shall be delivered to Homeless Services—City Planning Grants Page 25 County at the address shown below and provided prior to commencing services under this Contract. 8.24.2.2 Renewal Certificates shall be provided to County not less than ten (10) days prior to contractor's policy expiration dates. The County reserves the right to obtain complete, certified copies of any required contractor and/or subcontractor insurance policies at any time. 8.24.2.3 Certificates shall identify all Required Insurance coverage types and limits specified herein, reference this Contract by name or number, and be signed by an authorized representative of the insurer(s). The Insured party named on the Certificate shall match the name of the contractor identified as the contracting party in this Contract. Certificates shall provide the full name of each insurer providing coverage, its NAIC (National Association of Insurance Commissioners) identification number, its financial rating, the amounts of any policy deductibles or self-insured retentions exceeding fifty thousand dollars ($50,000), and list any County required endorsement forms. 8.24.2.4 Neither the County's failure to obtain, nor the County's receipt of, or failure to object to a non- complying insurance certificate or endorsement, or any other insurance documentation or information provided by the contractor, its insurance broker(s) and/or insurer(s), shall be construed as a waiver of any of the Required Insurance provisions. 8.24.2.5 Certificates and copies of any required endorsements shall be sent to: County of Los Angeles Homeless Initiative Unit - INSURANCE Chief Executive Office Hall of Administration 500 W. Temple Street, Rm 493 Los Angeles, CA 90012 hiadmin(a�ceo.lacountv.gov Homeless Services—City Planning Grants Page 26 8.24.2.6 Contractor also shall promptly report to County any injury or property damage accident or incident, including any injury to a contractor employee occurring on County property, and any loss, disappearance, destruction, misuse, or theft of County property, monies or securities entrusted to contractor. Contractor also shall promptly notify County of any third party claim or suit filed against contractor or any of its subcontractors which arises from or relates to this Contract, and could result in the filing of a claim or lawsuit against contractor and/or County. 8.24.3 Additional Insured Status and Scope of Coverage The County of Los Angeles, its Special Districts, Elected Officials, Officers, Agents, employees and volunteers (collectively County and its Agents) shall be provided additional insured status under contractor's General Liability policy with respect to liability arising out of contractor's ongoing and completed operations performed on behalf of the County. County and its Agents additional insured status shall apply with respect to liability and defense of suits arising out of the contractor's acts or omissions, whether such liability is attributable to the contractor or to the County. The full policy limits and scope of protection also shall apply to the County and its Agents as an additional insured, even if they exceed the County's minimum Required Insurance specifications herein. Use of an automatic additional insured endorsement form is acceptable providing it satisfies the Required Insurance provisions herein. 8.24.4 Cancellation of or Changes in Insurance Contractor shall provide County with, or contractor's insurance policies shall contain a provision that County shall receive, written notice of cancellation or any change in Required Insurance, including insurer, limits of coverage, term of coverage or policy period. The written notice shall be provided to County at least ten (10) days in advance of cancellation for non-payment of premium and thirty (30) days in advance for any other cancellation or policy change. Failure to provide written notice of cancellation or any change in Required Insurance may constitute a material breach of the Contract, in the sole discretion of the County, Homeless Services—City Planning Grants Page 27 upon which the County may suspend or terminate this Contract. 8.24.5 Failure to Maintain Insurance contractor's failure to maintain or to provide acceptable evidence that it maintains the Required Insurance shall constitute a material breach of the Contract, upon which County immediately may withhold payments due to contractor, and/or suspend or terminate this Contract. County, at its sole discretion, may obtain damages from contractor resulting from said breach. Alternatively, the County may purchase the Required Insurance, and without further notice to contractor, deduct the premium cost from sums due to contractor or pursue contractor reimbursement. 8.24.6 Insurer Financial Ratings Coverage shall be placed with insurers acceptable to the County with A.M. Best ratings of not less than A:VII unless otherwise approved by County. 8.24.7 Contractor's Insurance Shall Be Primary Contractor's insurance policies, with respect to any claims related to this Contract, shall be primary with respect to all other sources of coverage available to contractor. Any County maintained insurance or self-insurance coverage shall be in excess of and not contribute to any contractor coverage. 8.24.8 Waivers of Subrogation To the fullest extent permitted by law, the contractor hereby waives its rights and its insurer(s)' rights of recovery against County under all the Required Insurance for any loss arising from or relating to this Contract. The contractor shall require its insurers to execute any waiver of subrogation endorsements which may be necessary to effect such waiver. 8.24.9 Subcontractor Insurance Coverage Requirements Contractor shall include all subcontractors as insureds under contractor's own policies, or shall provide County with each subcontractor's separate evidence of insurance coverage. Contractor shall be responsible for verifying each Homeless Services—City Planning Grants Page 28 subcontractor complies with the Required Insurance provisions herein, and shall require that each subcontractor name the County and contractor as additional insureds on the subcontractor's General Liability policy. Contractor shall obtain County's prior review and approval of any subcontractor request for modification of the Required Insurance. 8.24.10 Deductibles and Self-Insured Retentions (SIRs) Contractor's policies shall not obligate the County to pay any portion of any contractor deductible or SIR. The County retains the right to require contractor to reduce or eliminate policy deductibles and SIRs as respects the County, or to provide a bond guaranteeing contractor's payment of all deductibles and SIRs, including all related claims investigation, administration and defense expenses. Such bond shall be executed by a corporate surety licensed to transact business in the State of California. 8.24.11 Claims Made Coverage If any part of the Required Insurance is written on a claims made basis, any policy retroactive date shall precede the effective date of this Contract. Contractor understands and agrees it shall maintain such coverage for a period of not less than three (3) years following Contract expiration, termination or cancellation. 8.24.12 Application of Excess Liability Coverage Contractors may use a combination of primary and excess insurance policies which provide coverage as broad as the underlying primary policies, to satisfy the Required Insurance provisions. 8.24.13 Separation of Insureds All liability policies shall provide cross-liability coverage as would be afforded by the standard ISO (Insurance Services Office, Inc.) separation of insureds provision with no insured versus insured exclusions or limitations. 8.24.14 Alternative Risk Financing Programs The County reserves the right to review, and then approve, Contractor use of self-insurance, risk retention groups, risk Homeless Services—City Planning Grants Page 29 purchasing groups, pooling arrangements and captive insurance to satisfy the Required Insurance provisions. The County and its Agents shall be designated as an Additional Covered Party under any approved program. 8.24.15 County Review and Approval of Insurance Requirements The County reserves the right to review and adjust the Required Insurance provisions, conditioned upon County's determination of changes in risk exposures. 8.25 Insurance Coverage 8.25.1 Commercial General Liability insurance (providing scope of coverage equivalent to ISO policy form CG 00 01), naming County and its Agents as an additional insured, with limits of not less than: General Aggregate: $2 million Products/Completed Operations Aggregate: $1 million Personal and Advertising Injury: $1 million Each Occurrence: $1 million 8.25.2 Automobile Liability insurance (providing scope of coverage equivalent to ISO policy form CA 00 01)with limits of not less than $1 million for bodily injury and property damage, in combined or equivalent split limits, for each single accident. Insurance shall cover liability arising out of contractor's use of autos pursuant to this Contract, including owned, leased, hired, and/or non-owned autos, as each may be applicable. 8.25.3 Workers Compensation and Employers' Liability insurance or qualified self-insurance satisfying statutory requirements, which includes Employers' Liability coverage with limits of not less than one million ($1,000,000) per accident. If contractor will provide leased employees, or, is an employee leasing or temporary staffing firm or a professional employer organization (PEO), coverage also shall include an Alternate Employer Endorsement (providing scope of coverage equivalent to ISO policy form WC 00 03 01 A) naming the County as the Alternate Employer, and the endorsement form shall be modified to Homeless Services—City Planning Grants Page 30 provide that County will receive not less than thirty (30) days advance written notice of cancellation of this coverage provision. If applicable to contractor's operations, coverage also shall be arranged to satisfy the requirements of any federal workers or workmen's compensation law or any federal occupational disease law. 8.25.4 Unique Insurance Coverage 8.25.4.1 Sexual Misconduct Liability Insurance covering actual or alleged claims for sexual misconduct and/or molestation with limits of not less than two million ($2,000,000) per claim and two million ($2,000,000) aggregate, and claims for negligent employment, investigation, supervision, training or retention of, or failure to report to proper authorities, a person(s) who committed any act of abuse, molestation, harassment, mistreatment or maltreatment of a sexual nature. 8.25.4.2 Professional Liability-Errors and Omissions Insurance covering contractor's liability arising from or related to this Contract, with limits of not less than one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) aggregate. Further, contractor understands and agrees it shall maintain such coverage for a period of not less than three (3) years following this Agreement's expiration, termination or cancellation. 