HomeMy WebLinkAboutC-4326 REIMBURSABLE CONTRACT
FOR THE
COMMUNITY DEVELOPMENT BLOCK GRANT
COVID-19 PROGRAM
BETWEEN
THE COUNTY OF LOS ANGELES
AND A
PARTICIPATING CITY
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COUNTY OF LOS ANGELES
COMMUNITY DEVELOPMENT BLOCK GRANT
COVID-19 PROGRAM
REIMBURSABLE CONTRACT
WITH A
PARTICIPATING CITY
TABLE OF CONTENTS
Recitals Page 1
Contract Administration, Scope of Services,Agreement to Implement.
and Time of Performance Pages 1-2
Compensation and Method of Payment Page 2
Compliance with Federal, State&Local Laws Pages 2-7
Lobbying Certifications&Termination for Failure to Comply with Federal
and County Lobbyist Requirements Page 7
General Provisions&Requirements
- Confidentiality of Reports Page 8
- Contract Work Hours& Safety Standards Act; and Accident Prevention Page 8
- Severability, Interpretation, Waivers Page 8
- Program Evaluations and Review Page 9
- Reports and Records Page 9
Financial Provisions&Requirements
- Accounting Page 9
- Expenditure Standards Pages 9-10
- Program Income Page 10
- Use of Funds Page 10
- Disallowed Costs Page 10
- Audits Page 10
- Audit Exceptions Page 10
- Nonexpendable Property Pages 10-11
- Purchase or Lease of Nonexpendable Property Page 11-12
- Revenue Disclosure Requirement Page 12
- Joint Funding Page 12
- Reversion of Assets Pages12- 13
- Fiscal Limitations Pages 13-14
- Financial Closeout Period Page 14
Federal, State, County Provisions&Other Requirements
- Notice To Employees Regarding the Federal Earned Income Credit Page 14
- Affirmative Action Page 14
- Discrimination Page 14
- Time of Performance Modifications Pages 14-15
- Independent Contractor Page 15
- Employees of Operating Agency Page 15
- Assignment Page 15
- Subcontracting Page 16
- Amendments/Variations Pages 16-17
- Notices Page 17
- Certification Prohibiting Use of Excessive Force Page 17
- Drug-Free Workplace Pages 17-19
- Residential Antidisplacement and Relocation Assistance Page 19
- Section 3 Pages 19-21
- County's Quality Assurance Plan Page 21
- Insurance Page 21
- Failure to Procure Insurance Page 21
- Indemnification Page 22
- Termination for Improper Consideration(Gratuities) Page 22
- Termination for Cause Pages 22-23
- Termination for Convenience Page 23
- Conflict of Interest Pages 23-24
- Use of Recycled-Content Paper Products Page 24
- Architectural Barriers Act and the Americans with Disabilities Act Page 24
- Construction/Rehabilitation Projects Page 24
- Contractor Responsibility and Debarment Pages 24-25
- Copeland"Anti-Kickback"Act Page 27
- Davis Bacon Act Page 27
- Patent Rights Page 27
- Operating Agency's Warranty of Adherence to County's Child
Support Compliance Program Page 27
- Termination for Breach of Warranty to Maintain Compliance with
County's Child Support Compliance Program Page 27
- Post Most Wanted Delinquent Parents List Page 27
- Notice To Employees Regarding Safely Surrendered Baby Law Pages 28-29
- Operating Agency's Acknowledgement of County's Commitment
to the Safely Surrendered Baby Law Page 28
- Photographs,Footage, and Other Media Material Page 28
- Operating Agency's Warranty of Compliance with County's Defaulted
Property Tax Reduction Program Page 28
- Termination for Breach of Warranty to Maintain Compliance with
County's Defaulted Property Tax Reduction Program Pages 28-29
- Compliance with County's Zero Tolerance Human Trafficking Page 29
- Clean Air Act Page 29
- Energy Policy and Conservation Act Page 29
- Warranty of Authority Page 29
- Entire Contract Page 29
COUNTY OF LOS ANGELES
COMMUNITY DEVELOPMENT BLOCK GRANT
COVID-19 PROGRAM
REIMBURSABLE CONTRACT
WITH PARTICIPATING CITY
CONTRACT NUMBER: 110781
THIS REIMBURSABLE CONTRACT (Contract) is made and entered into this day of,
20«CurrentYear», by and between the County of Los Angeles, hereinafter called the "County,"
acting by and through the Los Angeles County Development Authority (LACDA), and the City
of Arcadia, hereinafter called the "Operating Agency."
