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HomeMy WebLinkAboutItem 13a - Homelessness Plan Implementation Grant DATE: October 15, 2019 TO: Honorable Mayor and City Council FROM: Sara Somogyi, Director of Recreation and Community Services SUBJECT: COUNTY OF LOS ANGELES HOMELESS SERVICES GRANT IN THE AMOUNT OF $292,200, AND CONTRACT WITH THE COUNTY OF LOS ANGELES FOR CITY PLANNING GRANT – YEAR 2 IMPLEMENTATION OF CITIES HOMELESSNESS PLANS (STATEMENT OF WORK); MEMORANDUM OF UNDERSTANDING WITH THE CITY OF SOUTH PASADENA FOR A MULTIJURISDICTIONAL IMPLEMENTATION OF HOMELESS SERVICES; AND CONTRACT WITH UNION STATION HOMELESS SERVICES FOR CASE MANAGEMENT Recommendation: Accept and Approve SUMMARY The City of Arcadia intends to partner with the City of South Pasadena for a multijurisdictional implementation of homeless services. This partnership developed out of necessity, as the cities did not meet the individual service demand threshold to receive funding for homeless services alone. The Cities of Arcadia and South Pasadena applied for and have been awarded a multijurisdictional implementation homeless services grant for case management, including a case manager, motel vouchers, and rapid rehousing in the amount of $292,200, which is reimbursable for services rendered. It is recommended the City Council accept the County of Los Angeles Homeless Services Grant in the amount of $292,200; and approve, and authorize and direct the City Manager to execute a Contract with the County of Los Angeles for City Planning Grant – Year 2 Implementation of Cities Homelessness Plans (Statement of Work); Memorandum of Understanding with the City of South Pasadena for a Multijurisdictional implementation of Homeless Services; and Contract with Union Station Homeless Services for Case Management. BACKGROUND On June 13, 2017, the County of Los Angeles Board of Supervisors approved Measure H funding allocations in the support of the County’s Homelessness Initiative strategies to prevent and combat homelessness in the County. Recognizing the important role Homelessness Plan Implementation Grant October 15, 2019 Page 2 of 5 cities have in supporting the Homeless Initiative, the Board of Supervisors allocated one time funding for individual cities to develop a plan to address homelessness in their respective cities. The City submitted an application for a City Planning Grant to prevent and combat homelessness and was awarded $30,000 to create a city specific homeless plan. In August 2018, City Council approved Arcadia’s Five Year Homelessness Plan. The goals were as follows: Educate City Staff, Key Stakeholders, and the Community about Homelessness; Strengthen Local Capacity to Support Countywide Outreach; Connect People Experiencing Homelessness to the County’s Coordinated Entry System (“CES”); Explore the Creation of Temporary and Permanent Housing Resources; Coordinate with Regional Partners on Homelessness Plan. In May 2019, the Cities of Arcadia and South Pasadena submitted a multijurisdictional application seeking funds for an onsite case manager, motel vouchers, and rapid re- housing. Between the Cities of Arcadia and South Pasadena, 25 people experiencing homelessness were identified in the 2018 Point in Time (“PIT”) count, which qualified the Cities to receive funding. The Cities selected Union Station Homeless Services (“USHS”) as the lead consultant to provide the Case Management services. USHS is an approved Measure H contractor currently providing services related to the Los Angeles County Homelessness Initiative Strategies. Since completing the Five Year Homeless Plan to Combat and Prevent Homelessness in 2018, City staff has been diligently implementing the action plan. Arcadia has identified a City homeless contact, established a local team of key stakeholders, created new community resources, office space has been designated for a homeless case manager, and additional Measure H funds have been allocated towards combatting homelessness in Arcadia during this grant allocation period ending in February 2021. DISCUSSION The multijurisdictional Homeless Plan Implementation Grant award includes an onsite case manager who will work in each City 2.5 days a week, motel vouchers, and rapid re-housing for the Cities of Arcadia and South Pasadena. With the approval of the Contract with the County of Los Angeles (Exhibit “A”), the Memorandum of Understanding with South Pasadena (Exhibit “B”), and Contract with Union Station Homeless Services (Exhibit “C”), January 2020 is the anticipated start date for the Case Manager. The Case Manager will dedicate 2.5 days per week to serve the Arcadia Community and will be located at the Arcadia Public Library. The Case Manager will assess the specific needs of each client and arrange, coordinate, monitor, and advocate for housing, and other services to meet the individual’s needs. The Case Manager will have extensive knowledge of available resources to link individuals experiencing homelessness with necessary programs, services and adequate housing options including access to the Homelessness Plan Implementation Grant October 15, 2019 Page 3 of 5 CES. Access to the CES will allow coordination efforts from providers, create a real- time list of individuals experiencing homelessness in our communities, and a means to effectively and efficiently match people to available resources and services. This also ensures each contact with an individual is not treated as a new encounter and treatment can continue from the last contact, reducing the chances for duplication of efforts. The motel voucher program addresses the current, severe lack of shelter beds by utilizing a voucher system for individuals, as well as families until they are linked to other available resources by the case manager. Motel vouchers increase bed availability, offering flexibility to best serve individuals with varying needs and scaling up or down as needed. Each person identified for this program will complete a CES assessment and will be prioritized for a voucher based on vulnerability score and fit as indicated through a clinical assessment. Priority will focus on high visibility street/encampment homeless, those who are difficult to engage, and others for whom a group setting would not work well. The designated funds will implement a motel voucher program, which will fund, on average, four rooms per week. Two motel vouchers per week will be designated for Arcadia and two motel vouchers per week will be designated for South Pasadena. If one of the cities does not utilize all of the vouchers, the other city will have the opportunity to use them in order to use the resource. In addition, the Cities of Arcadia and South Pasadena will implement a Rapid Rehousing (“RRH”) program. RRH is an intervention including move in and rental assistance designed to help individuals and families quickly exit homelessness, return to housing in the community, and not become without a place to live again in the near future. RRH typically provides up to 9-12 months rental assistance, which can be extended based on an assessment of participant’s needs. Each person identified for this program will complete a CES assessment and will be prioritized for RRH based on lower and medium acuity score as indicated through a clinical assessment. Priority will focus on individuals/families, who have a source of income or who are working on increasing income. Participants will receive assistance with the lease process, employment, life skills, and community integration to help promote retention. The goal is to partner with USHS to recruit a minimum of four landlords/property owners interested in participating in RRH with a goal of serving 6-9 households during the contract term. ENVIRONMENTAL IMPACT This proposed action does not constitute a project under the California Environmental Quality Act (“CEQA”), and it can be seen with certainty that it will have no impact on the environment. Thus, this matter is exempt under CEQA. FISCAL IMPACT The Recreation and Community Services budget includes $37,000 for the oversite and operation of the Homeless Plan and implementation of the grant. No additional funds are necessary to complete the project. Homelessness Plan Implementation Grant October 15, 2019 Page 4 of 5 The City of Arcadia is the lead agency for the multijurisdictional grant with the City of South Pasadena and Los Angeles County. The City of Arcadia will accept up to $292,200 to combat homelessness for the Cities of Arcadia and South Pasadena, of which $163,200 will be reserved for the City of Arcadia while $129,000 will be reserved for the City of South Pasadena. Out of the $163,200 designated for Arcadia, $45,600 will be allocated for the in-house part time Case Manager, $66,300 for motel vouchers, and $51,300 for rapid rehousing. Arcadia will manage and process all payments for the multijurisdictional grant with Los Angeles County and Union Station Homeless Services. If there are unused multijurisdictional implementation grant funds in either community, the other City will have the opportunity to provide additional motel vouchers and rapid rehousing to combat homelessness to their community. RECOMMENDATION It is recommended that the City Council: 1. Accept the County of Los Angeles Homeless Services Grant in the amount of $292,200; and approve, and authorize and direct the City Manager to execute a Contract with the County of Los Angeles for City Planning Grant – Year 2 Implementation of Cities Homelessness Plans (Statement of Work). 2. Approve, and authorize and direct the City Manager to execute a Memorandum of Understanding with the City of South Pasadena for a Multijurisdictional Implementation of Homeless Services. 3. Approve, and authorize and direct the City Manager to execute a Contract with Union Station Homeless Services for Case Management. Attachments: Exhibit “A” - Contract with the County of Los Angeles (Statement of Work) Exhibit “B” - MOU with the City of South Pasadena Exhibit “C” - Professional Services Agreement with Union Station Homeless Services for Case Management CONTRACT BY AND BETWEEN COUNTY OF LOS ANGELES AND CITY OF ARCADIA FOR CITY PLANNING GRANT – YEAR 2 IMPLEMENTATION OF CITIES HOMELESSNESS PLANS CONTRACT NUMBER: AO-19-6 "Exhibit A" CONTRACT PROVISIONS TABLE OF CONTENTS PARAGRAPH TITLE PAGE Page i RECITALS ..................................................................................................................... 1 1 APPLICABLE DOCUMENTS ............................................................................... 2 2 DEFINITIONS ....................................................................................................... 3 2.1 Standard Definitions .................................................................................. 3 3 WORK ................................................................................................................ 5 4 TERM OF CONTRACT ........................................................................................ 5 5 CONTRACT SUM ................................................................................................ 5 5.1 Total Contract Sum .................................................................................... 5 5.2 Written Approval for Reimbursement ......................................................... 5 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 .................................................. 8 6.1 County Administration ............................................................................... 8 6.2 County’s Project Director ........................................................................... 8 6.3 County’s Project Manager .......................................................................... 8 6.4 County’s Contract Project Monitor ............................................................. 9 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/Mergers or Acquisitions ............................... 12 8.3 Authorization Warranty ............................................................................ 13 8.4 Budget Reductions .................................................................................. 13 8.5 Complaints ............................................................................................... 14 8.6 Compliance with Applicable Law ............................................................. 14 CONTRACT PROVISIONS TABLE OF CONTENTS PARAGRAPH TITLE PAGE Page ii 8.7 Compliance with Civil Rights Laws .......................................................... 15 8.8 Compliance with the County’s Jury Service Program .............................. 16 8.9 Conflict of Interest .................................................................................... 17 8.10 Intentionally Omitted ................................................................................ 18 8.11 Consideration of Hiring GAIN-GROW Participants .................................. 18 8.12 Contractor Responsibility and Debarment ............................................... 18 8.13 Contractor’s Acknowledgement of County’s Commitment to Safely Surrendered Baby Law ............................................................................ 21 8.14 Contractor’s W arranty of Adherence to County’s Child Support Compliance Program ............................................................................... 21 8.15 County’s Quality Assurance Plan ............................................................. 22 8.16 Damage to County Facilities, Buildings or Grounds ................................. 22 8.17 Employment Eligibility Verification ........................................................... 23 8.18 Facsimile Representations ....................................................................... 23 8.19 Fair Labor Standards ............................................................................... 23 8.20 Force Majeure .......................................................................................... 24 8.21 Governing Law, Jurisdiction, and Venue.................................................. 24 8.22 Independent Contractor Status ................................................................ 24 8.23 Indemnification ......................................................................................... 25 8.24 General Provisions for all Insurance Coverage ........................................ 25 8.25 Insurance Coverage ................................................................................ 30 8.26 Liquidated Damages ................................................................................ 32 8.27 Most Favored Public Entity ...................................................................... 33 8.28 Nondiscrimination and Affirmative Action ................................................. 33 8.29 Non Exclusivity ........................................................................................ 35 8.30 Notice of Delays ....................................................................................... 35 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 ..................................................................................................... 36 8.35 Prohibition Against Inducement or Persuasion ........................................ 36 8.36 Public Records Act .................................................................................. 36 8.37 Publicity ................................................................................................... 37 CONTRACT PROVISIONS TABLE OF CONTENTS PARAGRAPH TITLE PAGE Page iii 8.38 Record Retention and Inspection-Audit Settlement ................................. 37 8.39 Recycled Bond Paper .............................................................................. 39 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 ................................................................... 41 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 ..................................................................................................... 43 8.49 Waiver ...................................................................................................... 45 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 ............................. 