8.26 Liquidated Damages 8.26.1 If, in the judgment of the Chief Executive Officer, or his/her designee, the contractor is deemed to be non-compliant with the terms and obligations assumed hereby, the Chief Executive Officer, or his/her designee, at his/her option, in addition to, or in lieu of, other remedies provided herein, may withhold the entire monthly payment or deduct pro rata from the contractor's invoice for work not performed. A description of the work not performed and the amount to be withheld or deducted from payments to the contractor from the County, will be forwarded to the contractor by the Chief Homeless Services—City Planning Grants Page 31 Executive Officer, or his/her designee, in a written notice describing the reasons for said action. 8.26.2 If the Chief Executive Officer, or his/her designee, determines that there are deficiencies in the performance of this Contract that the Chief Executive Officer, or his/her designee, deems are correctable by the contractor over a certain time span, the Chief Executive Officer, or his/her designee, will provide a written notice to the contractor to correct the deficiency within specified time frames. Should the contractor fail to correct deficiencies within said time frame, the Chief Executive Officer, or his/her designee, may: (a) Deduct from the contractor's payment, pro rata, those applicable portions of the Monthly Contract Sum; and/or (b) Deduct liquidated damages. The parties agree that it will be impracticable or extremely difficult to fix the extent of actual damages resulting from the failure of the contractor to correct a deficiency within the specified time frame. The parties hereby agree that under the current circumstances a reasonable estimate of such damages is one hundred dollars ($100) per day per infraction, and that the contractor shall be liable to the County for liquidated damages in said amount. Said amount shall be deducted from the County's payment to the contractor; and/or (c) Upon giving five (5) days notice to the contractor for failure to correct the deficiencies, the County may correct any and all deficiencies and the total costs incurred by the County for completion of the work by an alternate source, whether it be County forces or separate private contractor, will be deducted and forfeited from the payment to the contractor from the County, as determined by the County. 8.26.3 The action noted in Paragraph 8.26.2 shall not be construed as a penalty, but as adjustment of payment to the contractor to recover the County cost due to the failure of the contractor to complete or comply with the provisions of this Contract. 8.26.4 This Paragraph shall not, in any manner, restrict or limit the County's right to damages for any breach of this Contract provided by law or as specified in the PRS or Paragraph 8.26.2, and shall not, in any manner, restrict or limit the County's right to terminate this Contract as agreed to herein. 8.27 Most Favored Public Entity 8.27.1 If the contractor's prices decline, or should the contractor at any time during the term of this Contract provide the same Homeless Services—City Planning Grants Page 32 goods or services under similar quantity and delivery conditions to the State of California or any county, municipality, or district of the State at prices below those set forth in this Contract, then such lower prices shall be immediately extended to the County. 8.28 Nondiscrimination and Affirmative Action 8.28.1 The contractor certifies and agrees that all persons employed by it, its affiliates, subsidiaries, or holding companies are and shall be treated equally without regard to or because of race, color, religion, ancestry, national origin, sex, age, physical or mental disability, marital status, or political affiliation, in compliance with all applicable Federal and State anti-discrimination laws and regulations. 8.28.2 The contractor shall certify to, and comply with, the provisions of Exhibit C (Contractor's EEO Certification). 8.28.3 The contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to race, color, religion, ancestry, national origin, sex, age, physical or mental disability, marital status, or political affiliation, in compliance with all applicable Federal and State anti-discrimination laws and regulations. Such action shall include, but is not limited to: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 8.28.4 The contractor certifies and agrees that it will deal with its subcontractors, bidders, or vendors without regard to or because of race, color, religion, ancestry, national origin, sex, age, physical or mental disability, marital status, or political affiliation. 8.28.5 The contractor certifies and agrees that it, its affiliates, subsidiaries, or holding companies shall comply with all applicable Federal and State laws and regulations to the end that no person shall, on the grounds of race, color, religion, ancestry, national origin, sex, age, physical or mental disability, marital status, or political affiliation, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Contract or under any project, program, or activity supported by this Contract. Homeless Services—City Planning Grants Page 33 8.28.6 The contractor shall allow County representatives access to the contractor's employment records during regular business hours to verify compliance with the provisions of this Paragraph 8.28 (Nondiscrimination and Affirmative Action) when so requested by the County. 8.28.7 If the County finds that any provisions of this Paragraph 8.28 (Nondiscrimination and Affirmative Action) have been violated, such violation shall constitute a material breach of this Contract upon which the County may terminate or suspend this Contract. While the County reserves the right to determine independently that the anti-discrimination provisions of this Contract have been violated, in addition, a determination by the California Fair Employment and Housing Commission or the Federal Equal Employment Opportunity Commission that the contractor has violated Federal or State anti-discrimination laws or regulations shall constitute a finding by the County that the contractor has violated the anti-discrimination provisions of this Contract. 8.28.8 The parties agree that in the event the contractor violates any of the anti-discrimination provisions of this Contract, the County shall, at its sole option, be entitled to the sum of five hundred dollars ($500) for each such violation pursuant to California Civil Code Section 1671 as liquidated damages in lieu of terminating or suspending this Contract. 8.29 Non Exclusivity 8.29.1 Nothing herein is intended nor shall be construed as creating any exclusive arrangement with the contractor. This Contract shall not restrict County from acquiring similar, equal or like goods and/or services from other entities or sources. 8.30 Notice of Delays 8.30.1 Except as otherwise provided under this Contract, when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Contract, that party shall, within one (1) business day, give notice thereof, including all relevant information with respect thereto, to the other party. Homeless Services—City Planning Grants Page 34 8.31 Notice of Disputes 8.31.1 The contractor shall bring to the attention of the County's Project Manager and/or County's Project Director any dispute between the County and the contractor regarding the performance of services as stated in this Contract. If the County's Project Manager or County's Project Director is not able to resolve the dispute, the Chief Executive Officer, or designee shall resolve it. 8.32 Notice to Employees Regarding the Federal Earned Income Credit 8.32.1 The contractor shall notify its employees, and shall require each subcontractor to notify its employees, that they may be eligible for the Federal Earned Income Credit under the federal income tax laws. Such notice shall be provided in accordance with the requirements set forth in Internal Revenue Service Notice No. 1015. 8.33 Notice to Employees Regarding the Safely Surrendered Baby Law 8.33.1 The contractor shall notify and provide to its employees, and shall require each subcontractor to notify and provide to its employees, information regarding the Safely Surrendered Baby Law, its implementation in Los Angeles County, and where and how to safely surrender a baby. The information is set forth in Exhibit H, Safely Surrendered Baby Law of this Contract. Additional information is available at www.babvsafela.orq. 8.34 Notices 8.34.1 All notices or demands required or permitted to be given or made under this Contract shall be in writing and shall be hand delivered with signed receipt or mailed by first-class registered or certified mail, postage prepaid, addressed to the parties as identified in Exhibits D (County's Administration) and E (Contractor's Administration). Addresses may be changed by either party giving ten (10) days prior written notice thereof to the other party. The Chief Executive Officer or his/her designee shall have the authority to issue all notices or demands required or permitted by the County under this Contract. Homeless Services—City Planning Grants Page 35 8.35 Prohibition Against Inducement or Persuasion 8.35.1 Notwithstanding the above, the contractor and the County agree that, during the term of this Contract and for a period of one year thereafter, neither party shall in any way intentionally induce or persuade any employee of one party to become an employee or agent of the other party. No bar exists against any hiring action initiated through a public announcement. 8.36 Public Records Act 8.36.1 Any documents submitted by the contractor; all information obtained in connection with the County's right to audit and inspect the contractor's documents, books, and accounting records pursuant to Paragraph 8.38 (Record Retention and Inspection-Audit Settlement)of this Contract; as well as those documents which were required to be submitted in response to the Request for Proposals (RFP) used in the solicitation process for this Contract, if applicable, become the exclusive property of the County. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those elements in the California Government Code Section 6250 et seq. (Public Records Act) and which are marked "trade secret", "confidential", or "proprietary". The County shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction. 8.36.2 In the event the County is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contents of a proposal marked "trade secret", "confidential", or "proprietary", the contractor agrees to defend and indemnify the County from all costs and expenses, including reasonable attorney's fees, in action or liability arising under the Public Records Act. 8.37 Publicity 8.37.1 The contractor shall not disclose any details in connection with this Contract to any person or entity except as may be otherwise provided hereunder or required by law. However, in recognizing the contractor's need to identify its services and related clients to sustain itself, the County shall not inhibit Homeless Services—City Planning Grants Page 36 the contractor from publishing its role under this Contract within the following conditions: 8.37.1.1 The contractor shall develop all publicity material in a professional manner; and 8.37.1.2 During the term of this Contract, the contractor shall not, and shall not authorize another to, publish or disseminate any commercial advertisements, press releases, feature articles, or other materials using the name of the County without the prior written consent of the County's Project Director. The County shall not unreasonably withhold written consent. 