WITNESSETH THAT:
WHEREAS, the County has entered into a contract with the United States of America,
through its U.S. Department of Housing and Urban Development (HUD), to execute the
County's Community Development Block Grant (CDBG) COVID-19 Program under the
Housing and Community Development Act of 1974, as amended, and the Coronavirus Aid,
Relief, and Economic Security (CARES) Act, as enacted on March 27, 2020, hereinafter called
the "Act;"
WHEREAS, California Government Code Section 53703 authorizes the County and
Operating Agency to enter into this Contract in furtherance of the Program; and
WHEREAS,the Operating Agency desires to participate in said Program,
NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the
mutual benefits to be derived therefrom,the parties agree as follows:
1. CONTRACT ADMINISTRATION. The LACDA, through its Executive Director
(LACDA) or his/her designee, shall have full authority to act for the County in the
administration of this Contract consistent with the provisions contained herein.
2. SCOPE OF SERVICES. The Operating Agency is to perform services consistent
with the goals and objectives set forth in the LACDA Housing and Community
Development Consolidated Plan (HCDCP), adopted by the County Board of
Supervisors on May 22, 2018, including the amendment generated due to the
COVID-19 Program, or any amendment or successor thereto, which is incorporated
herein by this reference.
3. AGREEMENT TO IMPLEMENT. The Operating Agency is eligible for
reimbursement for a project implemented under this Contract only after an
Agreement to Implement (ATI), accompanied by detailed Project Descriptions and
Budgets for each project funded, are developed to the satisfaction of the Executive
Director, or his/her designee, and is executed by both the Executive Director, or
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his/her designee, and the Operating Agency. This Contract shall consist of this
document, the ATI,and attachments: Exhibit A(s), Project Descriptions and Activity
Budgets, and Exhibit B, Insurance Requirements.
4. TIME OF PERFORMANCE. The Operating Agency shall commence services and
complete same by no later than June 30, 2021. Specified project start and completion
dates shall be a part of the ATI procedure described above for initiating the project(s).
5. COMPENSATION AND METHOD OF PAYMENT. For satisfactory performance
under this Contract, the County shall reimburse the Operating Agency an amount not
to exceed One Hundred Eighty Thousand Dollars and Zero Cents ($180,000.00),
which shall constitute full and complete compensation hereunder for the
implementation of this Contract. Said compensation will only be paid out of funds
received by the County from the Federal government under the Act, or from program
income, as described in 2 CFR Part 200 Subpart D 200.307 and 24 CFR Section
570.504, accumulated under said program, for allowable costs actually paid for the
expressed purposes specified. The parties understand and agree that such
compensation, if any, shall be conditioned upon receipt of said funds by the County
from the Federal government or accumulation of program income from said program,
and shall not be a charge against any other funds of the County. Further, such funds,
if any, shall be paid only after development and execution of the ATI(s)necessary to
implement the project(s) covered by this Contract and submission and approval of the
electronic payment request form. This payment request form must be submitted on a
minimum of a bi-monthly basis as specified and provided by the County. The
Operating Agency shall bill for expenditures on a reimbursable basis for each project
for which an ATI has been executed. After timely receipt and approval of each
payment request form, the County will draw a check in favor of the Operating
Agency in the approved amount. After the expiration of the financial closeout period,
those funds not paid under this Contract, if any, will be returned to the Operating
Agency's un-programmed funds.
The Operating Agency shall have no claim against the County for payment of any
money or reimbursement, of any kind whatsoever, for any service provided by the
Operating Agency after the expiration or other termination of this Contract. Should
the Operating Agency receive any such payment, it shall immediately notify the
County and shall immediately repay all such funds to the County. Payment by the
County for services rendered after expiration and/or termination of this Contract shall
not constitute a waiver of the County's right to recover such payment from the
Operating Agency. This provision shall survive the expiration or other termination of
this Contract.
