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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
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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.
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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.
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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.
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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
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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.
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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
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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
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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
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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
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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.
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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,
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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
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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.
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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
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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
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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
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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.
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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
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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.
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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
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"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.
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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
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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
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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,
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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
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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
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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
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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
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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
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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.
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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.
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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.
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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
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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.
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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
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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
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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
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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,
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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.
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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
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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
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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).
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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.
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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
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EXHIBIT H
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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
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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
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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%