8.37.2 The contractor may, without the prior written consent of County, indicate in its proposals and sales materials that it has been awarded this Contract with the County of Los Angeles, provided that the requirements of this Paragraph 8.37 (Publicity) shall apply. 8.38 Record Retention and Inspection-Audit Settlement 8.38.1 The contractor shall maintain accurate and complete financial records of its activities and operations relating to this Contract in accordance with generally accepted accounting principles. The contractor shall also maintain accurate and complete employment and other records relating to its performance of this Contract. The contractor agrees that the County, or its authorized representatives, shall have access to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, or record relating to this Contract. All such material, including, but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign-in/sign-out sheets and other time and employment records, and proprietary data and information, shall be kept and maintained by the contractor and shall be made available to the County during the term of this Contract and for a period of five (5) years thereafter unless the County's written permission is given to dispose of any such material prior to such time. All such material shall be maintained by the contractor at a location in Los Angeles County, provided that if any such material is located outside Los Angeles County, then, at the County's option, the contractor shall pay the County for travel, per diem, and other costs incurred by the County to examine, audit, excerpt, copy, or transcribe such material at such other location. Homeless Services—City Planning Grants Page 37 8.38.2 In the event that an audit of the contractor is conducted specifically regarding this Contract by any Federal or State auditor, or by any auditor or accountant employed by the contractor or otherwise, then the contractor shall file a copy of such audit report with the County's Auditor-Controller within thirty (30) days of the contractor's receipt thereof, unless otherwise provided by applicable Federal or State law or under this Contract. Subject to applicable law, the County shall make a reasonable effort to maintain the confidentiality of such audit report(s) 8.38.3 Failure on the part of the contractor to comply with any of the provisions of this subparagraph 8.38 shall constitute a material breach of this Contract upon which the County may terminate or suspend this Contract. 8.38.3 If, at any time during the term of this Contract or within five (5) years after the expiration or termination of this Contract, representatives of the County conduct an audit of the contractor regarding the work performed under this Contract, and if such audit finds that the County's dollar liability for any such work is less than payments made by the County to the contractor, then the difference shall be either: a) repaid by the contractor to the County by cash payment upon demand or b) at the sole option of the County's Auditor-Controller, deducted from any amounts due to the contractor from the County, whether under this Contract or otherwise. If such audit finds that the County's dollar liability for such work is more than the payments made by the County to the contractor, then the difference shall be paid to the contractor by the County by cash payment, provided that in no event shall the County's maximum obligation for this Contract exceed the funds appropriated by the County for the purpose of this Contract. 8.39 Recycled Bond Paper 8.39.1 Consistent with the Board of Supervisors' policy to reduce the amount of solid waste deposited at the County landfills, the contractor agrees to use recycled-content paper to the maximum extent possible on this Contract. 8.40 Subcontracting Homeless Services—City Planning Grants Page 38 8.40.1 The requirements of this Contract may not be subcontracted by the contractor without the advance approval of the County. Any attempt by the contractor to subcontract without the prior consent of the County may be deemed a material breach of this Contract. 8.40.2 If the contractor desires to subcontract, the contractor shall provide the following information promptly at the County's request: 8.40.2.1 A description of the work to be performed by the subcontractor; 8.40.2.2 A draft copy of the proposed subcontract; and 8.40.2.3 Other pertinent information and/or certifications requested by the County. 8.40.3 The contractor shall indemnify, defend, and hold the County harmless with respect to the activities of each and every subcontractor in the same manner and to the same degree as if such subcontractor(s) were the contractor employees. Any entity hired by Contractor shall indemnify, defend and hold harmless the County, its Special Districts, elected and appointed officers, employees, agents and volunteers ("County Indemnitees") from and against any and all liability, including but not limited to demands, claims, actions, fees, costs, and expenses (including attorney and expert witness fees), arising from or relating to this Contract, except for such loss or damage arising from the sole negligence or willful misconduct of the County Indemnitees. 8.40.4 The contractor shall remain fully responsible for all performances required of it under this Contract, including those that the contractor has determined to subcontract, notwithstanding the County's approval of the contractor's proposed subcontract. 8.40.5 The County's consent to subcontract shall not waive the County's right to prior and continuing approval of any and all personnel, including subcontractor employees, providing services under this Contract. The contractor is responsible to notify its subcontractors of this County right. 8.40.6 The County's Project Director is authorized to act for and on behalf of the County with respect to approval of any subcontract and subcontractor employees. After approval of Homeless Services—City Planning Grants Page 39 the subcontract by the County, contractor shall forward a fully executed subcontract to the County for their files. 8.40.7 The contractor shall be solely liable and responsible for all payments or other compensation to all subcontractors and their officers, employees, agents, and successors in interest arising through services performed hereunder, notwithstanding the County's consent to subcontract. 8.40.8 The contractor shall obtain certificates of insurance, which establish that the subcontractor maintains all the programs of insurance required by the County from each approved subcontractor. Before any subcontractor employee may perform any work hereunder, contractor shall ensure delivery of all such documents to: County of Los Angeles Homeless Initiative Unit - INSURANCE Chief Executive Office Hall of Administration 500 W. Temple Street, Rm 493 Los Angeles, CA 90012 hiadmin(u�ceo.lacounty.gov_ 8.41 Termination for Breach of Warranty to Maintain Compliance with County's Child Support Compliance Program 8.41.1 Failure of the contractor to maintain compliance with the requirements set forth in Paragraph 8.14 (Contractor's Warranty of Adherence to County's Child Support Compliance Program) shall constitute default under this Contract. Without limiting the rights and remedies available to the County under any other provision of this Contract, failure of the contractor to cure such default within ninety(90) calendar days of written notice shall be grounds upon which the County may terminate this Contract pursuant to Paragraph 8.43 (Termination for Default) and pursue debarment of the contractor, pursuant to County Code Chapter 2.202. 8.42 Termination for Convenience 8.42.1 This Contract may be terminated, in whole or in part, from time to time, when such action is deemed by the County, in its sole discretion, to be in its best interest. Termination of work hereunder shall be effected by notice of termination to the contractor specifying the extent to which performance of Homeless Services—City Planning Grants Page 40 determined by the County, for such similar goods and services. The contractor shall continue the performance of this Contract to the extent not terminated under the provisions of this paragraph. 8.43.3 Except with respect to defaults of any subcontractor, the contractor shall not be liable for any such excess costs of the type identified in Paragraph 8.43.2 if its failure to perform this Contract arises out of causes beyond the control and without the fault or negligence of the contractor. Such causes may include, but are not limited to: acts of God or of the public enemy, acts of the County in either its sovereign or contractual capacity, acts of Federal or State governments in their sovereign capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case, the failure to perform must be beyond the control and without the fault or negligence of the contractor. If the failure to perform is caused by the default of a subcontractor, and if such default arises out of causes beyond the control of both the contractor and subcontractor, and without the fault or negligence of either of them, the contractor shall not be liable for any such excess costs for failure to perform, unless the goods or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the contractor to meet the required performance schedule. As used in this paragraph, the term "subcontractor(s)" means subcontractor(s) at any tier. 8.43.4 If, after the County has given notice of termination under the provisions of Paragraph 8.43 (Termination for Default) it is determined by the County that the contractor was not in default under the provisions of Paragraph 8.43 (Termination for Default) or that the default was excusable under the provisions of subparagraph 8.43.3, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to Paragraph 8.42 (Termination for Convenience). 8.43.5 The rights and remedies of the County provided in this Paragraph 8.43 (Termination for Default) shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. 8.44 Termination for Improper Consideration 8.44.1 The County may, by written notice to the contractor, Homeless Services—City Planning Grants Page 42 immediately terminate the right of the contractor to proceed under this Contract if it is found that consideration, in any form, was offered or given by the contractor, either directly or through an intermediary, to any County officer, employee, or agent with the intent of securing this Contract or securing favorable treatment with respect to the award, amendment, or extension of this Contract or the making of any determinations with respect to the contractor's performance pursuant to this Contract. In the event of such termination, the County shall be entitled to pursue the same remedies against the contractor as it could pursue in the event of default by the contractor. 