6. COMPLIANCE WITH LAWS. All parties agree to be bound by all applicable
Federal, State, and local laws, ordinances, regulations, and directives as they pertain
to the performance of this Contract. This Contract is subject to and incorporates the
terms of the Act; 24 CFR Part 570; 2 CFR Part 200, Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards;
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Executive Order 12372; the County Auditor-Controller Contract Accounting and
Administration Handbook; and all amendments or successor laws, regulations, or
guidelines thereto (hereinafter called the "Laws, Regulations and Guidelines"). The
Operating Agency has, and shall maintain, copies of the Laws, Regulations and
Guidelines. Furthermore, the Operating Agency acknowledges that it has read and
understands the Laws, Regulations, and Guidelines.
As required by 2 CFR Part 200 Section 200.414, the Operating Agency may charge
an indirect cost rate to this contract that is based on:
a. The negotiated indirect rate approved by its cognizant agency for the Fiscal
Year applicable to this contract;or
b. If the Operating Agency receives less than $35 Million in Federal funding and
has never received a negotiated indirect cost rate from a Federal Agency,a de
minimis rate of 10% of Modified Total Direct Costs (MTDC), as defined in 2
CFR Part 200.68.
The Catalogue of Federal Domestic Assistance (CFDA) number assigned to the
Community Development Block Grant Program is 14.218 and the Federal Award
Identification Number (FAIN) assigned to the County is B-20-UW-06-0505. The
Operating Agency is required by the County to register and maintain an active
Unique Entity Identifier (also known as the Data Universal Numbering System
(DUNS) number) in order to apply for,receive, implement, and report on a Federally-
funded program. Furthermore, the County certifies that it has received and maintains
an active Unique Entity Identifier number for each Agency.
The Operating Agency shall comply with all applicable uniform administrative
requirements. The Operating Agency shall carry out each activity in compliance with
all applicable Federal laws and regulations described in 24 CFR Part 570 Subparts J
and K, and 2 CFR Part 200, except that:
a. The Operating Agency does not assume the County environmental
responsibilities described in 24 CFR Section 570.604, and 24 CFR Part 58.1;
and;
b. The Operating Agency does not assume the County's responsibility for
initiating the review process under Executive Order 12372.
The Operating Agency agrees to be bound by applicable Federal, State and local
laws, regulations, and directives as they pertain to the performance of the Contract,
including, but not limited to, Sections a-j below. This Contract is subject to and
incorporates the terms of the Housing and Community Development Act of 1974, as
amended by the Cranston-Gonzales National Affordable Housing Act, 1990 and 2
CFR, Part 200.
Revised 5/2020 3
a. The Operating Agency shall comply with the Civil Rights Act of 1964 Title VI
which provides that no person shall, on the grounds of race, color, or national
origin, be excluded from participation in, be denied the benefits of, or be
subjected to discrimination under any program or activity receiving Federal
financial assistance.
b. The Operating Agency shall comply with Section 109 of the Housing and
Community Development Act of 1974 which states that no person in the
United States shall, on the grounds of race, color, sex or national origin be
excluded from participation in, be denied the benefits of, or be subjected to
discrimination under any program or activity funded in whole or in part with
funds made available under this title.
c. The Operating Agency shall comply with the Age Discrimination Act of 1975
and Section 504 of the Rehabilitation Act of 1973, which require that no
person in the United States shall be excluded from participating in, denied the
benefits of, or be subjected to discrimination under this Contract on the basis
of age or with respect to an otherwise qualified disability.
d. The Operating Agency shall comply with 24 CFR Part 5, including non-
discrimination and equal opportunity requirements at 24 CFR 5.105(a).
Furthermore, the Operating Agency shall comply with 24 CFR Parts 5 and
203, which prohibit discrimination in HUD-funded programs based upon
sexual orientation or gender identity. The rule precludes owners and operators
of HUD-assisted housing or housing who's financing is insured by HUD from
inquiring about the sexual orientation or gender identity of an applicant or
occupant.
e. The Operating Agency shall ensure equal opportunity, in the award and
performance of any contract, to all persons without regard to race, color,
gender, sexual orientation, religion, national origin, ancestry, age, marital
status, or disability.
f. During the performance of this contract, the Operating Agency agrees as
follows:
i. The Operating Agency shall comply with Executive Order 11246 of
September 24, 1965, titled, Equal Employment Opportunity, later
amended by Executive Order 11375 on October 13, 1967 and
supplemented in Department of Labor Guidelines (41 CFR Part 60),
which require that during the performance of this Contract, the
Operating Agency will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, or
national origin. The Operating Agency will take affirmative action to
ensure that applicants are employed, and that employees are treated
fairly during employment, without regard to their race, color, religion,
Revised 5/2020 4
sex, or national origin. Such action shall include, but not be limited to
the following: employment, promotion, demotion, or transfer;
recruitment or recruitment advertising; layoff or termination; rates of
pay or other forms of compensation; and selection for training,
including apprenticeship. The Operating Agency agrees to post in
conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officer setting
forth the provisions of the non-discrimination clause.