46 8.53 Time off for Voting ................................................................................... 46 8.54 Compliance with County’s Zero Tolerance Policy on Human Trafficking . 46 8.55 Compliance with Fair Chance Employment Practices ............................. 47 8.56 Compliance with the County Policy of Equity ........................................... 47 9 UNIQUE TERMS AND CONDITIONS ................................................................ 47 9.1 Contractor Protection of Electronic County Information……………………47 9.2 Health Insurance Portability and Accountability Act of 1996 (HIPAA)……48 SIGNATURES .............................................................................................................. 50 CONTRACT PROVISIONS TABLE OF CONTENTS Page iv 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 I Compliance with Fair Chance Employment Hiring Practices Certification Implementation Homelessness Plan - CPG Y2 Page 1 AO-19-6 CONTRACT BETWEEN COUNTY OF LOS ANGELES AND CITY OF ARCADIA FOR CITY PLANNING GRANTS – YEAR 2 IMPLEMENTATION OF CITIES HOMELESSNESS PLANS This Contract is entered into this day of 2019, 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 September 4, 2018, the County Board of Supervisors delegated authority to the Chief Executive Officer to: 1) implement a solicitation process, in conjunction with United Way’s Home for Good Funders Collaborative, in accordance with the Request for Proposal (RFP) Framework; and 2) negotiate, execute and if necessary, amend, reduce or terminate contracts with selected cities, following approval as to from by County Counsel; and WHEREAS, on September 4, 2018, the County Board of Supervisors allocated $9 million of Measure H funding; and $3 million of State Homeless Emergency Aid Programs funding to support successful implementation of components from Cities Homelessness Plans that enhance effectiveness of County service systems for those experiencing or at-risk of experiencing homelessness and are eligible for such funding under applicable rules; and WHEREAS, on May 7, 2019, the County Board of Supervisors was advised of Homeless Initiatives plan to execute contracts with cities to support implementation of their homelessness plans. The contracts will expire eighteen (18) months from the date of execution or at the end of February 2021, whichever is sooner; and WHEREAS, on July 23, 2019, the Board of Supervisors waived County policy 5.015 for Measure H-funded contracts supporting the implementation of the cities' homelessness plans to permit cities to begin implementation of their homeless plans as soon as possible and authorized the CEO to reimburse each city up to one-quarter of the contract amount for allowable expenditures that are in line with contract requirements and incurred after the contract award notification, but prior to contract execution, so long as: 1) the tasks are consistent with the statement of work in the city's approved grant and contract; and, 2) the Implementation Homelessness Plan - CPG Y2 Page 2 AO-19-6 expenses comply with all terms and conditions of the contract, are reimbursed after execution of the contract, and are submitted for review and approval by CEO; and WHEREAS, the Los Angeles County, Homeless Initiative Unit and United Way, have reviewed the Contractor's proposal and approved providing $292,200 to the Contractor for Homeless Plan Implementation 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. 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, H, and I, 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 1.9 Exhibit I - Compliance with Fair Chance Employment Practices Certification Implementation Homelessness Plan - CPG Y2 Page 3 AO-19-6 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 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: Year one funding was allocated by the County Board of Supervisors (Board) from 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. Year two funding is being allocated by the Board from Measure H funds and Los Angeles Homeless Services Authority will provide State Homeless Emergency Aid Program Funds, to support the successful implementation of Cities Homeless Plans. 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 Implementation Homelessness Plan - CPG Y2 Page 4 AO-19-6 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. 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 Implementation Homelessness Plan - CPG Y2 Page 5 AO-19-6 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 eighteen (18) months, or on February 28, 2021, whichever is sooner, unless sooner terminated or extended, in whole or in part, as provided in this Contract. 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. Implementation Homelessness Plan - CPG Y2 Page 6 AO-19-6 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. 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 Implementation Homelessness Plan - CPG Y2 Page 7 AO-19-6 Los Angeles, CA 90012 hiadmin@ceo.lacounty.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. 5.6 Default Method of Payment: Direct Deposit or Electronic Funds Transfer 5.6.1 The County, at its sole discretion, has determined that the most efficient and secure default form of payment for goods and/or services provided under an agreement/ contract with the County shall be Electronic Funds Transfer (EFT) or direct deposit, unless an alternative method of payment is deemed appropriate by the Auditor-Controller (A-C). 5.6.2 The Contractor shall submit a direct deposit authorization request via the website https://directdeposit.lacounty.gov with banking and vendor information, and any other information that the A-C determines is reasonably necessary to process the payment and comply with all accounting, record keeping, and tax reporting requirements. 5.6.3 Any provision of law, grant, or funding agreement requiring a specific form or method of payment other than EFT or direct deposit shall supersede this requirement with respect to those payments. 5.6.4 At any time during the duration of the agreement/contract, a Contractor may submit a written request for an exemption to this requirement. Such request must be based on specific legal, business or operational needs and explain why the payment method designated by the A-C is not feasible and an alternative is necessary. The A-C, in consultation with the contracting department(s), shall decide whether to approve exemption requests. Implementation Homelessness Plan - CPG Y2 Page 8 AO-19-6 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 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. Implementation Homelessness Plan - CPG Y2 Page 9 AO-19-6 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. 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 Implementation Homelessness Plan - CPG Y2 Page 10 AO-19-6 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 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, Implementation Homelessness Plan - CPG Y2 Page 11 AO-19-6 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 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 County’s Board of Supervisors or 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 Implementation Homelessness Plan - CPG Y2 Page 12 AO-19-6 change such provisions as required by the County’s Board of Supervisors or 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 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 Assignment and Delegation/Mergers or Acquisitions 8.2.1 The contractor shall notify the County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If the contractor is restricted from legally notifying the County of pending acquisitions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as the law allows and provide to the County the legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers. 8.2. 2 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. 8.2.3 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 Implementation Homelessness Plan - CPG Y2 Page 13 AO-19-6 consent of County in accordance with applicable provisions of this Contract. 8.2.4 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 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. Implementation Homelessness Plan - CPG Y2 Page 14 AO-19-6 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. 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 Implementation Homelessness Plan - CPG Y2 Page 15 AO-19-6 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, 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. Implementation Homelessness Plan - CPG Y2 Page 16 AO-19-6 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 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 Implementation Homelessness Plan - CPG Y2 Page 17 AO-19-6 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. 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 effect or hereafter to be Implementation Homelessness Plan - CPG Y2 Page 18 AO-19-6 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 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.lacounty.gov 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. Implementation Homelessness Plan - CPG Y2 Page 19 AO-19-6 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 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, Implementation Homelessness Plan - CPG Y2 Page 20 AO-19-6 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 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 Implementation Homelessness Plan - CPG Y2 Page 21 AO-19-6 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. 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. Implementation Homelessness Plan - CPG Y2 Page 22 AO-19-6 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 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. Implementation Homelessness Plan - CPG Y2 Page 23 AO-19-6 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. 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. Implementation Homelessness Plan - CPG Y2 Page 24 AO-19-6 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 “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, Implementation Homelessness Plan - CPG Y2 Page 25 AO-19-6 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. 8.22.4 The contractor shall adhere to the provisions stated in Paragraph 7.6 (Confidentiality). 8.23 Indemnification 8.23.1 The 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 and/or relating to this Contract, except for such loss or damage arising from the sole negligence or willful misconduct of the County indemnitees. 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 Implementation Homelessness Plan - CPG Y2 Page 26 AO-19-6 “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 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 Implementation Homelessness Plan - CPG Y2 Page 27 AO-19-6 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@ceo.lacounty.gov 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. Implementation Homelessness Plan - CPG Y2 Page 28 AO-19-6 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, 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. Implementation Homelessness Plan - CPG Y2 Page 29 AO-19-6 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 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. Implementation Homelessness Plan - CPG Y2 Page 30 AO-19-6 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 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 Implementation Homelessness Plan - CPG Y2 Page 31 AO-19-6 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 $1 million 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 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 $2 million per claim and $2 million 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 $1 million per claim and $2 million aggregate. Further, contractor understands and agrees it shall maintain such coverage for a period of not less than three (3) years Implementation Homelessness Plan - CPG Y2 Page 32 AO-19-6 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 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. Implementation Homelessness Plan - CPG Y2 Page 33 AO-19-6 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 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. Implementation Homelessness Plan - CPG Y2 Page 34 AO-19-6 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. 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. Implementation Homelessness Plan - CPG Y2 Page 35 AO-19-6 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. 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.babysafela.org. Implementation Homelessness Plan - CPG Y2 Page 36 AO-19-6 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. 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 Implementation Homelessness Plan - CPG Y2 Page 37 AO-19-6 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 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, Implementation Homelessness Plan - CPG Y2 Page 38 AO-19-6 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. 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 Implementation Homelessness Plan - CPG Y2 Page 39 AO-19-6 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 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 Implementation Homelessness Plan - CPG Y2 Page 40 AO-19-6 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 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@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 Implementation Homelessness Plan - CPG Y2 Page 41 AO-19-6 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 work is terminated and the date upon which such termination becomes effective. The date upon which such termination becomes effective shall be no less than ten (10) days after the notice is sent. 8.42.2 After receipt of a notice of termination and except as otherwise directed by the County, the contractor shall: 8.42.2.1 Stop work under this Contract on the date and to the extent specified in such notice, and 8.42.2.2 Complete performance of such part of the work as shall not have been terminated by such notice. 8.42.3 All material including books, records, documents, or other evidence bearing on the costs and expenses of the contractor under this Contract shall be maintained by the contractor in accordance with Paragraph 8.38 (Record Retention and Inspection-Audit Settlement). 8.43 Termination for Default 8.43.1 The County may, by written notice to the contractor, terminate the whole or any part of this Contract, if, in the judgment of County’s Project Director: 8.43.1.1 Contractor has materially breached this Contract; or 8.43.1.2 Contractor fails to timely provide and/or satisfactorily perform any task, deliverable, service, or other work required either under this Contract; or 8.43.1.3 Contractor fails to demonstrate a high probability of timely fulfillment of performance requirements under this Contract, or of any obligations of this Implementation Homelessness Plan - CPG Y2 Page 42 AO-19-6 Contract and in either case, fails to demonstrate convincing progress toward a cure within five (5) working days (or such longer period as the County may authorize in writing) after receipt of written notice from the County specifying such failure. 8.43.2 In the event that the County terminates this Contract in whole or in part as provided in Paragraph 8.43.1, the County may procure, upon such terms and in such manner as the County may deem appropriate, goods and services similar to those so terminated. The contractor shall be liable to the County for any and all excess costs incurred by the County, as 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 Implementation Homelessness Plan - CPG Y2 Page 43 AO-19-6 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, 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 Implementation Homelessness Plan - CPG Y2 Page 44 AO-19-6 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. 