8.44.2 The contractor shall immediately report any attempt by a County officer or employee to solicit such improper consideration. The report shall be made either to the County manager charged with the supervision of the employee or to the County Auditor-Controller's Employee Fraud Hotline at (800) 544-6861. 8.44.3 Among other items, such improper consideration may take the form of cash, discounts, services, the provision of travel or entertainment, or tangible gifts. 8.45 Termination for Insolvency 8.45.1 The County may terminate this Contract forthwith in the event of the occurrence of any of the following: 8.45.1.1 Insolvency of the contractor. The contractor shall be deemed to be insolvent if it has ceased to pay its debts for at least sixty (60) days in the ordinary course of business or cannot pay its debts as they become due, whether or not a petition has been filed under the Federal Bankruptcy Code and whether or not the contractor is insolvent within the meaning of the Federal Bankruptcy Code; 8.45.1.2 The filing of a voluntary or involuntary petition regarding the contractor under the Federal Bankruptcy Code; 8.45.1.3 The appointment of a Receiver or Trustee for the contractor; or 8.45.1.4 The execution by the contractor of a general assignment for the benefit of creditors. Homeless Services—City Planning Grants Page 43 8.45.2 The rights and remedies of the County provided in this Paragraph 8.45 (Termination for Insolvency) shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. 8.46 Termination for Non-Adherence of County Lobbyist Ordinance 8.46.1 The contractor, and each County Lobbyist or County Lobbying firm as defined in County Code Section 2.160.010 retained by the contractor, shall fully comply with the County's Lobbyist Ordinance, County Code Chapter 2.160. Failure on the part of the contractor or any County Lobbyist or County Lobbying firm retained by the contractor to fully comply with the County's Lobbyist Ordinance shall constitute a material breach of this Contract, upon which the County may in its sole discretion, immediately terminate or suspend this Contract. 8.47 Termination for Non-Appropriation of Funds 8.47.1 Notwithstanding any other provision of this Contract, the County shall not be obligated for the contractor's performance hereunder or by any provision of this Contract during any of the County's future fiscal years unless and until the County's Board of Supervisors appropriates funds for this Contract in the County's Budget for each such future fiscal year. In the event that funds are not appropriated for this Contract, then this Contract shall terminate as of June 30 of the last fiscal year for which funds were appropriated. The County shall notify the contractor in writing of any such non-allocation of funds at the earliest possible date. 8.48 Validity 8.48.1 If any provision of this Contract or the application thereof to any person or circumstance is held invalid, the remainder of this Contract and the application of such provision to other persons or circumstances shall not be affected thereby. 8.49 Waiver 8.49.1 No waiver by the County of any breach of any provision of this Contract shall constitute a waiver of any other breach or of such provision. Failure of the County to enforce at any time, or from time to time, any provision of this Contract shall not be construed as a waiver thereof. The rights and remedies set forth in this paragraph 8.49 shall not be Homeless Services—City Planning Grants Page 44 exclusive and are in addition to any other rights and remedies provided by law or under this Contract. 8.50 Warranty Against Contingent Fees 8.50.1 The contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon any Contract or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the contractor for the purpose of securing business. 8.50.2 For breach of this warranty, the County shall have the right to terminate this Contract and, at its sole discretion, deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. 8.51 Warranty of Compliance with County's Defaulted Property Tax Reduction Program 8.51.1 Contractor acknowledges that County has established a goal of ensuring that all individuals and businesses that benefit financially from County through contract are current in paying their property tax obligations (secured and unsecured roll) in order to mitigate the economic burden otherwise imposed upon County and its taxpayers. Unless contractor qualifies for an exemption or exclusion, contractor warrants and certifies that to the best of its knowledge it is now in compliance, and during the term of this contract will maintain compliance, with Los Angeles County Code Chapter 2.206. 8.52 Termination for Breach of Warranty to Maintain Compliance with County's Defaulted Property Tax Reduction Program 8.52.1 Failure of contractor to maintain compliance with the requirements set forth in Paragraph 8.51 "Warranty of Compliance with County's Defaulted Property Tax Reduction Program" shall constitute default under this contract. Without limiting the rights and remedies available to County under any other provision of this contract, failure of contractor to cure such default within ten (10) days of notice shall be grounds upon which County may terminate Homeless Services—City Planning Grants Page 45 this contract and/or pursue debarment of contractor, pursuant to County Code Chapter 2.206. 8.53 Time Off for Voting 8.53.1 The contractor shall notify its employees, and shall require each subcontractor to notify and provide to its employees, information regarding the time off for voting law (Elections Code Section 14000). Not less than ten (10) days before every statewide election, every contractor and subcontractors shall keep posted conspicuously at the place of work, if practicable, or elsewhere where it can be seen as employees come or go to their place of work, a notice setting forth the provisions of Section 14000. 8.54 Compliance with County's Zero Tolerance Policy on Human Trafficking Contractor acknowledges that the County has established a Zero Tolerance Policy on Human Trafficking prohibiting contractors from engaging in human trafficking. If a Contractor or member of Contractor's staff is convicted of a human trafficking offense, the County shall require that the Contractor or member of Contractor's staff be removed immediately from performing services under the Contract. County will not be under any obligation to disclose confidential information regarding the offenses other than those required by law. Disqualification of any member of Contractor's staff pursuant to this paragraph shall not relieve Contractor of its obligation to complete all work in accordance with the terms and conditions of this Contract. 9 UNIQUE TERMS AND CONDITIONS 9.1 Intentionally Omitted 9.2 Contractor Protection of Electronic County Information 9.2.1 Data Encryption Contractor and subcontractors that electronically transmit or store personal information (PI), protected health information (PHI) and/or medical information (MI) shall comply with the encryption standards set forth below. PI is defined in California Health Insurance Portability and Accountability Act of 1996 (HIPPA), and implementing regulations, MI is defined in California Civil Code Section 56.05(j). Homeless Services—City Planning Grants Page 46 a. Stored Data Contractors' and subcontractors' workstations and portable devices that are used to access, store, receive and/or transmit County PI, PHI or MI (e.g., mobile, wearables, tablets, thumb drives, external hard drives) require encryption (i.e. software and/or hardware) in accordance with: a) Federal Information Processing Standard Publication(FIPS) 140-2; b) National Institute of Standards and Technology (NIST) Special Publication 800-57 Recommendation for Key Management — Part 1: General (Revision 3); c) NIST Special Publication 800-57 Recommendation for Key Management — Part 2: Best Practices for Key Management Organization; and d) NIST Special Publication 800-111 Guide to Storage Encryption Technologies for End User Devices. Advanced Encryption Standard (AES)with cipher strength of 256- bit is minimally required. b. Transmitted Data All transmitted (e.g. network) County PI, PHI and/or MI require encryption in accordance with: a) NIST Special Publication 800-52 Guidelines for the Selection and Use of Transport Layer Security Implementations; and b) NIST Special Publication 800-57 Recommendation for Key Management— Part 3: Application-Specific Key Management Guidance. Secure Sockets Layer (SSL) is minimally required with minimum cipher strength of 128-bit. c. Certification The County must receive within ten (10) business days of its request, a certification from the Contractor (for itself and any Subcontractors) that certifies and validates compliance with the encryption standards set for the above. In additional, Contractor shall maintain a copy of any validation/attestation report that its data encryption product(s) generate and such reports shall be subject to audit in accordance with the Contract. Failure on the part of the Contractor to comply with any of the provisions of this Subparagraph 9.3.1(Data Encryption) shall constitute a material breach of this Contract upon which the County may terminate or suspend this Contract. Homeless Services—City Planning Grants Page 47 IN WITNESS WHEREOF, County has caused this Contract to be executed by its Chief Executive Officer. Contractor has caused this Contract to be executed by its duly authorized representative. COUNTY OF LOS ANGELES By SAC I A . HAM I Date CHIS EXECUTIVE OFFICER APPROVED AS TO FORM: MARY C. WICKHAM County Counsel By 9.,.,,J fc� .e.. / KATHERINE M. BOWSER Principal Deputy County Counsel By CITY OF' ARCADIA Contractor Signed: ��-- APPROVED AS TO FORM:, Printed: Dominic Lazzaretto 6-eWidte Title: City Manager Stephen P. Deitsch City Attorney - 95-6000667 City of Arcadia Tax Identification No. Homeless Services—City Planning Grants Page 48 EXHIBIT A STATEMENT OF WORK City of Arcadia City Planning Grant for Homelessness Plan Section I. Overview On June 13, 2017, the County of Los Angeles Board of Supervisors (Board) approved Measure H funding allocations in support of the County's Homeless Initiative (HI) strategies to prevent and combat homelessness in the County. The Board also allocated funding for individual cities to develop a plan to address homelessness in their respective cities, in collaboration with the County and its contractors. The City of Arcadia [City] has a population of 60,000. It is located in the County's Service Planning Area 3 and Supervisorial District 5. Although the City does not have a large homeless population, it does not have the proper resources to support all the needs of homeless