ii. The Operating Agency will, in all solicitations or advertisements for
employees placed by or on behalf of the Operating Agency, state that
all qualified applicants will receive consideration for employment
without regard to race,color, religion, sex, or national origin.
iii. The Operating Agency will send to each labor union or representative
of workers with which he has a collective bargaining agreement or
other contract or understanding, a notice to be provided by the agency
of the Operating Agency's contracting officer,advising the labor union
or worker's representative of the Operating Agency's commitments
under Section 202 of Executive Order No. 11246 of September 24,
1965, and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
iv. The Operating Agency will comply with all provisions of Executive
Order No. 11246 of September 24, 1965, and of the rules, regulations
and relevant orders of the Secretary of Labor.
v. The Operating Agency will furnish all information and reports
required by the Executive Orders and by the rules, regulations, and
orders of the Secretary of Labor, or pursuant thereto, and will permit
access to its books, records, and accounts by the LACDA and the
Secretary of Labor for purposes of investigation to ascertain
compliance with such rules,regulations, and orders.
vi. In the event that the Operating Agency fails to comply with the non-
discrimination clauses of this Contract or with any of such rules,
regulations, or orders, this Contract may be canceled, terminated, or
suspended in whole or in part, and the Operating Agency may be
declared ineligible for further Government contracts in accordance
with procedures authorized in the Executive Orders and such other
sanctions may be imposed and remedies invoked as provided in the
Executive Orders or by rule, regulation, or order of the Secretary of
Labor,or as otherwise provided by law.
vii.The Operating Agency will include the provisions of these paragraphs
in every subcontract or purchase order unless exempted by rules,
Revised 5/2020 5
regulations, or orders of the Secretary of Labor issued pursuant to
Section 204 of the Executive Order No. 11246 of September 24, 1965,
that such provisions shall be binding upon each subcontractor or
vendor. The Operating Agency will take such actions with respect to
any subcontract or purchase order as the County may direct as a means
of enforcing such provisions including sanctions for noncompliance,
provided however, that in the event the Operating Agency becomes
involved in, or is threatened with litigation with a subcontractor or
vendor as a result of such direction by the County, the Operating
Agency may request the United States to enter into such litigation to
protect the interests of the United States.
g. The Operating Agency shall comply with Executive Order 13166, titled
"Improving Access to Services by Persons with Limited English Proficiency."
Executive Order 13166 requires that Federally-assisted agencies make
reasonable efforts to provide language assistance to ensure meaningful access
for Limited English Proficiency (LEP) persons to the agency's programs and
activities. HUD guidelines on LEP were published in the Federal Register on
January 22, 2007, and were effective February 21, 2007. These HUD
guidelines should be applied to Federally-subsidized housing, programs, and
other services which may be contracted out to other contractors.
h. Should the Operating Agency require additional or replacement personnel
after the effective date of this Contract, the Operating Agency 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. The Operating Agency shall contact the County's GAIN
Program and the GROW Program at (562) 908-6858 for a list of
GAIN/GROW participants by job category.
i. The Operating Agency is prohibited by the Department of Interior and Related
Agencies Appropriations Act, known as the Byrd Amendments, and HUD's
24 CFR Part 87, from using Federally-appropriated funds for the purpose of
influencing or attempting to influence an officer or employee of any agency,a
Member of Congress, an officer or employee of Congress,or an employee of a
Member of Congress in connection with the awarding of any Federal contract,
the making of any Federal grant, loan, or cooperative Contract, and any
extension, continuation, renewal, amendment, or modification of said
documents.
Should the Operating Agency or persons/subcontractors acting on behalf of
the Contract fail to fully comply with the Federal Lobbyist Requirements civil
penalties shall result.
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j. The Operating Agency and each County lobbyist or County lobbyist firm, as
defined in Los Angeles County Code Chapter 2.160 (County Ordinance 93-
0031), retained by the Operating Agency, shall fully comply with the
requirements as set forth in said County Code Chapter.