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. Implementation Homelessness Plan - CPG Y2 Page 45 AO-19-6 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 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 Implementation Homelessness Plan - CPG Y2 Page 46 AO-19-6 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 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. Implementation Homelessness Plan - CPG Y2 Page 47 AO-19-6 8.55 Compliance with Fair Chance Employment Practices Contractor shall comply with fair chance employment hiring practices set forth in California Government Code Section 12952, Employment Discrimination: Conviction History. 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. 8.56 Compliance with the County Policy of Equity The contractor acknowledges that the County takes its commitment to preserving the dignity and professionalism of the workplace very seriously, as set forth in the County Policy of Equity (CPOE) (https://ceop.lacounty.gov/). The contractor further acknowledges that the County strives to provide a workplace free from discrimination, harassment, retaliation and inappropriate conduct based on a protected characteristic, and which may violate the CPOE. The contractor, its employees and subcontractors acknowledge and certify receipt and understanding of the CPOE. Failure of the contractor, its employees or its subcontractors to uphold the County's expectations of a workplace free from harassment and discrimination, including inappropriate conduct based on a protected characteristic, may subject the contractor to termination of contractual agreements as well as civil liability. 9 UNIQUE TERMS AND CONDITIONS 9.1 Contractor Protection of Electronic County Information 9.1.1 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). 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 Implementation Homelessness Plan - CPG Y2 Page 48 AO-19-6 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. 9.2 HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA) 9.2.1 Contractor expressly acknowledges and agrees that the provision of services under this Agreement does not require or permit access by Contractor or any of its officers, employees, or agents, to any patient medical records/patient information. Accordingly, Contractor shall instruct its officers, Implementation Homelessness Plan - CPG Y2 Page 49 AO-19-6 employees, and agents that they are not to pursue, or gain access to, patient medical records/patient information for any reason whatsoever. 9.2.2 Notwithstanding the forgoing, the parties acknowledge that in the course of the provision of services hereunder, Contractor or its officers, employees, and agents, may have inadvertent access to patient medical records/patient information. Contractor understands and agrees that neither it nor its officers, employees, or agents, are to take advantage of such access for any purpose whatsoever. 9.2.3 Additionally, in the event of such inadvertent access, Contractor and its officers, employees, and agents, shall maintain the confidentiality of any information obtained and shall notify Director that such access has been gained immediately, or upon the first reasonable opportunity to do so. In the event of any access, whether inadvertent or intentional, Contractor shall indemnify, defend, and hold harmless County, its officers, employees, and agents, from and against any and all liability, including but not limited to, actions, claims, costs, demands, expenses, and fees (including attorney and expert witness fees) arising from or connected with Contractor’s or its officers’, employees’, or agents’, access to patient medical records/patient information. Contractor agrees to provide appropriate training to its employees regarding their obligations as described hereinabove. Implementation Homelessness Plan - CPG Y2 Page 50 AO-19-6 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___________________________ _______________ SACHI A. HAMAI Date CHIEF EXECUTIVE OFFICER APPROVED AS TO FORM: MARY C. WICKHAM County Counsel By___________________________ KATHERINE M. BOWSER Principal Deputy County Counsel By_____________________________ Contractor Signed:__________________________ Printed: _________________________ Title: __________________________ EXHIBIT A STATEMENT OF WORK Cities of Arcadia and South Pasadena Multi-Jurisdictional Proposal City Homelessness Plan Implementation Grant Section I. Overview On August 17, 2015, in response to the growing crisis of homelessness, the Los Angeles County Board of Supervisors launched the Homeless Initiative (HI) to prevent and combat homelessness which continues to pervade our communities. An unprecedented collaborative planning process resulted in a comprehensive plan consisting of 47 strategies, with four more strategies subsequently added. Recognizing the need to sustain the HI strategies, the Board of Supervisors approved the Measure H ordinance that identifies 21 of the 51 HI strategies as eligible for funding through Measure H. On March 7, 2017, the voters approved Measure H. Since the inception of the HI in 2015, collaboration and engagement with the 88 cities in the County has been a major priority for the County. Cities play a critical role in ensuring that the impact of these strategies is maximized. Cities have jurisdiction over housing and land use for about 90% of the countywide population, and thus play a vital role in developing affordable housing and interim housing. In 2017, the Board of Supervisors approved funding to cities to develop their own homelessness plans. In 2018, participating cities submitted their homelessness plans. In September 2018, the Board of Supervisors approved $9 million in Measure H funding for the HI and United Way Home for Good Funders Collaborative to issue a Request for Proposals (RFP) for the cities to implement their homelessness plans, either as individual cities or multi-jurisdictional partners. Based on the 2019 Point-in-Time Homeless Count (PIT Count) conducted by the Los Angeles Homeless Services Authority (LAHSA), the cities of Arcadia and South Pasadena have a combined homeless count of 91 individuals and family members. Since completing their Plans to Combat and Prevent Homelessness in 2018, both cities have been working to implement the action items in their respective plans. South Pasadena has identified a Homeless Coordinator and has undergone extensive training on homeless outreach, increased collaboration with LAHSA, enhanced existing partnerships with service providers and faith groups, increased collaboration across city departments with regard to homelessness, and participated in various other activities and forums. Arcadia has identified a city homeless contact, established a local team of key stakeholders has been established, new community resources have been created, and office space has been designated for a homeless case manager. EXHIBIT A STATEMENT OF WORK Section II. Objectives and Program Description ☒Priority Area 1 - Increase the supply of supportive and interim housing for people experiencing homelessness. ☒Priority Area 2 - Enhance the effectiveness of County service systems for those experiencing and/or at-risk of homelessness. Priority Area 1 The Cities of Arcadia and South Pasadena Funds will implement a new interim housing (Motel Voucher) program, which will fund on average, four rooms per week. Two motel vouchers per week will be designated f or Arcadia and two motel vouchers will be designated for South Pasadena. If one of the cities does not utilize all of the vouchers, the other multijurisdictional partner will have the opportunity to use them in order to get more people off the streets regionally. In addition, the Cities of Arcadia and South Pasadena will implement a Rapid Re-Housing (RRH) program that will support up to four households at any given time, with a goal of serving 6-9 households during the contract term. As appropriate, clients provided interim housing would be linked to and served through the RRH Program to ensure access to permanent housing resources. The Cities of Arcadia and South Pasadena will partner with Union Station Homeless Services & LAHSA housing locators to recruit a minimum of four landlords/property owners interested in participating in RRH. These will be newly designated units or rooms available for RRH within the local city limits and the San Gabriel Valley region. These programs support County Homeless Initiative Strategies B3 (Partner with Cities to Expand Rapid Re-Housing) and E8 (Enhance the Emergency Shelter System). Priority Area 2 The Cities of Arcadia and South Pasadena will utilize County Funding for a dedicated Case Manager who will provide services in safe and highly accessible and visible locations. The Case Manager with have strong knowledge of available resources to link people experiencing homelessness with needed programs, services, and housing options. The Case Manager will assess the specific needs of each cl ient and arrange, coordinate, monitor, and advocate for housing and other services to meet the individual’s needs. This program supports County Homeless Initiative Strategies D5 (Support for Homeless Case Managers) and E7 (Strengthen the Coordinated Entry System). EXHIBIT A STATEMENT OF WORK Section III. Tasks Task I: Cities of Arcadia and South Pasadena Enter into Agreement ACTIVITIES TARGET OUTCOME DUE DATE (IF APPLICABLE) Arcadia and South Pasadena will enter into a memorandum of agreement (MOA) or other type of agreement establishing the terms of their collaboration on this project. Executed MOA November 5, 2019 Task II: Execute Subcontractor Agreement ACTIVITIES TARGET OUTCOME DUE DATE (IF APPLICABLE) 1.Contract with Union Station Homeless Services (or other provider) to provide Case Management services to people experiencing homelessness; submit draft copy of subcontractor agreement for County approval. Executed subcontractor agreement. November 5, 2019 Task III: Establish and Implement the Interim Housing, Rapid Re-Housing, and Homeless Case Management Services programs. Activities Metrics Combined Target Outcome (Arcadia & South Pasadena) Interim Housing (motel vouchers) Number of individuals (single adults or individual family members) newly enrolled 17 individuals or individual family members Number of individuals and family members active in the program within the report date range 4 new individuals or individual family members per quarter EXHIBIT A STATEMENT OF WORK Number of individuals and family members who exited to permanent housing destination within the report date range 3 individuals or individual family members Number of individuals and family members who exited to other interim housing destinations 5 individuals or individual family members Percentage of individuals and family members who exited the program to permanent housing 15% Rapid Re-Housing Number of individuals and family members newly enrolled in the program within the report date range 6 individuals or individual family members Number of individuals and family members active in the program within the report date range 4 individuals or individual family members per quarter Number of housing plans established for individuals and families 6 housing plans Number of individuals and family members that move-in to permanent housing destination within the report date range 4 individuals or individual family members Number of individuals and family members who obtained employment 4 individuals or individual family members Number of individuals and family members who retained permanent housing by the end of the contract term 4 individuals or individual family members Number of individuals and family members placed in permanent housing by the end of the contract term 4 individuals or individual family members Homeless Case Management Services Number of individuals and family members newly enrolled in the program within the report date range 40 individuals or individual family members Number of individuals and family members active in the program within the report date range 25 individuals or individual family members Number of households assessed using the VI-SPDAT and relevant sub-surveys 85% EXHIBIT A STATEMENT OF WORK Number of individuals and family members connected to services 50% of individuals or individual family members Number of housing plans established for individuals and families. 20 housing plans Number of individuals and family members matched to a permanent housing resources including RRH and PSH 50% Number of individuals and family members that move-in to permanent housing destination 10 individuals or individual family members Number of individuals and family members who attained referrals to the interim housing, including motel vouchers funded by Arcadia and South Pasadena 17 individuals or individual family members Number of individuals and family members referred to the rapid re- housing program funded by Arcadia and South Pasadena 4 individuals or individual family members EXHIBIT A STATEMENT OF WORK Section IV. Staffing Provide description of staff roles that directly support the successful implementation of the funded program. Cities of Arcadia and South Pasadena Homeless Services Programs Agency Title Role City of Arcadia Director of Recreation and Community Services The Director will provide administrative oversight and coordination of housing and homelessness services for the City. The Director will coordinate the City's response to homelessness with other City Departments, LA County, and the community. Coordinate the annual Homeless (PIT) Count. City of Arcadia Police Department Staff The Police Department’s Homeless Education and Liaison Team will respond to calls for services, provide proactive outreach, and partner with Case Manager to conduct joint outreach. City of South Pasadena Homeless Coordinator/Sergeant The Sergeant will coordinate project implementation with USHS and the City of Arcadia to provide support and oversee direct service components and to provide updates to city management. City of South Pasadena City Management Staff The position will help accomplish the goals of the grant award, including reporting support and coordination with the City of Arcadia to ensure effective project implementation. EXHIBIT A STATEMENT OF WORK Section V. Deliverables Report Schedule Deliverable Due Date I.Provide copy of any subcontracted agreements necessary to implement the funded program and evidence of completed hiring of staff needed to implement funded program; submit copies of draft subcontractor agreements for County approval. Within 60 days of contract execution (if an early payment is needed to start implementing the program, this deliverable can be submitted earlier) II.Submit Quarterly Reports and supporting documents. Within 30 days after each quarter of program implementation Reporting Period Dates to depend on the date of contract execution Submit Report September 1, 2019 - November 30, 2019 December 31, 2019 December 1, 2019– February 28, 2020 March 31, 2020 March 1, 2020 - May 31, 2020 June 30, 2020 June 1, 2020 – August 31, 2020 September 30, 2020 September 1, 2020 – November 30, 2020 December 31, 2020 December 1, 2020 – February, 2021 March 31, 2021 . III.Submit Final Report Prior to contract expiration. Quarterly Reports and Invoices shall be submitted to County Chief Executive Office - Homeless Initiative at the following email address: HomelessInitiativeCities@lacounty.gov EXHIBIT B PRICING SCHEDULE Total contract sum is $292,200 to be paid by County of Los Angeles. The County will pay up to 1/4 of the total contract sum amount upon execution of the subcontracts necessary to perform contract services. The remaining contract sum shall be paid out based on reimbursable charges over the term of the agreement. Arcadia and South Pasadena Homeless Services Programs NON - PERSONNEL COSTS Sub-Contract/Consultant Costs (Priority Area 1) Cities shall submit any subcontract agreements to the County for review and approval before payment may be issued for this cost. 1. Interim Housing (Motel Vouchers) 2. Rapid Re-Housing Total Cost not to exceed $180,900 Sub-Contract/Consultant Costs (Priority Area 2)1 Cities shall submit any subcontract agreements to the County for review and approval before payment may be issued for this cost. 1. Homeless Case Management Services $82,080 Administrative Costs (no more than 10% of the total contract sum and costs approved by the County are reimbursable upon proof of expenditure) Examples of admin costs: Office Supplies Printing/Mailing Mileage/Parking Materials Etc. Total Cost not to exceed $29,220 SUBTOTAL (NON- PERSONNEL COSTS) $292,200 TOTAL CONTRACT SUM $292,200 *Changes within line items and/or categories require written authorization from the County Project Manager. Written authorization may be defined to include letter, email, and fax. A contract amendment is not required for changes within line items and/or categories. 