individuals in the City. The City lacks resources for homeless individuals who need mental health support. At this time, the Recreation and Community Services Department is designated by the City to address the homelessness issue, as well as the police as they encounter individuals. Section II. Objective The City does not yet have a homelessness plan. The City is seeking to support the , the County's efforts in combating homelessness and the HI Strategies. The City aims to connect homeless community members to needed resources. The City will procure a Consultant with the help of the San Gabriel Valley Council of Governments (SGVCOG). The Consultant will provide direction on how the City can effectively develop a homelessness plan, which will include the implementation of the County's HI strategies that align with the City's specific needs. The City will ensure its efforts are consistent with regional efforts and resources. Section III. Tasks/Deliverables Task I: Coordinate with Recommended Partners for the Development of the City's Homelessness Plan The City shall engage in diverse community partnerships to develop a comprehensive plan to prevent and combat homelessness. Recommended vital stakeholders are listed below (but are not limited to): EXHIBIT A STATEMENT OF WORK Planned Partners for City Homelessness Planning Efforts City Departments City Manager Community Development Library Parks and Recreation Community Services Public Works Public Safety Council of Governments SGVCOG Coordinated Entry System Lead Union Station Homelessness Services Homeless Service Provider(s) Other homeless service providers Volunteers of America, LA Hathaway Sycamore Child and Family Services Community based providers Arcadia Chinese Association (other non-profits providing non- Arcadia Women's Club homeless related services) Arcadia Rotary Club Arcadia Coordinating Council Assistance League, Traveler's Club Elks Lodge, Foothill Unity Center American Red Cross CHOICESS Homeless Coalitions Business sector and corporate Chamber of Commerce partners (i.e. Chamber of Downtown Arcadia Improvement Association Commerce) Westfield Santa Anita Santa Anita Race Track Faith-based organizations (i.e. Church of the Good Shepard United Methodist churches, temples, synagogues) Chabad of Arcadia Santa Anita Church Holy Angels Presbyterian Church San Gabriel Valley Alliance Church Masonic Temple Tzu Chi Foundation Church of Nazarene Church in Arcadia Evangelical Formosan Church of Arcadia Arcadia Bible Church Neighborhood Associations Arcadia Highlands Rancho Santa Anita Santa Anita Oaks Rancho Santa Anita Santa Anita Village Healthcare Sector(i.e. Hospitals Methodist Hospital and clinics) Educational Sector(i.e. Schools, Arcadia Unified School District Universities and Districts) EXHIBIT A STATEMENT OF WORK Deliverable 1: Partnership Report The City shall provide a final report describing the completion of Task 1, Coordination with Community Partners. A final report will be due to the County within 30 days of contract execution. Task 2: Development of Homelessness Plan The City shall use the Statement of Work Exhibit A-1, City Homelessness Plan Template to develop the Homelessness Plan with its community partners. Deliverable 2: Homelessness Plan Completion The City shall provide a final Homelessness Plan as the deliverable for Task 2. Deliverable Report Schedule Deliverable Due Date Partnership Report Within 30 days of contract execution Draft Homelessness Plan (Draft) Upon completion of Task 2 Homelessness Plan (Final) No later than August 16, 2018 The Partnership Report and Homelessness Plan (draft and final) shall be submitted to County Chief Executive Office - Homeless Initiative at the following email address: Samangi Mudalige, Sr. Analyst smudafige(a ceo.facounty.gov EXHIi:IT A-1 City Homelessness Plan Template Page 1 of 8 CITY PLAN TO PREVENT AND COMBAT HOMELESSNESS TEMPLATE Planning Context As Measure H resources are deployed to combat and prevent homelessness throughout Los Angeles County, each City in the County can broaden the collective impact and accelerate change by undertaking a locally specific City Plan to Combat Homelessness. This Plan template is intended to assist your City in undertaking a comprehensive assessment of homelessness in your local jurisdiction, assessing the resources currently available to address the challenge, identifying opportunities for City and County collaboration and marshalling a plan to collaborate in the implementation of identified strategies. 1. City and Plan Information Name of City Period of Time Covered by Plan Date of Plan Adoption 2. Why is the City working to develop and implement a homelessness plan? Briefly describe the City's interest in developing a City Homelessness Plan. Responses may address, but need not be limited to, the following: a. Reducing the extent and scope of homelessness within the City's jurisdiction b. Aligning City resources with County investments c. Improving coordination and effectiveness of the City's homeless housing and service delivery system within the broader County and Coordinated Entry Systems. d. Reducing City costs that don't contribute to combating homelessness, e.g. law enforcement, sanitation, and ambulance costs e. Improving quality of life for all residents, including persons who may be experiencing a housing crisis f. Creating more housing & services for the City's homeless residents g. Promoting more livable cities for current residents and future generations 3. Describe your City's planning process What were the key steps your City took to develop its plan? What partners and stakeholders (e.g., community members, experts)were engaged in the process? 1 EXHIBIT A-1 City Homelessness Plan Template Page 2 of 8 4. What are the goals of the City's plan and related actions? Review the example below, then respond to the prompts for your own City goals. Add sections for additional goals if needed. EXAMPLE 1. Goal List one of the goals the City has identified during the planning process. Is the goal tied to a County Homeless Initiative Strategy? If so, identify which strategy from Question #7 below. Example: Increase access to and use of PHA Section 8 Vouchers for homeless individuals and families. (Tied to Strategies B4 and B8) 2. Supporting Action(s) Identify a specific supporting action(s) designed to support achievement of the City's goal. Each goal may have multiple contributing actions. Example: • Commit 50% of all PHA Section 8 turnover vouchers to individuals or families who are chronically homeless. • Access Measure H funding under Strategy B4 to encourage landlords to rent to homeless tenants in need of permanent supportive housing. 3. Associated policy change(s) a. Describe specific policy changes for each identified strategy, where applicable. You may also identify administrative or other changes necessary to achieve your goal. Example: • Change PHA administrative plan to accommodate prioritization of homeless individuals and families in need of permanent supportive housing. • Enter into agreement with HACoLA enabling City PHA to participate in the Homeless Incentive Program. b. Identify how the policy change(s)will directly impact the City's ability to achieve the desired goal. Consider policy changes impacting technology, industries or various sectors such as transportation, education, health care, social policy or land use. Example: • Prioritization of homeless individuals and families in need of PSH for PHA vouchers increases the chances of placing them in permanent housing. • Incentive program increases chances of voucher-holders signing leases and accessing permanent housing. c. Describe the intended process for enacting the policy change. Example for Policy Change#1: • Draft revised administrative plan language • Gather input • Present to Housing Authority Board of Commissioners for Approval • Roll out d. List the stakeholders/partners you will need to engage to enact the policy change. 2 EXHIBIT A-1 City Homelessness Plan Template Page 3 of 8 4. Goal Measurement What metrics will be used to track progress? What are the data sources? When will the measurement occur? Example: • Number of homeless individuals granted vouchers for permanent supportive housing • Number of homeless individuals with vouchers that were housed in permanent supportive housing • Number of homeless individual who retained permanent supportive housing after 12 months • Data sources:PHA data system, HMIS, etc. Measurement will occur on a quarterly basis. 5. Goal ownership Who is responsible for directing implementation, management, and measurement of the goal and its related actions? Explain their specific roles in the implementation, management and measurement of the goal. Example: • Section 8 Coordinator, City Public Housing Agency. o Roles: facilitating stakeholder outreach;drafting recommendations;drafting plan; working with City Council to refine;etc. 6. Leveraged City Resources What City resources will be deployed or leveraged in support of the goal? Example: • City PHA staff time 0.25 FTE • Promotion of Homeless Incentive Program at City events 7. Timeline Detail a timeline of major tasks to achieve this goal. GOAL#1 1. Goal List one of the goals the City has identified during the planning process. Is the goal tied to a County Homeless Initiative Strategy? If so, identify which strategy from Question #7 below. 2. Supporting Action(s) Identify a specific supporting action(s)designed to support achievement of the City's goal. Each goal may have multiple contributing actions. 3 EXHIBIT A-1 City Homelessness Plan Template Page 4 of 8 3. Associated policy change(s) a. Describe specific policy changes for each identified strategy, where applicable. You may also identify administrative or other changes necessary to achieve your goal. b. Identify how the policy change(s)will directly impact the City's ability to achieve the desired goal. Consider policy changes impacting technology, industries or various sectors such as transportation, education, health care, social policy or land use. c. Describe the intended process for enacting the policy change. d. List the stakeholders/partners you will need to engage to enact the policy change. 4. Goal Measurement What metrics will be used to track progress? What are the data sources? When will the measurement occur? 5. Goal ownership Who is responsible for directing implementation, management, and measurement of the goal and its related actions? Explain their specific roles in the implementation, management and measurement of the goal. 6. Leveraged City Resources What City resources will be deployed or leveraged in support of the goal? 7. Timeline Detail a timeline of major tasks to achieve this goal. GOAL#2 1. Goal List one of the goals the City has identified during the planning process. Is the goal tied to a County Homeless Initiative Strategy? If so, identify which strategy from Question #7 below. 2. Supporting Action(s) Identify a specific supporting action(s) designed to support achievement of the City's goal. Each goal may have multiple contributing actions. 