7. LOBBYING CERTIFICATIONS. With regard to the certification for contracts,
grants, loans, and Cooperative Agreements, the undersigned certify, to the best of
their knowledge and belief,that:
a. The Operating Agency is familiar with the Los Angeles County Code Chapter
2.160 and assures the County that all persons acting on behalf of the
Operating Agency will comply with the County Code.
b. The Operating Agency is familiar with the Federal Lobbyist Requirements
and assures the County that all persons and/or subcontractors acting on behalf
of the Operating Agency will comply with the Federal Lobbyist
Requirements.
c. No Federally-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, a Member of Congress, an
officer or employee of Congress, or an employee of a Member of Congress in
connection with the awarding of any Federal contract, the making of any
Federal grant, the making of any Federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal, amendment,
or modification of any Federal contract, grant, loan, or cooperative agreement.
d. If any funds other than Federally-appropriated funds have been paid or will be
paid to any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, or any employee of a
Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard
Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its
instructions.
e. The undersigned shall require that the language of this certification be
included in the award documents for all sub-awards at all tiers (including sub-
contracts, sub-grants, and contracts under grants, loans, and cooperative
agreements) and that all sub-recipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction
imposed by section 1352, title 31, U.S. Code. Any person who fails to file the
required certification shall be subject to a civil penalty of not less than
$10,000 and not more than $100,000 for each such failure.
Revised 5/2020 7
8. TERMINATION FOR FAILURE TO COMPLY WITH FEDERAL AND COUNTY
LOBBYIST REQUIREMENTS. Failure on the part of the Operating Agency and/or
its Lobbyist(s) to fully comply with said Federal and County Lobbyist requirements
shall constitute a material breach of the Contract upon which the County may
immediately terminate this Contract, and the Operating Agency shall be liable for any
and all damages incurred by the County and/or any Federal agency as a result of such
breach.
9. CONFIDENTIALITY OF REPORTS. The Operating Agency shall keep
confidential all reports, information, and data received, prepared or assembled
pursuant to performance hereunder. Such information shall not be made available to
any person, firm, corporation, or entity without the prior written consent of the
County.
10. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT; AND
ACCIDENT PREVENTION. The Operating Agency shall comply with the Contract
Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable,
contracts awarded in excess of$100,000 that involve the employment of mechanics
or laborers must include a provision in compliance with 40 U.S.C. 3702 and 3704, as
supplemented by the Department of Labor Regulations (29 CFR Part 5).
The Operating Agency shall also comply with all applicable Federal, State, and local
laws governing safety, health, and sanitation. The Operating Agency shall provide
all safeguard safety devices and protective equipment and take any other needed
actions, as its own responsibility, as reasonably necessary to protect the life and
health of employees on the job, the safety of the public and personal, and real
property in connection with the performance of this Contract.
11. SEVERABILITY. In the event that any provision herein contained is held to be
invalid, void, or illegal by any court of competent jurisdiction, the same shall be
deemed severable from the remainder of this Contract and shall in no way affect,
impair, or invalidate any other provisions contained herein. If any such provision
shall be deemed invalid due to its scope of breadth, such provision shall be deemed
valid to the extent of the scope of breadth permitted by law.
12. INTERPRETATION. No provision of this Contract shall be interpreted for or
against either party because that party or that party's legal representative drafted
such provision, but this Contract is to be construed as if both parties drafted it hereto.
13. WAIVERS. 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 section 13 shall not be exclusive and are in addition to any other rights
and remedies provided by law or under this Contract.
Revised 5/2020 8
14. PROGRAM REVIEW AND EVALUATION The County will monitor,evaluate, and
provide guidance to the Operating Agency in the performance of the CDBG COVID-
19 Program. Reviews will focus on the extent to which the planned CDBG COVID-
19 Program has been implemented and measurable goals achieved, effectiveness of
the program management, and impact of the program.
The Operating Agency shall make available for inspection to authorized County and
HUD personnel and their agents, for a total of five (5) years from the expiration date
of this Contract, all records, including financial, pertaining to its performance under
this Contract, and allow said County and HUD personnel and agents to inspect and
monitor Operating Agency's facilities and program operations, and interview
Operating Agency staff and program participants, as required by the County and/or
HUD.
The Operating Agency agrees to submit all data that are necessary to complete an
Annual Performance and Evaluation Report and monitor program accountability and
progress in accordance with HUD requirements in the format and at the time
designated by the LACDA,through its Executive Director or his/her designee.