1 Priority Area 2 programs require a City match. City match information is provided in Exhibit B1. EXHIBIT B CITY MATCH COMMITMENT: Priority Area 2 programs require city matching funds to ensure that the entire program is implemented. Below is an itemized list of contributions that the City(ies) committed to provide for the awarded program. This section does not include the County’s funding commitment. Arcadia and South Pasadena Homeless Services Programs PERSONNEL COSTS Position Title Number of Hours to be worked over the life of contract/hourly rate/FTE Total Cost to the City $ South Pasadena Homeless Coordinator 312 hours / FTE 0.10 $25,000 South Pasadena City Management Staff 40 hours $1,125 Arcadia Director of Recreation & Community Services 312 hours ($120/hour) $37,000 Arcadia Police Department Staff $20,000 SUBTOTAL (PERSONNEL COSTS) $83,125 NON-PERSONNEL COSTS Arcadia Office Space $4,500 SUBTOTAL (NON- PERSONNEL COSTS) $4,500 TOTAL CITY COMMITMENT $87,625.00 EXHIBIT C CONTRACTOR'S EEO CERTIFICATION Contractor Name Address 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  No  discrimination in all phases of employment. 2.The Contractor periodically conducts a self analysis Yes  No  or utilization analysis of its work force. 3.The Contractor has a system for determining if Yes  No  its employment practices are discriminatory against protected groups. 4.Where problem areas are identified in employment Yes  No  practices, the Contractor has a system for taking reasonable corrective action, to include establishment of goals or timetables. Authorized Official’s Printed Name and Title Authorized Official’s Signature Date City of Arcadia 240 West Huntington Drive, Arcadia, CA 91007 95-60000667 Dominic Lazzaretto, City Manager EXHIBIT D COUNTY’S ADMINISTRATION CONTRACT NO. ___________________ 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: _Ashlee Oh____________________________ Title: _Principle Analyst____________________________ Address: 500 West Temple Street, Room 493 Los Angeles, CA 90012 Telephone: ______________________________ Facsimile: ____________________ E-Mail Address: _aoh@ceo.lacounty.gov_____________________________________ COUNTY CONTRACT PROJECT MONITOR: Name: _____________________________ Title: _____________________________ Address: Telephone: ________________________________ Facsimile: ____________________ E-Mail Address: ________________________________________________________ AO-19-6 EXHIBIT E CONTRACTOR’S ADMINISTRATION CONTRACTOR’S NAME ______________________________________________ CONTRACT NO: _ __________________________________________ CONTRACTOR’S PROJECT MANAGER: Name: _ ______________________ Title: _____________________________ Address: Telephone: ________________________________ Facsimile: ________________________________ E-Mail Address:________________________________ CONTRACTOR’S AUTHORIZED OFFICIAL(S) Name: _____________________________ Title: _____________________________ Address: Telephone: ________________________________ Facsimile: ________________________________ E-Mail Address:________________________________ Notices to Contractor shall be sent to the following: Name: _____________________________ Title: _____________________________ Address: Telephone: ________________________________ Facsimile: ________________________________ E-Mail Address: _______________________________ City of Arcadia AO-19-6 Sara Somogyi Recreation & Community Services Director 375 Campus Drive Arcadia, CA 91007 626-821-4369 626-821-4370 ssomogyi@arcadiaca.gov Dominic Lazzaretto City Manager 240 West Huntington Drive Arcadia, CA 91007 626-821-4302 626-446-5729 domlazz@arcadiaca.gov Lisa Mussenden Chief Deputy City Clerk 240 West Huntington Drive, Arcadia, CA 91007 626-574-5410 626-447-7524 lmussenden@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 : __________________ Contract No.__________________ 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 City of Arcadia AO-19-6 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: _____/_____/_____ PRINTED NAME: __________________________________________ POSITION: __________________________________________ City Manager Dominic Lazzaretto 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 jur ors 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, corpora tion 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 2 8, 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 col lective 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 busi ness 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 EXHIBIT H EXHIBIT H EXHIBIT H Exhibit I COMPLIANCE WITH FAIR CHANCE EMPLOYMENT HIRING PRACTICES CERTIFICATION Company Name: Company Address: City: State: Zip Code: Telephone Number: Email address: Solicitation/Contract for _______________________________ Services PROPOSER/CONTRACTOR CERTIFICATION The Los Angeles County Board of Supervisors approved a Fair Chance Employment Policy in an effort to remove job barriers for individuals with criminal records. The policy requires businesses that contract with the County to comply with fair chance employment hiring practices set forth in California Government Code Section 12952, Employment Discrimination: Conviction History (California Government Code Section 12952), effective January 1, 2018. Proposer/Contractor acknowledges and certifies compliance with fair chance employment hiring practices set forth in California Government Code Section 12952 and a grees that proposer/contractor and staff performing work under the Contract will be in compliance. Proposer/Contractor further acknowledges that noncompliance with fair chance employment practices set forth in California Government Code Section 12952 may r esult in rejection of any proposal, or termination of any resultant Contract, at the sole judgment of the County. I declare under penalty of perjury under the laws of the State of California that the information herein is true and correct and that I am authorized to represent this company. Print Name: Title: Signature: Date: City of Arcadia 240 West Huntington Drive Arcadia CA 91007 626-821.4302 domlazz@arcadiaca.gov City Planning Grant Dominic Lazzaretto City Manager 1 “EXHIBIT “B” MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SOUTH PASADENA AND THE CITY OF ARCADIA FOR THE MULTIJURISDIATIONAL HOMELESSNESS PLAN IMPLEMENTATION This Memorandum of Understanding (“MOU” or “Agreement”) is made and entered by and between the City of Arcadia, a municipal corporation (“Arcadia”), and the City of South Pasadena, a municipal corporation (“South Pasadena”) for the purpose of improving the current response to homeless individuals in need of housing. Arcadia and South Pasadena may be referred to herein collectively as the “Parties” or individually as a “Party.” RECITALS: A. Arcadia and South Pasadena collaborated to qualify for the Measure H Homelessness Implementation Planning Grant Funds. B. Arcadia and South Pasadena have a shared desire to work together and jointly coordinate activities to successfully implement a multijurisdictional Homelessness Plan to combat the growing homelessness issues in the San Gabriel Valley. C. The Multijurisdictional Homelessness Plan Implementation will support homeless diversion and prevention strategies within local communities, and identify local problem areas or issues as they pertain to homelessness. D. Arcadia and South Pasadena were awarded a joint multijurisdictional Measure H grant to provide homeless outreach, case management, interim housing services and public education in the amount of $292,000. E. Arcadia is the lead agency for the multijurisdictional award and as such is the only signatory to the service agreement with Union Station Homeless Services and the only signatory to the Statement of Work with the County of Los Angeles. F. Arcadia and South Pasadena desire to set forth the terms of their ongoing collaboration with respect to this effort in this MOU. G. Representatives from Arcadia and South Pasadena will work together in good faith to resolve implementation issues, if any, in a timely manner as they arise. NOW, THEREFORE, the Parties agree as follows: 2 I. TERM: The term of this MOU shall commence upon execution of the MOU by the Parties and shall continue for a period of up to eighteen (18) months, or February 2021, whichever comes first. The term of this MOU may be extended by mutual written agreement of the Parties. II. RESPONSIBILITIES OF THE PARTIES: A. ARCADIA. Arcadia will: 1. Lead and solely execute a Memorandum of Understanding (“MOU”) with Union Station Homeless Services (“USHS”) to implement homeless outreach, case management, interim housing services and public education in the City of Arcadia and the City of South Pasadena. 2. Lead and solely execute the Statement of Work (“SOW ”) with the County of Los Angeles establishing combined metrics and target outcomes for both the City of Arcadia and the City of South Pasadena. 3. Work with the City of South Pasadena by consensus and approach decisions in a collaborative manner to implement the objectives of the USHS MOU and the County of Los Angeles SOW . 4. Seek comment and agreement from the City of South Pasadena on all contracts, MOUs and SOWs related to this multijurisdictional Measure H grant prior to execution. 5. Coordinate with USHS, the County of Los Angeles and the City of South Pasadena to manage funding and to process all payments received by Arcadia from USHS related to the Measure H multijurisdictional grant award. 6. Receive, review, and coordinate payment of all consultant invoices received by Arcadia from USHS including invoices for payment of a case manager (“Case Manager”). 7. Provide administrative oversight and coordination of housing and homelessness services and resources for motel vouchers and rapid rehousing within the City of Arcadia. 8. Partner with USHS to develop a linkage protocol to refer families and individuals that are recently homeless or at risk of homelessness to the rapid rehousing short-term rental assistance program. 3 9. Secure location and work space for the Case Manager in Arcadia. 10. With respect to the City of Arcadia, monitor the Case Manager to ensure all grant deadlines are met and overall work schedule is adhered to. 11. Participate in monthly meetings with the City of South Pasadena and USHS to review progress toward this multijurisdictional Homelessness Plan Implementation grant. B. SOUTH PASADENA. South Pasadena will: 1. Work collaboratively with the City of Arcadia and provide consensus direction to carry out the goals regarding the USHS MOU and the SOW . 2. Provide administrative oversight and coordination of housing and homelessness services and resources for motel vouchers and rapid rehousing within the City of South Pasadena. 3. Partner with USHS to develop a linkage protocol to refer families and individuals that are recently homeless or at risk of homelessness to the rapid rehousing short-term rental assistance program. 4. Secure location and work space for the Case Manager in South Pasadena. 5. With respect to City of South Pasadena, monitor the Case Manager to ensure all grant deadlines are met and overall work schedule is adhered to. 6. Participate in monthly meetings with the City of Arcadia and Union Station Homelessness Services to review progress toward the implementation of this multijurisdictional Homelessness Plan Implementation grant. 7. With respect to both cities of Arcadia and South Pasadena, document the number of potential participants, local service providers, and community agencies contacted for motel vouchers and rapid rehousing. 8. Prepare and submit multijurisdictional quarterly reports to the County of Los Angeles incorporating both the City of Arcadia and the City of South Pasadena’s combined progress toward achieving the SOW metrics. 4 C. The Parties understand and agree that the sole source for their obligations shall be Measure H Grant described herein. Neither the City of Arcadia nor City of South Pasadena shall claim or demand from the other party to pay any additional funds other than the foregoing. III. PROJECT MANAGEMENT : A. Project Managers. 1. For purposes of this MOU, Arcadia designates the following individual as its Project Manager: Sara Somogyi, Director of Recreation and Community Services. 2. For purposes of this MOU, South Pasadena designates the following individual as its Project Manager: Sergeant Shannon Robledo. Either Party may change the designations set forth herein upon written notice to the other Party. IV. DEFAULT; REMEDIES: A. Default. A “Default” under this MOU is defined as any one or more of the following: (i) failure of either Party to comply with the terms and conditions contained in this MOU; and/or (ii) failure of either Party to perform its obligations set forth herein satisfactorily or to make sufficient progress toward Homelessness Plan Implementation. B. Remedies. In the event of a Default by either Party, the non-defaulting Party will provide a written notice of such Default and thirty (30) days to cure the Default. In the event that the defaulting Party fails to cure the Default, or commit to cure the Default and commence the same within such 30-day period and to the satisfaction of the non-defaulting Party, the non-defaulting Party may terminate this MOU. Such termination shall be effective immediately. The remedies described herein are non-exclusive. In the event of a Default by either Party, ARCADIA and SOUTH PASADENA shall have the right to seek any and all remedies available at law or in equity. V. TERMINATION: A. This MOU may be terminated by either Party at any time, with or without cause, by providing written notice of termination to the other Party. Such termination will be effective thirty (30) days after such notice is received. VI. INDEMNIFICATION: Arcadia agrees to defend, indemnify, and hold free and harmless South Pasadena, its elected and appointed boards, officials, officers, agents, 5 employees, members, and volunteers, at City’s sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against South Pasadena, its elected and appointed boards, officials, officers, agents, employees, members, and volunteers arising out of or relating to the acts or omissions in connection with this Agreement. South Pasadena agrees to defend, indemnify, and hold free and harmless Arcadia, its elected and appointed boards, officials, officers, agents, employees, members, and volunteers, at City’s sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the Arcadia, its elected and appointed boards, officials, officers, agents, employees, members, and volunteers arising out of or relating to the acts or omissions in connection with this Agreement. VII. INSURANCE: Arcadia and South Pasadena shall maintain and keep in full force and effect during the term of this MOU insurance or a program of self-insurance against claims for injuries to persons or damages to property which may arise in connection with Arcadia’s or South Pasadena’s performance of its obligations hereunder. VIII. OTHER TERMS AND CONDITIONS: A. Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. B. Governing Law. This Agreement shall be governed by and construed under California law and any applicable federal law without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the Parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los Angeles County, California. C. Attorneys’ Fees. In the event that there is any litigation or other legal proceeding between the Parties in connection with this Agreement, each party shall bear its own costs and expenses, including attorneys’ fees. D. Excusable Delays. Neither Party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of any such obligation is prevented or delayed by unforeseen causes including acts of God, floods, earthquakes, fires, acts of a public enemy, and government acts beyond the control and without fault or negligence of the affected Party. Each Party hereto shall give notice promptly to the other of 6 the nature and extent of any such circumstances claimed to delay, hinder, or prevent performance of any obligations under this Agreement. E. Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. F. Headings. The section headings contained in this Agreement are for convenience and identification only and shall not be deemed to limit or define the contents to which they relate. G. Assignment. Neither party may assign its interest in this Agreement, or any part thereof, without the prior written consent of the other party. Any assignment without consent shall be void and unenforceable. H. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. I. Authority to Execute. The person executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of said Parties, and that by doing so the Parties are formally bound to the provisions of this Agreement. [SIGNATURES ON THE NEXT PAGE] 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. CITY OF ARCADIA By: ___________________________ Dominic Lazzaretto City Manager Date: __________________________ ATTEST: ______________________________ City Clerk APPROVED AS TO FORM: _______________________________ Stephen P. Deitsch City Attorney CITY OF SOUTH PASADENA By: ____________________________ Stephanie DeWolfe City Manager Date: ___________________________ ATTEST: _______________________________ City Clerk APPROVED AS TO FORM: ________________________________ Teresa L. Highsmith City Attorney 1 AGREEMENT FOR PROFESSIONAL SERVICES CONTRACT No. 100119ARCSP-01 This Agreement for the Provision of Measure H Funding for homeless outreach, case management, and interim housing services (herein referred to as the “Agreement”), is made and entered into this 1st day of November 2019, between the City of Arcadia and the City of South Pasadena, hereinafter referred to as the "Cities”, and Union Station Homeless Services, a California non-profit public benefit corporation organized under the laws of the State of California, hereinafter referred to as the "Sub-Recipient", with the Cities and the Sub-Recipient collectively referred to as the “Parties”, with reference to the following: RECITALS WHEREAS, in response to the growing crisis of homelessness in Los Angeles County, its Board of Supervisors launched the Homeless Initiative (HI) in 2015 to prevent and address homelessness in its communities. In 2017, the Board of Supervisors approved funding for cities to develop their own homelessness plans, and in September 2018, approved Measure H funding for multi-jurisdictional partners to implement such initiatives; and WHEREAS, the Cities jointly applied, and was approved to receive Measure H funding to implement their homeless plans within their city jurisdictions; and WHEREAS, the Cities require professional services for homeless outreach, case management, and interim housing services for individuals and families who are homeless or would be homeless but for this assistance; and the Sub-Recipient is qualified by virtue of its experience and facilities to execute the Homeless Outreach Program consistent with the requirements of the Cities’ Homelessness Implementation Plan. WHEREAS, the Cities desire to allocate to the Sub-Recipient a portion of the Cities’ Measure H funding to enable the Sub-Recipient to provide certain homeless outreach, case management, and interim housing services; and, WHEREAS, the City of Arcadia shall be the main entity to administer the Measure H Funding on behalf of the Cities, NOW, THEREFORE, the Cities and Sub-Recipient agree as follows: I.SCOPE OF SERVICES 1.Service Area: The service areas shall extend throughout the municipalities of Arcadia and South Pasadena. 2.Statement of Work: Sub-Recipient shall perform all the services (“Services”) described in the Statement of Work set forth as Exhibit "A" to this Agreement, a copy of which is attached hereto and incorporated herein by reference. II.BUDGET The Cities agree to allocate Homeless Initiatives Measure H funding, which originate from the County of Los Angeles, to reimburse the Sub-Recipient subject to the conditions set forth in this Agreement. The Sub-Recipient shall comply with the Pricing Schedule specified in Exhibit "B" (“to this Agreement, a copy of which is attached hereto and incorporated herein by reference. "Exhibit C" 2 III.TIME OF PERFORMANCE The Services of the Sub-Recipient shall commence as of November 1, 2019 and shall continue until the program completion date of February 28, 2021. The Parties hereto understand that Cities have authorized the performance of the Statement of Work described in Exhibit "A" attached hereto, commencing on November 1, 2019. Sub-Recipient hereby agrees to commence said Services as of that date and to complete said Services on or before February 28, 2021 in accordance with all the terms and provisions of this Agreement. The total amount of compensation set forth in Section IV of this Agreement may be amended, modified or supplemented by the Cities in their sole and absolute discretion to reflect such amount as Cities deem necessary and appropriate, which determination shall be based on such factors as, but not limited to, the amount of Measure H funding available for the Cities to allocate for homeless outreach, case management, and interim housing services for this program. IV.COMPENSATION AND METHOD OF PAYMENT 1.Partner agreement Between Cites: Cities will execute a partner agreement to define terms of the procedural administration to collectively fund this Agreement. The partner agreement shall be between the City of Arcadia and the City of South Pasadena, and the Sub-Recipient shall not be party to such agreement. Cities collectively agree that failure of the Cities to execute the partner agreement shall not negatively impact the compensation terms outlined in this Section IV of this Agreement. 2.Working Capital Advance: To facilitate Sub-Recipient’s working capital requirements of the Statement of Work, Sub-Recipient may request an initial advance equivalent of two (2) months’ expenses upon the execution of the Agreement. If Sub-Recipient requests an advance, the following recoupment conditions shall apply. A.City of Arcadia shall recoup the advance payment to Sub-Recipient in twelve (12) equal payments effective January 2020 with Sub-Recipient’s reimbursement request for the month of December 2019. B.Final recoupment of advance will be processed against Sub-Recipient’s reimbursement request for the month of November 2020. 3.Reimbursement of Sub-Recipient Cost: City of Arcadia shall reimburse Sub-Recipient for allowable costs incurred under the scope of this Agreement which have not been paid for or reimbursed in any other manner by any other Agency or private source of funding. Subject to the conditions set forth in this Agreement, City of Arcadia will reimbursement Sub- Recipient a maximum of Two Hundred Ninety Two Thousand Dollars ($292,200) to support the scope of Services. Payment of eligible expenses shall be made against the program budget specified in Exhibit "B", attached hereto and by this reference incorporated herein (“Budget”). Disbursement of payment to Sub-Recipient shall be made by monthly reimbursements, contingent upon City of Arcadia’s receipt of a Sub-Recipient’s monthly invoice. Monthly invoice shall include expenditure reports and "Audit Ready" supportive evidence of expenditures, in accordance with Federal regulations. Sub-Recipient will submit its monthly invoice by the fifteen (15th) day of the calendar month following the month of in which the Sub-Recipient provided the services. Within 30 days of receipt Sub-Recipient’s invoice, City of Arcadia will draw a warrant in favor of Sub-Recipient for approved expenditure amounts. In the event that Sub-Recipient submits its monthly 3 invoice after the fifteenth (15th) day of the month, City of Arcadia will provide payment within thirty (30) calendar days of the submission date. V.NOTICES All notices, Certificates of Insurance, and other communications must be in writing and will be deemed to have been duly given only if delivered personally or mailed (certified or registered, postage prepaid, return receipt requested) to the Parties at the addresses that follow. Such notification and communications will be deemed received when delivered if by personal delivery, or two (2) business days from the date of mailing (postmark date) when delivered by U.S. Postal Service. CITIES: City of Arcadia Attn: Dominic Lazzaretto, City Manager 240 W. Huntington Drive Arcadia, CA 91007 Telephone: (626) 574-5401 Fax: (626) 446-5729 Email: domlazz@arcadiaca.gov City of South Pasadena Attn: Stephanie DeWolfe, City Manager 1414 Mission Street South Pasadena, CA 91030 SUB-RECIPIENT: Union Station Homeless Services Attn: Anne Miskey, Chief Executive Officer 825 E. Orange Grove Blvd. Pasadena, CA 91104 Telephone: (626) 240-4550 Email: amiskey@unionstationhs.org VI.GENERAL CONDITIONS A.City Review: The Cities reserve the right to review and approve actions and decisions taken by Sub-Recipient regarding operation of Homeless Outreach Services for compliance with all applicable regulations. B.Sub-Recipient Status: 1.The Cities recognize Sub-Recipient as an independent non-profit organization and agree to reasonably cooperate in protecting its image as a politically neutral organization. 2.Sub-Recipient shall act as an independent contractor in the performance of the services provided for in this Agreement and shall furnish such services in Sub-Recipient’s own manner and method and in no respect shall Sub-Recipient be considered an agent or employee of the Cities. 3. Sub-Recipient warrants and agrees that it is not a party listed on the General Service Administration's List of Parties Excluded from Federal Procurement or Nonprocurement Programs in accordance with Executive Orders 12549 and 12689, "Debarment and Suspension." If the amount of this Agreement exceeds the small purchase threshold as 4 established by 41 U.S.C. 403(11) (currently $25,000), Sub-Recipient agrees to provide the required certification regarding its exclusion status. C.Indemnification: Sub-Recipient hereby agrees to the following: 1.Indemnification for Professional Services. Sub-Recipient will save harmless and indemnify Cities and, at Cities’ request, reimburse defense costs for Cities and all their officials, officers, volunteers, employees and agents from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries, including death or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by Sub-Recipient or any of Sub- Recipient’s officials, officers, volunteers, employees and agents, in the performance of this Agreement. 2.Indemnification for other Damages. Sub-Recipient shall indemnify and hold Cities and their officials, officers, volunteers, employees and agents harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising out of this Agreement, or its performance. Should Cities be named in any suit, or should any claim be brought against them by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, Sub-Recipient will defend Cities (at Cities’ request and with counsel satisfactory to Cities) and will indemnify Cities for any judgment rendered against them or any sums paid out in settlement or otherwise. a.For purposes of this section “Cities” include Cities’ officers, officials, employees, agents, and representatives. b.It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. c.Cities do not, and shall not, waive any rights against Sub-Recipient which it may have by reason of the aforesaid hold-harmless Agreement because of the acceptance by Cities or the deposit with Cities by Sub-Recipient, of any of the insurance policies hereinafter described in this Agreement. d.The aforesaid hold-harmless Agreement by Sub-Recipient shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of Sub-Recipient, or any subcontractor of Sub-Recipient, regardless of whether such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. e.The provisions of this section do not apply to claims occurring as a result of the Cities’ sole negligence or willful acts or omissions. D.Compliance with Laws and Assurances: Sub-Recipient hereby assures and certifies that it has complied and will continue to comply with all applicable Federal, State, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of funds for this assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies, and guidelines. Notwithstanding any other provision of this Agreement, Cities may elect not to make a particular payment on account of this Agreement if: 1.Misrepresentation: Sub-Recipient, with or without knowledge, shall have made any misrepresentation of a substantial and material nature with respect to any information furnished to Cities. 5 2.Litigation: There is then pending litigation with respect to the performance by Sub-Recipient of any of its duties or obligations hereunder which may jeopardize or adversely affect carrying out its scope of services including any court action or proceeding involving the Federal Bankruptcy Act. 3.Default: Sub-Recipient is in default under any provision of this Agreement. 4.Reduction in Funds: Cities’ Measure H funding source is reduced. E. Disputes and Remedies: Claims, disputes, and other matters in question between the Parties arising out of or relating to this Agreement or the breach thereof, must be resolved by the following procedure: 1.Cities and Sub-Recipient will exercise their best efforts to resolve disputes through the development of a consensus. A meeting may be requested by Cities or Sub-Recipient at any time for the purpose of resolving a dispute. A determination by City Managers will be made within two (2) weeks after a meeting to resolve the dispute; 2.If unresolved within thirty (30) days, then City Manager, or his designee, will make a final determination; 3.Following the City Manager’s final determination, the Parties may submit any unresolved matters to non-binding mediation. The Parties may, but are not required to be, represented by counsel in mediation; 4.If the Parties do not agree to mediation, or if mediation does not resolve the Parties’ dispute, the matter may be pursued in Los Angeles County Superior Court, or the United States District Court, Central District of California, if federal jurisdiction exists. 5.The Parties’ rights and remedies under this Agreement are in addition to any other rights and remedies provided by law. F. Non-Assignment: This Agreement is not assignable either in whole or in part by Sub- Recipient without the written consent of Cities. G.Termination of Agreement: The Cities may terminate this Agreement upon giving a thirty (30) day advance written notice of such termination to Sub-Recipient. In that event, the City Manager, or his designee, based upon work accomplished by Sub-Recipient prior to notice of such termination, shall determine the amount of fees to be paid to Sub- Recipient for such services based upon accepted accounting practices. This finding by the City Manager, or his designee, shall be considered by the City Council and the Council’s determination shall be final and conclusive as to the amount of such fee. H. Insurance: Sub-Recipient shall not commence work under this contract until Sub- Recipient shall have obtained all insurance required by this Agreement and such insurance shall have been approved by Cities as to form, amount and carrier, nor shall Sub-Recipient allow any subcontractor of Sub-Recipient to commence work on any subcontract until all similar insurance required of the subcontractor of Sub-Recipient shall have been so obtained and approved. 1.COMPENSATION INSURANCE. Sub-Recipient shall take out and maintain, during the life of this contract, Worker’s Compensation Insurance for all of Sub-Recipient’s employees employed to perform the Services as described section 2 of the Agreement; and, if any work is sublet, Sub-Recipient shall require the subcontractor of Sub-Recipient similarly to provide Worker’s Compensation Insurance for all of the latter’s employees, unless such employees are covered by the protection afforded by Sub-Recipient. If any class of employees engaged in work under this Agreement is 6 not protected under any Workers’ Compensation law, Sub-Recipient shall provide and shall cause each subcontractor of Sub-Recipient to provide adequate insurance for the protection of employees not otherwise protected. Sub-Recipient shall indemnify Cities for any damage resulting to it from failure of either Sub-Recipient or any subcontractor of Sub-Recipient to take out or maintain such insurance. 