4 EXHIBIT A-1 City Homelessness Plan Template Page 5 of 8 3. Associated policy change(s) a. Describe specific policy changes for each identified strategy, where applicable. You may also identify administrative or other changes necessary to achieve your goal. b. Identify how the policy change(s) will directly impact the City's ability to achieve the desired goal. Consider policy changes impacting technology, industries or various sectors such as transportation, education, health care, social policy or land use. c. Describe the intended process for enacting the policy change. d. List the stakeholders/partners you will need to engage to enact the policy change. 4. Goal Measurement What metrics will be used to track progress? What are the data sources? When will the measurement occur? 5. Goal ownership Who is responsible for directing implementation, management, and measurement of the goal and its related actions? Explain their specific roles in the implementation, management and measurement of the goal. 6. Leveraged City Resources What City resources will be deployed or leveraged in support of the goal? 7. Timeline Detail a timeline of major tasks to achieve this goal. GOAL #3 1. Goal List one of the goals the City has identified during the planning process. Is the goal tied to a County Homeless Initiative Strategy? If so, identify which strategy from Question #7 below. 2. Supporting Action(s) Identify a specific supporting action(s) designed to support achievement of the City's goal. Each goal may have multiple contributing actions. 5 EXH8,,IT A-1 City Homelessness Plan Template Page 6 of 8 3. Associated policy change(s) a. Describe specific policy changes for each identified strategy, where applicable. You may also identify administrative or other changes necessary to achieve your goal. b. Identify how the policy change(s)will directly impact the City's ability to achieve the desired goal. Consider policy changes impacting technology, industries or various sectors such as transportation, education, health care, social policy or land use. c. Describe the intended process for enacting the policy change. d. List the stakeholders/partners you will need to engage to enact the policy change. 4. Goal Measurement What metrics will be used to track progress? What are the data sources? When will the measurement occur? 5. Goal ownership Who is responsible for directing implementation, management, and measurement of the goal and its related actions? Explain their specific roles in the implementation, management and measurement of the goal. 6. Leveraged City Resources What City resources will be deployed or leveraged in support of the goal? 7. Timeline Detail a timeline of major tasks to achieve this goal. [Add additional goals and respond to above questions as needed.] 5. Identify City employees or other staff who will lead implementation of the plan. Table 1: Primary Contact for Plan Implementation Name & Address & Email Phone % of Time Position 6 EXCHI='IT A-1 City Homelessness Plan Template Page 7 of 8 6. Describe the City's participation or plans to participate in any new or ongoing collaborative efforts, within the City and/or with other cities and/or in the Service Planning Area. Collaboration can occur between City departments, with non-governmental City partners, and with other cities or regional entities throughout LA County. The City may also participate in broad-based regional planning efforts designed to enhance overall coordination. Describe how the City intends to support or provide leadership in such collaborative processes. Include discussion of planned participation in local coalitions, Service Planning Area coordination, and any other groups or collaborative structures. Example: City elected official is a member the Council of Governments Homeless Committee. City staff participate in SPA-wide coalition meetings. City will coordinate with neighboring jurisdictions to address broader concerns. 7. Review specific County Homeless Initiative Strategies from the table below and consider how the City could collaborate and align planning efforts to achieve mutual goals. For each of the County Homeless Initiative Strategies listed in the table below, identify whether the City plans to participate in the Strategy's implementation and/or if the City is currently participating in the Strategy's implementation. If the City is already participating in the implementation of any of the Strategies, please attach an explanation. Table 2: City Planning Activities tied to County Homeless Initiative Strategies Plan to Currently County Homeless Initiative Strategies w. participate participating A— Prevent ❑ ❑ Al. Homeless Prevention for families Homelessnessn ❑ ❑ A5. Homeless Prevention for Individuals B — Subsidize ❑ ❑ B3. Partner with Cities to Expand Rapid Housing Rehousing ❑ ❑ B4. Facilitate Utilization of Federal Housing Subsidies ❑ ❑ B6. Family Reunification Housing Subsidies ❑ ❑ B7. Interim/Bridge Housing for those Exiting Institutions ❑ ❑ B8. Housing Choice Vouchers for Permanent Supportive Housing C — Increase ❑ ❑ Cl. Enhance the CalWORKs Subsidized Income Employment Program for Homeless Families ❑ ❑ C2. Increase Employment for Homeless Adults by Supporting Social Enterprise ❑ ❑ C4/5/6. Countywide Supplemental Security/Social Security Disability Income and Veterans Benefits Advocacy ❑ ❑ C7. Subsidize Employment for Homeless Adults 7 f� f�ll Il A_1 City Homelessness Plan Template Page 8 of 8 Plan to Currently County Homeless Initiative Strategies participate participating D — Provide Case 0 0 D2. Jail In-Reach Management & 0 0 D5. Support for Homeless Case Managers Services ❑ ❑ D6. Criminal Record Clearing Project ❑ ❑ D7. Provide Services for Permanent Supportive Housing E — Create a 0 0 E4. First Responders Training Coordinated ❑ ❑ E5. Decriminalization Policy System ❑ 0 E6. Expand Countywide Outreach System ❑ ❑ E7. Strengthen the Coordinated Entry System (CES) ❑ 0 E8. Enhance the Emergency Shelter System ❑ ❑ E10. Regional Coordination of Los Angeles County Housing Agencies ❑ ❑ E14. Enhance Services for Transition Age Youth F— Increase ❑ 0 F1. Promote Regional SB2 Compliance and Affordable/ Implementation Homeless 0 0 F2. Linkage Fee Nexus Study Housing 0 0 F4. Development of Second Dwelling Units Program ❑ ❑ F5. Incentive ZoningNalue Capture Strategies ❑ 0 F6. Using Public Land for Homeless Housing ❑ ❑ F7. Preserve and Promote the Development of Affordable Housing for Homeless Families and Individuals ❑ ❑ F7. Housing Innovation Fund (One-time) • 8 EXHIBIT B PRICING SCHEDULE Total budget for project is $30,000, to be paid by County of Los Angeles. The first half of the total budget is to be paid by the County of Los Angeles upon the completion of Deliverable 1, Partnership Report. The remaining balance to be paid by the County upon deliverable of the City Homelessness Plan. CITY PLANNING GRANT BUDGET CONSULTANT COSTS CONSULTANT COST TOTAL $24,000 CITY ADMINISTRATIVE COSTS STAFFING COST TOTAL $4,000 COG ADMIN COST $1,500 COMMUNITY MEETINGS MEETING EXPENSES $500 PROGRAM BUDGET TOTAL $30,000 EXHIBIT C CONTRACTOR'S EEO CERTIFICATION City of Arcadia Contractor Name 240 West Huntington Drive, Arcadia, CA 91007 Address 95-6000667 Internal Revenue Service Employer Identification Number GENERAL CERTIFICATION In accordance with Section 4.32.010 of the Code of the County of Los Angeles, the contractor, supplier, or vendor certifies and agrees that all persons employed by such firm, its affiliates, subsidiaries, or holding companies are and will be treated equally by the firm without regard to or because of race, religion, ancestry, national origin, or sex and in compliance with all anti- discrimination laws of the United States of America and the State of California. CONTRACTOR'S SPECIFIC CERTIFICATIONS 1. The Contractor has a written policy statement prohibiting Yes 0 No 0 discrimination in all phases of employment. 2. The Contractor periodically conducts a self analysis Yes 0 No 0 or utilization analysis of its work force. 3. The Contractor has a system for determining if Yes 0 No 0 its employment practices are discriminatory against protected groups. 4. Where problem areas are identified in employment Yes 0 No 0 practices, the Contractor has a system for taking reasonable corrective action, to include establishment of goals or timetables. Dominic Lazzaretto, City Manager Authorized Official's Printed Name and Title Authorized Official's Si. • - ure Date EXHIBIT D COUNTY'S ADMINISTRATION CONTRACT NO. AO-18- COUNTY PROJECT DIRECTOR: Name: Jerry Ramirez Title: Manager, CEO Address: 500 West Temple Street, Room 493 LA, CA 90012 Telephone: Facsimile: E-Mail Address: COUNTY PROJECT MANAGER: Name: Samangi Mudalige Title: Senior Analyst Address: 500 West Temple Street, Room 493 Los Angeles, CA 90012 Telephone: Facsimile: E-Mail Address: COUNTY CONTRACT PROJECT MONITOR: Name: Title: Address: Telephone: Facsimile: E-Mail Address: EXHIBIT E CONTRACTOR'S ADMINISTRATION CONTRACTOR'S NAME City of Arcadia CONTRACT NO: AO-18- CONTRACTOR'S PROJECT MANAGER: Name: Sara Somogyi Title: Recreation & Community Services Director Address: 375 Campus Drive Arcadia, CA 91007 Telephone: 626-821-4369 Facsimile: 626-821-4370 E-Mail Address: ssomogyi@arcadiaca.gov CONTRACTOR'S AUTHORIZED OFFICIAL(S) Name: Dominic Lazzaretto Title: City Manager Address: 240 West Huntington Drive Arcadia. CA 91007 Telephone: 626-821-4302 Facsimile: 626-446-5729 E-Mail Address: domlazz@arcadiaca.gov Notices to Contractor shall be sent to the following: Name: Lisa Mussenden Title: Chief Deputy City Clerk Address: 240 West Huntington Drive, Arcadia, CA 91007 Telephone: 626-574-5410 Facsimile: 626-447-7524 E-Mail Address: Imussenden ci arcadiaca.gov EXHIBIT F CONTRACTOR ACKNOWLEDGEMENT AND CONFIDENTIALITY AGREEMENT (Note:This certification is to be executed and returned to County with Contractor's executed Contract. Work cannot begin on the Contract until County receives this executed document.) CONTRACTOR NAME : City of Arcadia Contract No. AO-18- GENERAL INFORMATION: The Contractor referenced above has entered into a contract with the County of Los Angeles to provide certain services to the County. The County requires the Corporation to sign this Contractor Acknowledgement and Confidentiality Agreement. CONTRACTOR ACKNOWLEDGEMENT: Contractor understands and agrees that the Contractor employees, consultants, Outsourced Vendors and independent contractors (Contractor's Staff) that will provide services in the above referenced agreement are Contractor's sole responsibility. Contractor understands and agrees that Contractor's Staff must rely exclusively upon Contractor for payment of salary and any and all other benefits payable by virtue of Contractor's Staff's performance of work under the above-referenced contract. Contractor understands and agrees that Contractor's Staff are not employees of the County of Los Angeles for any purpose whatsoever and that Contractor's Staff do not have and will not acquire any rights or benefits of any kind from the County of Los Angeles by virtue of my performance