Failure of the Operating Agency to comply with the requirements of this Section shall
constitute a material breach of the Contract upon which the LACDA, through its
Executive Director, or his/her designee, may cancel, terminate, or suspend this
Contract.
15. REPORTS AND RECORDS. The Operating Agency agrees to prepare and submit
financial, program progress, monitoring, evaluation, or other reports required by the
County. The Operating Agency shall maintain and permit onsite inspections of such
property, personnel, financial, and other records and accounts as are considered
necessary by the County to assure proper accounting for all Contract funds during
the term of this Contract and for a total of five (5) years thereafter. The Operating
Agency will ensure that its employees, agents, City Council members, officers, and
board members furnish such information which, in the judgment of County
representatives, may be relevant to a question of compliance with contractual
conditions, with County or HUD directives, or with the effectiveness, legality, and
achievements of the program.
16. ACCOUNTING. The Operating Agency shall establish and maintain on a current
basis an adequate accounting system in accordance with generally accepted
accounting principles and standards, and the County Auditor-Controller Contract
Accounting and Administration Handbook. Regardless of the Operating Agency's
method of accounting, expenses must be reported in accordance with Sections 5 and
29 of this Contract.
17. EXPENDITURE STANDARDS. CDBG COVID-19 funds shall be spent in a timely
manner and at an expenditure rate as determined by the County. If funds are not
Revised 5/2020 9
being spent in a timely manner, the County reserves the right to make the final
determination, in its sole discretion, as to the amount of reduction of the Operating
Agency's grant allocation,if any.
18. PROGRAM INCOME. Program Income shall be returned monthly for the duration
of this Contract. Upon termination of this Contract, the County reserves the right to
determine the final disposition of any program income, as described in 2 CFR, Part
200, Subpart D 200.307 and 24 CFR 570.504, accumulated under the project(s) set
forth in Exhibit A. Said disposition may include the County taking possession of said
program income.
19. USE OF FUNDS. All funds approved under this Contract shall be used solely for
costs approved in the project budget(s) for the ATI(s)under this Contract. Contract
funds shall not be used as a cash advance between contracts, as security to guarantee
payments for any non-program obligations, or as loans for non-program activities.
Separate financial records shall be kept for such funding source(s) and program.
20. DISALLOWED COSTS. If the Operating Agency has failed to return unexpended
funds or funds spent for disallowed costs related to any CDBG CVOD-19 contract it
has with the County,the County may withhold and offset payments to be made to the
Operating Agency under this Contract.
21. AUDITS. The Operating Agency shall make available for inspection and audit to
authorized County and HUD personnel and their agents, for a total of five (5) years
from the expiration date of this Contract, and allow said County and HUD personnel
and agents to inspect and audit all of its books and records relating to the operating
of each project or business activity which is funded in whole, or in part, with Federal
or State grant monies, including the project(s) under this Contract.
Failure of the Operating Agency to comply with the requirements of this Section
shall constitute a material breach of this Contract upon which the LACDA, through
its Executive Director,may cancel,terminate, or suspend this Contract.
22. AUDIT EXCEPTIONS. The Operating Agency agrees that in the event that the
program established hereunder is subject to audit exceptions by appropriate audit
agencies, it shall be responsible for complying with such exceptions and paying the
County the full amount of the County's liability to the funding agency resulting from
such audit exceptions.
23. NONEXPENDABLE PROPERTY. Nonexpendable property means leased or
purchased tangible personal property, included, but not limited to a vehicle, office
equipment, etc. having a useful life of more than one (1) year and an acquisition cost
of $5,000 or more per unit. Nonexpendable property shall also include, but not
limited to real property, and any interest in real property (including any mortgage or
other encumbrance of real property).
Revised 5/2020 10
Any utilization of funds derived from the sale or disposition of nonexpendable
property must have prior approval of the County and otherwise comply with all
applicable laws and regulations. In the event that the Contract is terminated, the
County reserves the right to determine the final disposition of said nonexpendable
property acquired for this project with CDBG COVID-19 funds, including funds
derived there from. Said disposition may include taking possession of said
nonexpendable property.