2. COMPREHENSIVE GENERAL LIABILITY, PROFESSIONAL LIABILITY, COMPREHENSIVE AUTOMOBILE LIABILITY AND CONTRACTUAL GENERAL LIABILITY INSURANCE. Sub-Recipient shall take out and maintain during the life of this contract comprehensive general liability, products/completed operations hazard, comprehensive automobile liability and contractual general liability insurance a nd shall protect Cities, their elective and appointive boards, officers, agents and employees, Sub-Recipient, and any subcontractor of Sub-Recipient performing work covered by this contract, from claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Sub- Recipient or any subcontractor of Sub-Recipient’s operations under this contract, whether such operations be by Sub-Recipient or by any subcontractor of Sub- Recipient, or by anyone directly or indirectly employed by either Sub-Recipient or any subcontractor of Sub-Recipient, and the amounts of such insurance shall be as follows: a. Commercial General Liability Insurance in an amount of not less than ONE MILLION DOLLARS ($1,000,000); b. Professional Liability Insurance in an amount of not less than ONE MILLION DOLLARS ($1,000,000); c. Comprehensive Automobile Liability Insurance in an amount of not less amount of not less than ONE MILLION DOLLARS ($1,000,000). A combined single limit policy with aggregate limits in an amount of not less than TWO MILLION DOLLARS ($2,000,000) shall be considered equivalent to the said required minimum limits set forth in subsections (i),(ii), and (iii) above. PROOF OF INSURANCE. The insurance required by this Agreement shall be with insurers which are A.M. Best A rating not less than A:VII, and California-Admitted, or better. The Cities, their officials, officers, volunteers, employees and agents shall be named as “additional insured” on all policies required hereunder, except for Professional Liability Insurance, and Sub-Recipient shall furnish the Cities’ Clerk, concurrently with the execution hereof, with satisfactory proof of carriage of the insurance required, and adequate legal assurance that each carrier will give Cities at least thirty (30) days’ prior notice of the cancellation of any policy during the effective period of the contract. ADDITIONAL INSURSED STATUS. The Cities, their directors, officials, officers, employees, agents and volunteers shall be provided additional insured status under Sub- Recipient’s General Liability policy with respect to liability for bodily injury, property damage, personal injury, or advertising injury cause in whole or in part, by Sub- Recipient’s acts or omissions or the acts or omissions of those acting on behalf of the Sub-Recipient in performance of its Services. NOTICE TO COMMENCE WORK. The Cities will not issue any notice authorizing Sub- Recipient or any subcontractor to commence work under this Agreement until Sub- Recipient has provided to the Cities’ Clerk the proof of insurance as required by subparagraph (C) of this article. I. Amendments; Variations: The Cities or Sub-Recipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and 7 approved by the Cities' governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Cities or Sub-Recipient from their obligations under this Agreement. The Cities may, in their discretion, amend this Agreement to conform with Federal, State, or local governmental guidelines, policies, and available funding amounts, budget modifications or for other reasons. If such amendments result in a change in the funding, scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Cities and Sub-Recipient. The City Manager of Arcadia, or designee, is authorized to modify the budget of this Agreement in the form of a written amendment or written document hereto for the movement of funds within the budget categories identified in Exhibit “B” on behalf of the Cities, when such modifications: 1.Do not alter the total amount of compensation under this Agreement; 2.Will not change the project goals or scope of services; and 3.Are in the best interests of the Cities, the County and the Sub-Recipient in performing the scope of services under this Agreement. J.Changes in Grant Allocation: Cities reserve the right to reduce the grant allocation when Cities’ fiscal monitoring indicates that Sub-Recipient's rate of expenditure will result in unspent funds at the end of the Agreement term. Changes in the grant allocation will be done only after prior consultation with the Sub-Recipient, and such changes shall be incorporated into this Agreement by written amendments. K.Program Monitoring: The Cities will conduct periodic program monitoring reviews. These reviews will focus on the extent to which the planned program has been implemented and measurable objectives achieved, effectiveness of program management, and impact of the program. Authorized representatives of Cities and the County of Los Angeles shall have the right of access to all activities and facilities operated by the Sub-Recipient under this Agreement. Facilities include all files, records, and other documents related to the performance of this Agreement. Activities include attendance at staff, board of directors, advisory committee, and advisory board meetings and inspection by Cities’ and Los Angeles County representatives, and ensure that its employees and board members furnish such information, as in the judgment of Cities and County of Los Angeles representatives, may be relevant to the question of compliance with contractual conditions and County directives, or the effectiveness, legality, and achievements of the program. VII.ADMINISTRATIVE REQUIREMENTS A.Financial Management 1.Accounting Standards: The Sub-Recipient agrees to comply with Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2.Cost Principles: The Sub-Recipient shall administer its program in conformance with Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards." These principles shall be applied for all costs whether charged on a direct or indirect basis. 3.Joint Funding: For programs in which there are sources of funds in addition to Measure H funds, the Sub-Recipient shall provide proof of such funding. The Cities shall not pay for any services provided by the Sub-Recipient which are funded by other sources. All 8 restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting applies to the total program regardless of funding sources. B. Documentation & Record Keeping 1. Records to be Maintained: Sub-Recipient shall maintain all records required by the Federal Regulations specified in 24 CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include, but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets the requirements of; c. Records required to determine the eligibility of activities; d. Financial records as required by 24 CFR Part 570.502, and 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards (2 CFR 200.333-337); and e. Other records necessary to document compliance with Subpart K of 24 CFR 570. 2. Records Retention: Sub-Recipient shall maintain all records required by the Federal regulations specified in 24 CFR, Part 570.506, that are pertinent to the activities funded under this Agreement, and as further described in Exhibit "A." Financial records, supporting documents, statistical records, and all other records pertaining to the use of the funds provided under this Agreement shall be retained by the Sub-Recipient for a period of five (5) years, at a minimum, and in the event of litigation, claim, or audit, the records shall be retained until all litigation, claims, and audit findings involving the records have been fully resolved. Records for non-expendable property acquired with funds provided under this Agreement shall be retained for three (3) years after the final disposition of such property. 3. Reversion of Assets: Upon the expiration or termination of this Agreement, for any reason whatsoever, Sub-Recipient shall forthwith transfer to Cities, any funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of funds including, without limitation, program income. 4. Close Outs: Sub-Recipient 's obligation to the Cities shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to Cities), and determining the custodianship of records. 5. Audits: Sub-Recipient is required to arrange for an independent financial and compliance audit annually for each fiscal year funds are received under this Contract. Audits must be in compliance with Single Audit Act Amendments of 1996 and Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards. An audit may be conducted by Federal, State, or local funding source agencies as part of the Cities' audit responsibilities. The results of the independent audit must be submitted to the Cities within thirty (30) days of completion. Within thirty (30) days of the submittal of the audit report, the Sub-Recipient shall provide a written response to all conditions of findings reported in the audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency. All conditions or finding correction actions shall take place within six (6) months after receipt of the audit report. Cities and their authorized representatives shall at all times, have access for the purpose of audit or inspection, to 9 any and all books, documents, papers, records, property, and premises of the Sub- Recipient. The Sub-Recipient s staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Sub-Recipient's program. If indications of misappropriation or misapplication of the funds of this Contract cause Cities to require a special audit, the cost of the audit will be encumbered and deducted from this Contract budget. Should Cities subsequently determine that the special audit was not warranted, the amount encumbered will be restored to the Contract budget. Should the special audit confirm misappropriation or misapplication of funds, the Sub-Recipient shall reimburse Cities the amount of misappropriate or misapplication. In the event Cities use the judicial system to recover misappropriated or misapplied funds, the Sub-Recipient shall reimburse Cities’ legal fees and court costs in addition to awards. C.Reporting 1.Program Reporting: The Sub-Recipient agrees to prepare and submit to the City Manager monthly program progress/activity reports, evaluations, and other reports as required by the County of Los Angeles or Cities. The Sub-Recipient shall maintain such property, personnel, financial, and other records and accounts as are considered necessary by the County of Los Angeles or Cities to assure proper accounting for all Contract funds, as specified in Exhibit "A." All the Sub-Recipient's records, with the exception of confidential client information, shall be made available to representatives of Cities and the appropriate agencies. Sub-Recipient is required to submit data necessary to complete the Housing Element Annual Performance Report in accordance with State regulations in the format and at the time designated by the Cities. D.Procurement 1.Administrative Standards: The Sub-Recipient shall procure all materials, property, or services in accordance with the requirements of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards (2 CFR 200.67, and 2 CFR 200.318-326). 2.Purchase and Invoice Deadlines: Purchase of equipment or property must be completed before the last three (3) months of the initial performance period and all equipment bills are to be paid before the last two (2) months of this period. No expendable or non-expendable property or equipment is to be purchased during the final three (3) months of the initial performance period unless approved by Cities in writing. Invoices for all obligations incurred under this Contract must be submitted to City Manager within sixty (60) days after the initial performance period termination date or they may not be honored. Exceptions to the preceding limitations require prior written approval by the Cities. 3.Non-Expendable Property: A record shall be maintained by Sub-Recipient for each item of non-expendable property acquired for this program. This record shall be provided to Cities as well as being available for inspection and audit upon reasonable notice by the Cities at the request of the Cities. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Thousand Dollars ($3000.00) or more per unit. The Sub-Recipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Cities. Upon completion or early termination of this Agreement, Cities reserves the right to determine the final disposition of the non-expendable property acquired for this program and Measure H funds in compliance with applicable laws and regulations. The disposition may include, but is not limited to, Cities taking possession of the non-expendable property. 4.Expendable Personal Property: Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Sub-Recipient shall 10 not purchase or agree to purchase expendable personal property with a unit value of Three Thousand Dollars ($3000.00) or more per unit without the prior written approval of the Cities. 5. Purchase or Lease of Non-Expendable Property or Equipment: Sub-Recipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of Three Thousand Dollars ($3000.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price. This inventory shall be provided to Cities as well as being available for inspection and audit upon reasonable notice by the Cities at the request of Cities. 6. Travel and Conference Restrictions: The Sub-Recipient certifies and agrees that prior approval for travel and conference expenses will be obtained from the City of Arcadia’s City Manager for travel outside of Los Angeles County. These expenses must be specifically provided for in Exhibit “A” hereto. 