of work under the above- referenced contract. Contractor understands and agrees that Contractor's Staff will not acquire any rights or benefits from the County of Los Angeles pursuant to any agreement between any person or entity and the County of Los Angeles. CONFIDENTIALITY AGREEMENT: Contractor and Contractor's Staff may be involved with work pertaining to services provided by the County of Los Angeles and, if so, Contractor and Contractor's Staff may have access to confidential data and information pertaining to persons and/or entities receiving services from the County. In addition, Contractor and Contractor's Staff may also have access to proprietary information supplied by other vendors doing business with the County of Los Angeles. The County has a legal obligation to protect all such confidential data and information in its possession, especially data and information concerning health, criminal, and welfare recipient records. Contractor and Contractor's Staff understand that if they are involved in County work, the County must ensure that Contractor and Contractor's Staff, will protect the confidentiality of such data and information. Consequently, Contractor must sign this Confidentiality Agreement as a condition of work to be provided by Contractor's Staff for the County. Contractor and Contractor's Staff hereby agrees that they will not divulge to any unauthorized person any data or information obtained while performing work pursuant to the above-referenced contract between Contractor and the County of Los Angeles. Contractor and Contractor's Staff agree to forward all requests for the release of any data or information received to County's Project Manager. Contractor and Contractor's Staff agree to keep confidential all health, criminal, and welfare recipient records and all data and information pertaining to persons and/or entities receiving services from the County, design concepts, algorithms, programs, formats, documentation, Contractor proprietary information and all other original materials produced, created, or provided to Contractor and Contractor's Staff under the above- referenced contract. Contractor and Contractor's Staff agree to protect these confidential materials against disclosure to other than Contractor or County employees who have a need to know the information. Contractor and Contractor's Staff agree that if proprietary information supplied by other County vendors is EXHIBIT F CONTRACTOR ACKNOWLEDGEMENT AND CONFIDENTIALITY AGREEMENT provided to me during this employment, Contractor and Contractor's Staff shall keep such information confidential. Contractor and Contractor's Staff agree to report any and all violations of this agreement by Contractor and Contractor's Staff and/or by any other person of whom Contractor and Contractor's Staff become aware. Contractor and Contractor's Staff acknowledge that violation of this agreement may subject Contractor and Contractor's Staff to civil and/or criminal action and that the County of Los Angeles may seek all possible legal redress. COPYRIGHT ASSIGNMENT AGREEMENT I agree that all materials, documents, software programs and documentation, written designs, plans, diagrams, reports, software development tools and aids, diagnostic aids, computer processable media, source codes, object codes, conversion aids, training documentation and aids, and other information and/or tools of all types, developed or acquired by me in whole or in part pursuant to the above referenced contract, and all works based thereon, incorporated therein, or derived therefrom shall be the sole property of the County. In this connection, I hereby assign and transfer to the County in perpetuity for all purposes all my right, title, and interest in and to all such items, including, but not limited to, all unrestricted and exclusive copyrights, patent rights, trade secret rights, and all renewals and extensions thereof. Whenever requested by the County, I agree to promptly execute and deliver to County all papers, instruments, and other documents requested by the County, and to promptly perform all other acts requested by the County to carry out the terms of this agreement, including, but not limited to, executing an assignment and transfer of copyright in a form substantially similar to Exhibit M1, attached hereto and incorporated herein by reference. The County shall have the right to register all copyrights in the name of the County of Los Angeles and shall have the right to assign, license, or otherwise transfer any and all of the County's right, title, and interest, including, but not limited to, copyrights, in and to the items described above. I acknowledge that violation of this agreement may subject me to civil and/or criminal action and that the County of Los Angeles may seek all possible legal redress. SIGNATURE: DATE:' DATE: C / // PRINTED NAME: Dominic Lazzaretto POSITION: City Manager EXHIBIT G Title 2 ADMINISTRATION Chapter 2.203.010 through 2.203.090 CONTRACTOR EMPLOYEE JURY SERVICE 2.203.010 Findings. The board of supervisors makes the following findings. The county of Los Angeles allows its permanent, full- time employees unlimited jury service at their regular pay. Unfortunately, many businesses do not offer or are reducing or even eliminating compensation to employees who serve on juries. This creates a potential financial hardship for employees who do not receive their pay when called to jury service, and those employees often seek to be excused from having to serve. Although changes in the court rules make it more difficult to excuse a potential juror on grounds of financial hardship, potential jurors continue to be excused on this basis, especially from longer trials. This reduces the number of potential jurors and increases the burden on those employers, such as the county of Los Angeles, who pay their permanent, full-time employees while on juror duty. For these reasons, the county of Los Angeles has determined that it is appropriate to require that the businesses with which the county contracts possess reasonable jury service policies. (Ord. 2002-0015 § 1 (part), 2002) 2.203.020 Definitions. The following definitions shall be applicable to this chapter: A. "Contractor" means a person, partnership, corporation or other entity which has a contract with the county or a subcontract with a county contractor and has received or will receive an aggregate sum of$50,000 or more in any 12-month period under one or more such contracts or subcontracts. B. "Employee"means any California resident who is a full-time employee of a contractor under the laws of California. C. "Contract" means any agreement to provide goods to, or perform services for or on behalf of, the county but does not include: 1. A contract where the board finds that special circumstances exist that justify a waiver of the requirements of this chapter; or 2. A contract where federal or state law or a condition of a federal or state program mandates the use of a particular contractor; or 3. A purchase made through a state or federal contract; or 4. A monopoly purchase that is exclusive and proprietary to a specific manufacturer, distributor, or reseller, and must match and inter-member with existing supplies, equipment or systems maintained by the county pursuant to the Los Angeles County Purchasing Policy and Procedures Manual, Section P-3700 or a successor provision; or 5. A revolving fund (petty cash) purchase pursuant to the Los Angeles County Fiscal Manual, Section 4.4.0 or a successor provision; or 6. A purchase card purchase pursuant to the Los Angeles County Purchasing Policy and Procedures Manual, Section P-2810 or a successor provision; or 7. A non-agreement purchase with a value of less than $5,000 pursuant to the Los Angeles County Purchasing Policy and Procedures Manual, Section A-0300 or a successor provision; or EXHIBIT G Title 2 ADMINISTRATION Chapter 2.203.010 through 2.203.090 CONTRACTOR EMPLOYEE JURY SERVICE 8. A bona fide emergency purchase pursuant to the Los Angeles County Purchasing Policy and Procedures Manual, Section PP-1100 or a successor provision. D. "Full time"means 40 hours or more worked per week, or a lesser number of hours if: 1. The lesser number is a recognized industry standard as determined by the chief administrative officer, or 2. The contractor has a long-standing practice that defines the lesser number of hours as full time. E. "County" means the county of Los Angeles or any public entities for which the board of supervisors is the governing body. (Ord. 2002-0040§ 1, 2002: Ord. 2002-0015 § 1 (part), 2002) 2.203.030 Applicability. This chapter shall apply to contractors who enter into contracts that commence after July 11, 2002. This chapter shall also apply to contractors with existing contracts which are extended into option years that commence after July 11, 2002. Contracts that commence after May 28, 2002, but before July 11, 2002, shall be subject to the provisions of this chapter only if the solicitations for such contracts stated that the chapter would be applicable. (Ord. 2002-0040§ 2, 2002: Ord. 2002-0015 § 1 (part), 2002) 2.203.040 Contractor Jury Service Policy. A contractor shall have and adhere to a written policy that provides that its employees shall receive from the contractor, on an annual basis, no less than five days of regular pay for actual jury service. The policy may provide that employees deposit any fees received for such jury service with the contractor or that the contractor deduct from the employees' regular pay the fees received for jury service. (Ord. 2002-0015 § 1 (part), 2002) 2.203.050 Other Provisions. A. Administration. The chief administrative officer shall be responsible for the administration of this chapter. The chief administrative officer may, with the advice of county counsel, issue interpretations of the provisions of this chapter and shall issue written instructions on the implementation and ongoing administration of this chapter. Such instructions may provide for the delegation of functions to other county departments. B. Compliance Certification. At the time of seeking a contract, a contractor shall certify to the county that it has and adheres to a policy consistent with this chapter or will have and adhere to such a policy prior to award of the contract. (Ord. 2002-0015 § 1 (part), 2002) 2.203.060 Enforcement and Remedies. For a contractor's violation of any provision of this chapter, the county department head responsible for administering the contract may do one or more of the following: 1. Recommend to the board of supervisors the termination of the contract; and/or, 2. Pursuant to chapter 2.202, seek the debarment of the contractor. (Ord. 2002-0015 § 1 (part), 2002) EXHIBIT G Title 2 ADMINISTRATION Chapter 2.203.010 through 2.203.090 CONTRACTOR EMPLOYEE JURY SERVICE 2.203.070. Exceptions. A. Other Laws. This chapter shall not be interpreted or applied to any contractor or to any employee in a manner inconsistent with the laws of the United States or California. B. Collective Bargaining Agreements. This chapter shall be superseded by a collective bargaining agreement that expressly so provides. C. Small Business. This chapter shall not be applied to any contractor that meets all of the following: 1. Has ten or fewer employees during the contract period; and, 2. Has annual gross revenues in the preceding twelve months which, if added to the annual amount of the contract awarded, are less than $500,000; and, 3. Is not an affiliate or subsidiary of a business dominant in its field of operation. "Dominant in its field of operation" means having more than ten employees and annual gross revenues in the preceding twelve months which, if added to the annual amount of the contract awarded, exceed $500,000. "Affiliate or subsidiary of a business dominant in its field of operation" means a business which is at least 20 percent owned by a business dominant in its field of operation, or by partners, officers, directors, majority stockholders, or their equivalent, of a business dominant in that field of operation. (Ord. 2002-0015 § 1 (part), 2002) 2.203.090. Severability. If any provision of this chapter is found invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. (Ord. 2002-0015 § 1 (part), 2002) EXHIBIT H SAFELY SURRENDERED BABY LAW EXHIBIT H fill/ Sa Cr mandated , . . .