7. Procurement and Construction Contracts: All procurement and construction contracts shall comply with all relevant portions of OMB Circular A-110, including, but not limited to, the provisions required by Appendix A of OMB Circular A-110 as described below: a. Provisions or conditions that allow for administrative, contractual, or legal remedies for breach of contract, and sanctions and penalties for the breach; this condition applies only to procurement contracts in excess of the small purchase threshold fixed at 41 U.S.C. 403 (11) (currently $25,000); b. Provisions for termination for cause and for convenience by Sub-Recipient, the manner that such termination will be effected, and the basis for settlement; this condition applies only to procurement contracts in excess of the small purchase threshold fixed at 41 U.S.C. 403 (11) (currently $25,000); c. Provisions requiring compliance with Executive Order 11246, entitled "Equal Employment Opportunity" as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity" and as supplemented in Department of Labor Regulations (41 CFR Part 60). (This Order provides, in part, that no person shall be discriminated against on the basis of race, color, religion, sex, or national origin in all phases of employment during the performance of federally assisted construction contracts); d. Provisions evidencing compliance with the Copeland "Anti-Kickback" Act (18 U.S.C. 74 as supplemented in Department of Labor regulations 29 CFR Part 3). (This Act makes it a criminal offense for any person to induce, by any manner whatsoever, any person employed in the construction, prosecution, completion, or repair of any public building, public work, or building or work financed in whole or in part by loans or grants from the United States, to give up any part of the compensation to which he is entitled under his contract of employment.); this condition is required of all contracts and subgrants in excess of two thousand dollars ($2,000) for construction or repair. e. Provisions evidencing compliance with the Davis-Bacon Act (40 U.S.C. 276 a to a- 7) as supplemented by Department of Labor regulations 29 CFR Part 6, (this Act requires provisions regarding minimum wages, fringe benefits, payments with deductions or rebates, withholding funds from contractors to ensure compliance with the wage provision, and termination of the contract or debarment for failure to adhere to the required priority); this condition is required only for construction contracts in excess of two thousand dollars ($2,000); 11 f.Notice of any Cities’ requirements and regulations pertaining to reporting copyrights in accordance with 29 CFR 8534; and patents in accordance with 37 CFR Part 401; g.Access by Sub-Recipient, the Cities, the County grantor agency, the Comptroller General of the United States, or documents, papers, and records of the contractor which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions; h.Provisions requiring retention of all required records for five years after Cities makes final payments and all other pending matters are closed; i.For contracts in excess of one hundred thousand dollars ($100,000), provisions requiring compliance with all applicable standards, orders, or requirements of the Clear Air Act (42 U.S.C. 7401 et. seq. and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et. seq.); and provisions requiring that violations of the Clean Air Act and the Federal Water Pollution Control Act be reported to the Federal grant awarding agency and the Regional Office of the U.S. Environmental Protection Agency (EPA); j.Mandatory standards and policies relating to energy efficiency which are contained in the State Energy Conservation Plan issued in compliance with the Energy Police and Conservation Act (P.L. 94-163). k.Where applicable, all contracts in excess of $2,000 for construction contracts and in excess of $25,000 for other contracts that involve the employment of mechanics or laborers shall include a provision for compliance with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333). as supplemented by Department of Labor regulations (29 CFR part 5). l.Contracts or agreements for the performance of experimental, development, or research work shall provide for the rights of the Federal Government and the recipient in a resulting invention in accordance with 37 CFR part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements." m.Contractors who apply or bid for an award of $100,000 or more shall file the required certification in compliance with 31 U.S.C. 1352, "Byrd Anti-Lobbying Amendment." n.No contract shall be made to Parties listed on the General Services Administration's List of Parties Excluded from Federal Procurement or Nonprocurement Programs in accordance with Executive Orders 12549 and 12689, "Debarment and Suspension." Contractors with awards in excess of the small purchase threshold shall provide the required certification regarding exclusion status. VIII.PERSONNEL AND PARTICIPANT CONDITIONS A.Equal Employment Opportunities Practices: Sub-Recipient shall make every effort to ensure that all projects funded wholly or in part by Measure H funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, Sub- Recipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 12 1.Provision of Program Services a.Sub-Recipient shall not on the ground of race, color, religion, national origin, sex, handicap or familial status exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with Measure H funds. b.Sub-Recipient shall not under any program or activity funded in whole or in part with Measure H funds, on the ground of race, color, religion, national origin, sex, handicap or familial status: (1) Deny any facilities, services, financial aid or other benefits provided under the program or activity. (2) Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to others under the program or activity. (3) Subject a client to segregated or separate treatment in any facility in, or in any manner of process related to receipt of any service or benefit under the program or activity. (4) Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid, or other benefits under the program or activity. (5) Treat an individual differently from others in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet in order to be provided any facilities, services, or other benefit provided under the program or activity. (6) Deny a client an opportunity to participate in a program or activity as an employee. c.Sub-Recipient may not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination on the basis of race, color, religion, national origin, sex, handicap, or familial status or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity for individuals of a particular race, color, religion, national origin, sex, handicap or familial status. d.Sub-Recipient, in determining the site or location of housing or facilities provided in whole or in part with Measure H funds, may not make selections of such site or location which have the effect of excluding individuals from, denying them the benefits of, or subjecting them to discrimination on the grounds of race, color, religion, national origin, sex, handicap, or familial status or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendments thereto. e.(1) In administering a program or activity funded in whole or in part with Measure H funds regarding which Sub-Recipient has previously discriminated against persons on the grounds of race, color, religion, national origin, sex, handicap, or familial status, Sub-Recipient must take affirmative action to overcome the effects of prior discrimination. 13 (2) Even in the absence of such prior discrimination, Sub-Recipient, in administering a program or activity funded in whole or in part with Measure H funds, should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, religion, national origin, sex, handicap, or familial status. Where previous discriminatory practice or usage tends, on the grounds of race, color, national origin, sex, handicap, or familial status, to exclude individuals from participation in, to deny them the benefits of, or to subject them to discrimination under any program or activity to which Measure H funding applies, Sub-Recipient has an obligation to take reasonable action to remove or overcome the consequences of the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. (3) Sub-Recipient shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in services or facilities provided to any geographic area or specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. f. Notwithstanding anything to the contrary in the provisions under Section VIII.A.(1)(b)(1)-(5), nothing contained herein shall be construed to prohibit the Sub- Recipient from maintaining or constructing separate living facilities or rest room facilities for the different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed only by a member of the same sex as the recipients of the services. 2. Employment Discrimination a. Sub-Recipient shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, handicap, or familial status. Sub-Recipient shall take affirmative action to ensure that applicants are employed, and that employees are treated, during employment, without regard to their race, color, religion, sex, national origin, age, handicap, or familial status. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Sub-Recipient agrees to post in conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. b. Sub-Recipient shall, in all solicitations or advertisements for employees placed by or on behalf of the Sub-Recipient, state that all qualified applicants will receive consideration for employment without regards to race, color, religion, sex, national origin, age, handicap, or familial status. c. Sub-Recipient shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by Cites’ contracting officers advising the labor union or workers' representative of the Sub-Recipient 's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in conspicuous places available to employees and applicants for employment. d. Sub-Recipient shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 14 e.Sub-Recipient shall furnish to the Cities all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the related rules, regulations, and orders. f.In the event of Sub-Recipient’s failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the Cities may cancel, terminate, or suspend in whole or in part its performance and the Sub- Recipient may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g.Sub-Recipient shall include the provisions of the "Equal Employment Opportunities Practices," Section VIII.A. and all relevant subsections, in every sub-contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each sub-contractor or vendor. Sub-Recipient shall take such action for any sub-contract or purchase order as the Cities may direct as a means of enforcing such provisions including sanctions for non-compliance; provided, however, that, in the event the Sub- Recipient becomes involved in, or is threatened with, litigation with a sub-contractor or vendor as a result of such direction by the Cities, the Sub-Recipient may request the United States to enter into such litigation to protect the interests of the United States. h.Sub-Recipient shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or regarding any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). i.Sub-Recipient shall also provide ready access to and use of all Measure H funded assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and the Americans with Disabilities Act (42 U.S.C. §12101 et. seq.). (1) Remedies: In the event of Sub-Recipient’s failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the Cities may cancel, terminate, or suspend in whole or in part its performance and Sub-Recipient may be declared ineligible for further Government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. B.Personnel Policies: Cities may review Sub-Recipient's personnel policies and may make available to Sub-Recipient personnel policies developed by Cities. Cities' personnel policies are optional with Sub-Recipient, unless (a) at the time of negotiations of this Agreement, Cities mandate Sub-Recipient to use the Cities-developed personnel policies, in which case the requirement is attached hereto under special provisions, or (b) Cities verify personnel management problems during the program year, in which instance the Cities’ Manager may require use of the Cities-developed personnel practices, including use of Cities’ Personnel Policies Manual, as a condition of continued funding of future contract awards. Personnel policies include, but are not limited to, staff size and levels, salaries, supervisory-subordinate ratios, consultant fees, fringe benefits and other related matters. C.Nepotism: Sub-Recipient hereby agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by Sub-Recipient. For the purposes of this section, the 15 term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisory or management responsibilities including serving on the governing body of Sub-Recipient. D.Outside Employment: In its written personnel policies, Sub-Recipient shall include the following provisions governing outside employment of its employees: 1. Such employment shall not interfere with the efficient performance of the employee's duties in the implementation of this Agreement. 2. Such employment shall not involve a conflict of interest or an appearance of impropriety with the employee's duties in the implementation of this Agreement. 3. Such employment shall not involve the performance of duties which the employee should perform as part of his or her employment in the implementation of this Agreement; and 4. Such employment shall not occur during the employee's regular or assigned working hours in the implementation of this Agreement, unless, during the entire day on which such employment occurs, the employee is on vacation, compensatory leave or leave without pay. 5. Sub-Recipient shall establish effective procedures to enforce these provisions and must provide specific procedures regarding outside employment of its full-time personnel whose duties are not readily confined to a standard work-day or work-week. This personnel includes, but is not limited to, Executive Directors, neighborhood workers and other employees whose responsibilities may require them to be available for duty during evenings or on weekends. E.Conduct 1.Subcontracts a.Approvals: The Sub-Recipient shall not enter into any subcontracts with any agency or individual in the performance of this contract without the written consent of the Cities, prior to the execution of such agreement. b.Monitoring: Sub-Recipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow- up actions taken to correct areas of non-compliance. c.Content: Sub-Recipient shall cause all of the provisions of this contract, in its entirety, to be included in and made a part of any subcontract executed in the performance of this Agreement. d.Selection Process: Sub-Recipient shall undertake to ensure that all subcontracts let in the performance of this AGREEMENT shall be awarded on a fair and open competition basis. Executed copies of all subcontracts shall be forwarded to the Cities along with documentation concerning the selection process. 2.Conflict of Interest: Sub-Recipient agrees to abide by the provisions of 24 CFR, Part 570.611 regarding conflicts of interest. Sub-Recipient certifies that no member, officer, or employee of the Sub-Recipient is an officer or employee of the 16 Cities, or a member of any of their boards, commissions, or committees or entities that have any interest or holding which could be affected by any actions taken in execution of this Agreement. 3.Lobbying & Lobbying Certification: Sub-Recipient certifies, to the best of its knowledge and belief, that no State appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, any government official, an officer or employee of the State Legislature in connection with the awarding of any State contract, the making of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any State contract, grant, loan, or cooperative agreement. 4.No Benefit to Arise to Local Employee: No member, officer, or employee of the Cities, or its designees or agents, no member of the governing body of Cities, and no other public official who exercises any functions or responsibilities regarding the program during his tenure or for one year thereafter, shall have any interest, direct or indirect, in this Agreement or in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the program assisted under this Agreement. 5.Use of Funds for Entertainment or Gifts: Sub-Recipient certifies and agrees that it will not use funds provided through this Agreement to pay Sub-Recipient for entertainment or gifts. 6.Copyright: If this contract results in any copyrightable material or inventions, the Cities and/or grantor agency reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use, the work or materials for government purposes. Sub-Recipient agrees to comply with 37 CFR part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contract and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 7.Religious Proselytizing or Political Activities: Sub-Recipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this AGREEMENT. Funds under this AGREEMENT will be used exclusively for performance of the services required under this AGREEMENT and no funds shall be used to promote any religious or political activities. 8.Equal Employment Opportunity: In addition to the Equal Employment Opportunities Practices described in Section VIII.A. of this Agreement, Sub-Recipient agrees to comply with all applicable provisions of Executive Order 11246, "Equal Employment Opportunity," as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and as supplemented by regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." 9.Clean Air Act and Federal Water Pollution Control Act Compliance as amended (33 U.S.C. 1251 et. seq.). Violations shall be reported to the Federal awarding agency and the Regional Office of the U.S. Environmental Protection Agency. 10.Copeland "Anti-Kickback" Act Compliance: Sub-Recipient agrees to comply with all relevant portions of the Copeland "Anti-Kickback" Act (18 U.S.C. 874 and 40 U.S.C. 276c), which prohibits contractors and Sub-Recipient from inducing, by any means, any person employed in construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. Sub-Recipient agrees to report any and all suspected or reported violations to the Federal awarding agency. 