„ ., ..,..... ..... ,, ......, .. . .. ... ..„,060„1„0". 10..t . ...„ .. . „ 1 ,, . ... . , _ ..f lr . . ,.S'.. ' 6 iis 04 °i 'I • .- 1 + kwy t a Nil 01,iii i,, () 1)131ti a. No 11.4111c N. ill:LOS A ' ird - -� 'Y l- •4 ' www to ,f 3 EXHIBIT H -E -_ V a 4140110004491104111441ZOWISNE*4407: '- -,,--,-,f,, ae . 2 I • • i How does it work? Does the parent or surrendering `'" - A distressed parent who is unable or adult have to tell anything to unwilling to care for a baby can legally the people taking the baby? confidentially-,and safely surrender a No. However,hospital or fire station baby within three days(72 hours)of personnel will ask the surrendering party birth. The baby must be handed to an to fill out a questionnaire designed to employee at a hospital or fire station in gather important medical history Los Angeles County. As long as the information,which is very useful in baby shows no sign of abuse or neglect. caring for the baby. The questionnaire California's Safely Surrendered no name or other information is includes a stamped return envelope and required. In case the parent changes his can be sent in at a later time. Baby Law allows parents or or her mind at a later date and wants the other persons, with lawful baby back,staff will use bracelets to help What happens to the baby? connect them to each other. One The baby will be examined and given custody.which means anyone bracelet will be placed on the baby,and medical treatment. Upon release from a matching bracelet will be given to the the hospital,social workers immediately to whom the parent has given parent or other surrendering adult. place the baby in a safe and loving home and begin the adoption process. permission to confidentially What if a parent wants surrender a baby. As long as the baby back? What happens to the parent Parents who change their minds can or surrendering adult? the baby is three days(72 begin the process of reclaiming their Once the parent or surrendering baby within 14 days. These parents adult surrenders the baby to hospital hours) of age or younger and should call the Los Angeles County or fire station personnel.they may Department of Children and Family leave as any time. has not been abused or Services at 1-800-540-4000. neglected.the baby may be Why is California doing this? Can only a parent The purpose of the Safely Surrendered surrendered without tear of bring in the baby? Baby Law is to protect babies from No. While in most cases a parent will being abandoned,hurt or killed by their arrest or prosecution bring in the baby,the Law allows other parents. You may have heard tragic people to bring in the baby if they have stories of babies kft in dumpsters or lawful custody. public bathrooms. Their parents may ch Ihave been under severe emotional Every bah'y deserves chance fur[I healthy Does the parent or surrendering distress. The mothers may have hidden adult have to call before their pregnancies.fearful of what would fife. 11 someone you know is considering bringing in the baby? happen if their families found out. No. A parent or surrendering adult can Because they were afraid and had no abandoning a baby, let bee know thele are bringinbaby anytime 24 hours a day, a ) one or nowhere to turn for help.they other options. For three days (72 hours) 7 days a week.as long as the parent or abandoned their babies. Abandoning a t surrendering adult surrenders the baby baby is illegal and places the baby in after birth, a baby can be surrendered to to someone who works at the hospital extreme danger. Too often,it results in or fire station. the baby's death. The Safely staff at any hospital or fire station in Surrendered Baby Law prevents this los:I tige'ie.c t.'outity'. tragedy front ever happening again in California. A baby p o i Early in the morning on April 9,2005.a healthy baby boy was safely surrendered to nurses at Harbor- UCLA Medical Center, The woman who brought the baby to the hospital identified herself as the baby's aunt and stated the babys mother had asked her to bring the baby to the hospital on her behalf. The aunt was given a a bracelet with a number matching the anklet placed on the baby;this would provide some identification in the event the mother changed her mind about surrendering the baby and wished to reclaim the baby in the I4-day period allowed by the '% Law. The aunt was also provided with a medical questionnaire and said she would have the mother complete and mail back in wiz .v11i the stamped return envelope provided. The baby was examined by medical staff and pronounced healthy and full-term. He was placed with a lining family that had been approved to adopt him by the Department of Children and Family Services, EXHIBIT H 1_,ey de Entrega de Bebe .:_,,_, Sin Peii ' ro ,fiftil . E A -"* t *{ H . i , ill 1 c kir, , - LOS Fit ten putt Pt o.. p3.tteicn +t't en re adds en rma Se urn til pars de eualgrrr(r hospital(I eu zrtdl de bvmberos del (imdadti de I.os Annelts Sill i)tlla. lilt c:ul)a. Sill IlCltlli)h'. En el Coodadtl de los Angeles-1-877-BABY SAFE• 1-877-222-9723 www.babysatela.oru EXHIBIT H En el Condaiin de LOS Angeles 1-877-BABY SAFE•1-1177-222-0723 www.aat bysafe3a,or'pt L(.. 1 de Entreiia`a ((��e iC(imo hmciurra? i6 nocesario que el padre/ "" !#+* '"' - El padrrlmadr:Bron difkulrades qua no Isidro 0 mirth) algo a las ✓✓✓ sii, ..k 1,(,7.(/ parte o no qui:ra cuidat do All recicn personas pie at belie? t t g nacido puede entregado en forma legal, Na Sin embargo,el personal del hospital u toofidenewl y segura dentist CIE' in dial suattel de bomber°,le pediri a la pretense (72 horas)del naeimicnto. 11 base tlebe set que entregue al kW que(lone un iQue es la Ley de Entrega de emtegult.a tin empleado dr tnalquics crresri,n,;tin eon 1.4 linalidai de It-cabal l hospital o cuartcl do bontbems del Condado antccedcnres medicos imporetmes,qui Bribes sin Peligro? dr I nc Angeles. Sicntpie que el Ixiti no resultan de gran utilidad NW.,Bider hien presence signos de ahuso o neglig:ncia.no del kbc. El euestionario incluyc un sabre seri nescsatin suntiui,tru ntnnbres ni tun ci sell°postal paprdo p.ra enviarlu en 3nformacitin alguna. Si el padreimadrc atm mrcmtent°. &aml.i,d,opnrain posn'notrncrne y dew. irrupts as a su behc,los ttabajadores LQue pasare con el babe? utilirarin laaraletes pats potter yin(Oahu. EI belx'sera trutmintdo y lc brindarin Id base Ilevarl un brazaktc y el aunt-ion medica. Cuando le den el alta dd padretmadre o el adults)que lo entregue hospital,los trabajadorcs satiates recihirl un htarakte igual. inmcdiatamente uhicarin al bchf en tin hogar scguro donde cstarl Bien atendido.y LOW pass si el padre/madre s:.a,nnmra.i el pnxcso de adnptri,in. desea recuperar a su babe? los padres que cambien de opinion LOIN1 pasara con el padre/maths pueden comcnzar el proceso de nv Jamar a 0 adUlto QU13 SlitegUS at babe? su rceieu flat ado dentin de lot 14 dial. Una vr,tine los pukes o adulto hayan listos padres deb:rin Ilamar al entregado al hclxt al personal del hospital o 1)epartamcm0 de St-Is-him para yearn y utansI Jt-b,unb ro..,purden itse tm lamilias(Department of(:hiklren and cualquier momenta. family Seiviccs)ctrl Condado.1 los Angeles al 1400-540-4000, LPW que se esti hacienda este en California?? zSolo los padres podran Dewar I a finalidad d.la Ley de Entrega de Ikbfs al reelen nacido? sin Peligro es protegee a Ins hub.' para que No.Si hien en la mayoria tic los casts no sear ahandonadns,lastimadns o sun In,padres Lu que Il van a1 l,0hs,la nulcrt,ts pts sus.paditi.. Listed Icy permits.quc Meas primulas In hagan proh:bktncnte have eseuchado historias u doter.chic dor/rtal. tragical sobrc lxhls abandouad,s en J� J mbasurcroc n en hangs ptiblicos. I an padre. Cada train nacido Se coaee let opottunidad L�padres o el adulto que do:'inn bribe•probabl.mente hayan cstado entrap ai bribe deben Hamar Nuncio por dificultades cmocionoks de tenet.una r!ida saludable Si algut n qi w antes de!friar al lobe? graves. i.am roaches pueden Naber txulta o tt.+ted cvirtrre eStri pensando en ulirtitdnitrtr a un \".fi pldretmedte o adndto puemic limit sit rnthnan+,pts t'."1"'a Io clue pas.uiu si al babe on<ualquitY m°ment°.las 24 sus families x:ntcraran. :lbandunan+n a ,-eei',/ niwido, in'tit7nele true'aerie otrits limas del dpi,los 7 di.,Jr la semana, sus belx's lumps:trnian miedo y no trnian oln'itrne.s. raStrt trey Bras (2 liorars)tl tifS del sientpre y cuando entregucn a su kW an nadi:a poen p:dir ayuda. Li abandon ctnpkadn dcl hospital n tuartel tic de sin recicn nacido es ilegal y poste al belt,: nart iriento, se puede entrtgar un rerlen Hamdn bomb..ens. en una situaciem de p eligm extrcmo. Muy a armada e1:bandits-as proem t a I.nature al personal de rualquier hospital o(tiarade del hche. I a Ley de Entrega de Robes sin bmnberoS del c ondridn de Los Angeles. Nigro impide que vuelva a sucedrr rata tragcdit en(:alifcania. iS107/tl de un belbe / A la tsunami temptanu del Lila+)de Anil de 2005:se emregii un rtien'otitis,aludable a las eat-norms del Harbc,r-t,(.LA Medical(Antra. la mu'ct qac DCVOcl recis n nacido al hospital se dies a o m neer tomo Lt tla del �'_ heW,y diia slue Li madre lc hahia!valid,que Ikvara al hrhe al hospital en su nsmbre. le catteganrn a Is to tin Inaralcre tint un ntinxtn,rpm,udn.;Assiut Li puisne del hdu,est,trrvitia tom.idcnrilicasWm.n carat 1.fur Ia maths camhtara tk„piuu5n can r'.114.4 n,a L,entr'g:o.14 lath'y decidiert retup eratla Benue did pawl:,de I i dins Tie p•nnite tate lee. lambkin(c Bicron ala to un cucstionario midi ..v ella dip,que la made In!lemma r to ensiaria de vuclta donut del suhm ant r , - franqucus p,tgalo que Is:hahian dad,. I I personal medius.aamind al babe v Si dttermins;que estaba.saludahls e a tertnino. I I behe(tic ul+italn tort una buena familia que ya habit situ apr,btda para ad,gstarlo pts el I)cpartasmuntn de Semi(as.para Nino.v 111113141%