17 11. Contract Work Hours and Safety Standards Act Compliance: Sub-Recipient agrees to comply with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as supplemented by Department of Labor regulations (29 CFR part 5), which governs the standard work week and overtime provisions. IX. SEVERABILITY If any provision of this AGREEMENT is found to be invalid, void, or unenforceable, the remaining provisions shall, insofar as reasonably possible, continue in full force in effect without being impaired or invalidated in any way. X. COUNTERPARTS This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. The counterparts shall together constitute one and the same Agreement. XI. WAIVER Cities’ waiver of one term or condition of this Agreement is not a waiver or breach of any other term or condition, nor of a subsequent breach of the term or condition waived. XII. INTERPRETATION A. Order of Precedence. In the event there are inconsistencies or conflicts in this Agreement or any exhibits or attachments hereto, unless otherwise provided herein, the inconsistencies shall be resolved by giving precedence in the following order: 1. County regulations for the use of Measure H Program funds. 2. The provisions of this Agreement and exhibits and attachments thereto. 3. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an exhibit, the terms of the Agreement will strictly prevail unless said terms are in conflict with federal, state or local law, in which case said law shall strictly prevail. B. Applicable Law: This Agreement, and the rights and duties of the Parties hereunder (both procedural and substantive), shall be governed by the laws of the State of California, except where superseded by federal law. C. Entire Agreement: This Agreement constitutes the entire agreement and understanding between the Parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings and agreements, written or oral. XIII. EXHIBITS The Exhibits to this Agreement are an integral part of this Agreement and have each been incorporated herein. 18 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first written above. CITY OF ARCADIA CITY OF SOUTH PASADENA By: ______________________________ By: ______________________________ Dominic Lazzaretto Marina Khubesrian City Manager Mayor Date: ______________________________ SUB-RECIPIENT UNION STATION HOMELESS SERVICES TAXPAYER ID # 95-3958741 ATTEST By: ________________________________ By: ______________________________ City Clerk Anne Miskey Chief Executive Officer APPROVED AS TO FORM: By: ________________________________ Stephen P. Deitsch City Attorney Date: ______________________________ CONCUR: By: ________________________________ Sara Somogyi Recreation Community Services Director EXHIBIT A STATEMENT OF WORK 1 Cities of Arcadia and South Pasadena Multi-Jurisdictional Proposal City Homelessness Plan Implementation Grant Section I. Overview On August 17, 2015, in response to the growing crisis of homelessness, the Los Angeles County Board of Supervisors launched the Homeless Initiative (HI) to prevent and combat homelessness which continues to pervade our communities. An unprecedented collaborative planning process resulted in a comprehensive plan consisting of 47 strategies, with four more strategies subsequently added. Recognizing the need to sustain the HI strategies, the Board of Supervisors approved the Measure H ordinance that identifies 21 of the 51 HI strategies as eligible for funding through Measure H. On March 7, 2017, the voters approved Measure H. Since the inception of the HI in 2015, collaboration and engagement with the 88 cities in the County has been a major priority for the County. Cities play a critical role in ensuring that the impact of these strategies is maximized. Cities have jurisdiction over housing and land use for about 90% of the countywide population, and thus play a vital role in developing affordable housing and interim housing. In 2017, the Board of Supervisors approved funding to cities to develop their own homelessness plans. In 2018, participating cities submitted their homelessness plans. In September 2018, the Board of Supervisors approved $9 million in Measure H funding for the HI and United Way Home for Good Funders Collaborative to issue a Request for Proposals (RFP) for the cities to implement their homelessness plans, either as individual cities or multi-jurisdictional partners. Based on the 2019 Point-in-Time Homeless Count (PIT Count) conducted by the Los Angeles Homeless Services Authority (LAHSA), the cities of Arcadia and South Pasadena have a combined homeless count of 91 individuals and family members. Since completing their Plans to Combat and Prevent Homelessness in 2018, both cities have been working to implement the action items in their respective plans. South Pasadena has identified a Homeless Coordinator and has undergone extensive training on homeless outreach, increased collaboration with LAHSA, enhanced existing partnerships with service providers and faith groups, increased collaboration across city departments with regard to homelessness, and participated in various other activities and forums. Arcadia has identified a city homeless contact, established a local team of key stakeholders has been established, new community resources have been created, and office space has been designated for a homeless case manager. Section II. Objectives and Program Description ☒Priority Area 1 - Increase the supply of supportive and interim housing for people experiencing homelessness. EXHIBIT A STATEMENT OF WORK 2 ☒Priority Area 2 - Enhance the effectiveness of County service systems for those experiencing and/or at-risk of homelessness. Priority Area 1 The Cities of Arcadia and South Pasadena Funds will implement a new interim housing (Motel Voucher) program, which will fund on average, four rooms per week. Two motel vouchers per week will be designated for Arcadia and two motel vouchers will be designated for South Pasadena. If one of the cities does not utilize all of the vouchers, the other multijurisdictional partner will have the opportunity to use them in order to get more people off the streets regionally. In addition, the Cities of Arcadia and South Pasadena will implement a Rapid Re- Housing (RRH) program that will support up to four households at any given time, with a goal of serving 6-9 households during the contract term. As appropriate, clients provided interim housing would be linked to and served through the RRH Program to ensure access to permanent housing resources. The Cities of Arcadia and South Pasadena will partner with Union Station Homeless Services & LAHSA housing locators to recruit a minimum of four landlords/property owners interested in participating in RRH. These will be newly designated units or rooms available for RRH within the local city limits and the San Gabriel Valley region. These programs support County Homeless Initiative Strategies B3 (Partner with Cities to Expand Rapid Re-Housing) and E8 (Enhance the Emergency Shelter System). Priority Area 2 The Cities of Arcadia and South Pasadena will utilize County Funding for a dedicated Case Manager who will provide services in safe and highly accessible and visible locations. The Case Manager with have strong knowledge of available resources to link people experiencing homelessness with needed programs, services, and housing options. The Case Manager will assess the specific needs of each client and arrange, coordinate, monitor, and advocate for housing and other services to meet the individual’s needs. This program supports County Homeless Initiative Strategies D5 (Support for Homeless Case Managers) and E7 (Strengthen the Coordinated Entry System). Section III. Tasks Task I: Cities of Arcadia and South Pasadena Enter into Agreement ACTIVITIES TARGET OUTCOME DUE DATE (IF APPLICABLE) Arcadia and South Pasadena will enter into a memorandum of agreement (MOA) or other type of agreement establishing the terms of their collaboration on this Executed MOA November 5, 2019 EXHIBIT A STATEMENT OF WORK 3 project. Task II: Execute Subcontractor Agreement ACTIVITIES TARGET OUTCOME DUE DATE (IF APPLICABLE) 1.Contract with Union Station Homeless Services (or other provider) to provide Case Management services to people experiencing homelessness. Executed subcontractor agreement approved in advance by the County. November 5, 2019 Task III: Establish and Implement the Interim Housing, Rapid Re-Housing, and Homeless Case Management Services programs. Activities Metrics Combined Target Outcome (Arcadia & South Pasadena) Interim Housing (motel vouchers) Number of individuals and family members newly enrolled 17 (18 months) Number of individuals and family members active in the program within the report date range 4 (per quarter) Number of individuals and family members who exited to any destination within the report date range N/A Number of individuals and family members who exited to permanent housing destination within the report date range 3 (18 months) Number of individuals and family members who exited to other interim housing destinations 5 (18 months) Percentage of individuals and family members who exited the program to permanent housing 15% Rapid Re-Housing Number of individuals and family members newly enrolled in the program within the report date range 6 (18 months) Number of individuals and family members active in the program 4 (per quarter) EXHIBIT A STATEMENT OF WORK 4 within the report date range Number of housing plans established for individuals and families 6 (18 months) Number of individuals and family members that move-in to permanent housing destination within the report date range 4 (18 months) Number of individuals and family members that exited to permanent housing destination within the report date range N/A Number of individuals and family members with move-in dates that exited the program to any destination N/A Number of individuals and family members who obtained employment 4 (18 months) Number of individuals and family members who obtained benefits 4 (18 months) Number of individuals and family members who retained permanent housing (reached the 6-month retention milestone from date of placement) 4 Number of individuals and family members placed in permanent housing who were eligible to meet the 6-month retention milestone (DENOMINATOR FOR ABOVE METRIC) 4 Number of individuals and family members who retained permanent housing (reached the 12-month retention milestone from date of placement) 4 Number of individuals and family members placed in permanent housing who were eligible to meet the 12-month retention milestone 4 Homeless Case Management Services Number of individuals and family members newly enrolled in the program within the report date range 40 (18 months) Number of individuals and family members active in the program 25 (18months) EXHIBIT A STATEMENT OF WORK 5 within the report date range Number of households assessed using the VI-SPDAT and relevant sub-surveys 85% Number of individuals and family members connected to services 50% Number of housing plans established for individuals and families. 20(18 months) Number of individuals and family members matched to a permanent housing resources including RRH and PSH 50 % Number of individuals and family members that move-in to permanent housing destination 10 (18 months) Number of individuals and family members who attained referrals to the interim housing, including motel vouchers funded by Arcadia and South Pasadena 17 (18 months) Number of individuals and family members referred to the rapid re- housing program funded by Arcadia and South Pasadena 4-6 ( 18 months) Section V. Staffing Provide description of staff roles that directly support the successful implementation of the funded program. Cities of Arcadia and South Pasadena Homeless Services Programs Agency Title Role City of Arcadia Director of Recreation and Community Services The Director will provide administrative oversight and coordination of housing and homelessness services for the City. The Director will coordinate the City's response to homelessness with other City Departments, LA County, and the community. Coordinate the annual Homeless (PIT) Count. City of Arcadia Police Department Staff The Police Department’s Homeless Education and Liaison Team will respond to calls for services, provide proactive outreach, and partner with Case Manager to conduct joint outreach. City of South Pasadena Homeless Coordinator/Sergeant The Sergeant will coordinate project implementation with USHS and the City of EXHIBIT A STATEMENT OF WORK 6 Arcadia to provide support and oversee direct service components and to provide updates to city management. City of South Pasadena City Management Staff The position will help accomplish the goals of the grant award, including reporting support and coordination with the City of Arcadia to ensure effective project implementation. Section VII. Deliverables Report Schedule Deliverable Due Date I. Provide copy of any subcontracted agreements necessary to implement the funded program and evidence of completed hiring of staff needed to implement funded program. Within 60 days of contract execution. II. Submit Quarterly Reports and supporting documents. Within 30 days after each quarter of program implementation Reporting Period Submit Report November 1, 2019 - January 31, 2020 February 29, 2020 February 1, 2020 – April 30, 2020 May 31, 2020 May 1, 2020 - July 31, 2020 August 31, 2020 August 1, 2020 – October 31, 2020 November 30, 2020 November 1, 2020 – January 31,2021 February 28, 2021 February 1, 2021 – February 28, 2021 March 31, 2021 . III. Submit Final Report March 31,2021 Quarterly Reports and Invoices shall be submitted to County Chief Executive Office - Homeless Initiative at the following email address: HomelessInitiativeCities@lacounty.gov EXHIBIT B 7 PRICING SCHEDULE Total Agreement amount of Two Hundred Ninety Two Thousand Dollars ($292,200) to be paid by County of Los Angeles. The County will pay up to 1/4 of the total contract sum amount upon execution of the subcontracts necessary to perform contract services. The remaining contract sum shall be paid out based on reimbursable charges over the term of the agreement. Arcadia and South Pasadena Homeless Services Programs NON - PERSONNEL COSTS Sub-Contract/Consultant Costs (Priority Area 1) Cities shall submit any subcontract agreements to the County for review and approval before payment may be issued for this cost. 1. Interim Housing (Motel Vouchers) 2. Rapid Re-Housing Total Cost not to exceed $180,900 Sub-Contract/Consultant Costs (Priority Area 2)1 Cities shall submit any subcontract agreements to the County for review and approval before payment may be issued for this cost. 1. Homeless Case Management Services $82,080 Administrative Costs (no more than 10% of the total contract sum and costs approved by the County are reimbursable upon proof of expenditure) Examples of admin costs: Office Supplies Printing/Mailing Mileage/Parking Materials Etc. Total Cost not to exceed $29,220 SUBTOTAL (NON- PERSONNEL COSTS) $292,200 TOTAL SUB-RECIPIENT AGREEMENT AMOUNT $292,200 *Changes within line items and/or categories require written authorization from the County Project Manager. Written authorization may be defined to include letter, email, and fax. A contract amendment is not required for changes within line items and/or categories. 1 Priority Area 2 programs require a City match. City match information is provided in Exhibit B1. EXHIBIT B1 8 CITY MATCH COMMITMENT: Priority Area 2 programs require city matching funds to ensure that the entire program is implemented. Below is an itemized list of contributions that the Cities committed to provide for the awarded program. This section does not include the County’s funding commitment. Arcadia and South Pasadena Homeless Services Programs PERSONNEL COSTS Position Title Number of Hours to be worked over the life of contract/hourly rate/FTE Total Cost to the City $ South Pasadena Homeless Coordinator 312 hours / FTE 0.10 $25,000 South Pasadena City Management Staff 40 hours $1,125 Arcadia Director of Recreation & Community Services 312 hours*$120/hour $37,000 Arcadia Police Department Staff $20,000 SUBTOTAL (PERSONNEL COSTS) $83,125 NON-PERSONNEL COSTS Arcadia Office Space $4,500 SUBTOTAL (NON- PERSONNEL COSTS) $4,500 TOTAL CITY COMMITMENT $87,625.00 TOTAL PROJECT AMOUNT $379,825