The Operating Agency shall maintain up-to-date inventory records, listing all non-
expendable property with an acquisition cost of$5,000 or more that it has leased or
purchased during the term of this Contract. The following items should be included
in the list: description of property, serial or ID number, source of funds that
purchased the item, including the Federal Award Identification Number (FAIN),
owner of property, date of purchase, total cost, percentage of cost paid with CDBG
COVID-19 Program funds and/or other Federal monies, location, condition and use
of property, date of disposal, sale price or method used to determine the current
market value, name of the individual completing the inventory, and the date the
inventory was taken or updated. The Operating Agency shall conduct a physical
inventory of the nonexpendable property at least once a year,reconcile the inventory
with its property records, and maintain these records for five (5) years after the
termination or expiration of this Contract.
In the event there is a change of use or disposition of the property during the term of
this Contract, except in the case of real property in excess of$25,000, if the market
value of the property is over $5,000, the Operating Agency shall immediately pay to
the County a pro-rata share of the current market value of the property, or proceeds
from the sale. The pro-rata share shall be calculated by multiplying the current
market value by the percentage of the purchase price paid with CDBG COVID-19
funds or program income.
If there is a residual inventory of unused supplies, upon termination or completion of
the project or termination or expiration of this Contract, with a current aggregate
market value exceeding $5,000 and if the supplies are not needed for any other
federally sponsored program(s) or project(s), the Operating Agency shall
immediately pay the County for its pro rata share of the current aggregate market
value or proceeds from the sale calculated at the percentage of the purchase price
paid with CDBG funds. The Operating Agency shall obtain prior approval of the
County and otherwise comply with all applicable laws and regulations prior to
utilizing the supplies for any other federally sponsored program(s)or project(s).
24. PURCHASE OR LEASE OF NONEXPENDABLE PROPERTY. The Operating
Agency may use its own documented procurement procedures which reflect
applicable State and local laws and regulations, provided that procurement
procedures conform to applicable Federal law and the standards identified in 2 CFR
Part 200, Subpart D 200.318-200.326.
Revised 5/2020 11
All procurement transactions must be conducted in a manner providing for full and
open competition consistent with the standards of 2 CFR Part 200 Section 200.319
and Section 200.320, Methods of Procurement to be followed. Whenever possible,
the Operating Agency must take all necessary affirmative steps to assure that
minority businesses, women's business enterprises, and labor surplus area firms are
used.
25. REVENUE DISCLOSURE REQUIREMENT. Upon request, the Operating Agency
shall file with the County a written statement listing all revenue received, or
expected to be received, by the Operating Agency from all funding sources applied
for, or expected to be applied for, to offset, in whole or in part, any of the costs
incurred by the Operating Agency in conducting current or prospective projects or
business activities, including, but not necessarily limited to, the project or business
activity which is the subject of this Contract. Such statement shall reflect the name
and a description of such business activity,the dollar amount of funding provided, or
to be provided, by each and every funding source for each such project or business
activity, and the full name and address of each funding source. The Operating
Agency shall make available for inspection and audit to the County's representatives,
upon request, at any time during the duration of this Contract, and for a period of
five (5) years thereafter, all of its books and records relating to the operation of each
project or business activity which is funded in whole or in part with all funding
sources including the project(s) funded under this Contract, whether or not such
monies are received through the County. All such books and records shall be
maintained by the Operating Agency at a location in Los Angeles County.
Failure of the Operating Agency to comply with the requirements of this Section of
this Contract shall constitute a material breach of this Contract upon which the
County may immediately cancel,terminate, or suspend this Contract.
26. JOINT FUNDING. For projects in which there are sources of funds in addition to
CDBG COVID-19 Program funds,the Operating Agency shall provide proof of such
other funding upon request. The County shall not pay for any costs incurred by the
Operating Agency, which are funded by other sources. All restrictions and/or
requirements provided for in this Contract, relative to accounting, budgeting, and
reporting, apply to the total project regardless of funding source. Separate financial
records shall be kept for each funding source and program.
27. REVERSION OF ASSETS. Upon expiration or termination of this Contract, the
Operating Agency shall immediately transfer to the County any remaining CDBG
COVID-19 funds on hand at the time of expiration or termination and any accounts
receivable attributable to the use of CDBG COVID-19 Program funds. Any real
property under the Operating Agency's ownership or possession that was acquired or
improved in whole or in part with CDBG COVID-19 Program funds in excess of
$25,000 shall be either:
Revised 5/2020 12
a. Used to meet one of the national objectives in 24 CFR Section 570.208 for
five (5) years following the close-out of the CDBG COVID-19 grant from
which assistance to the property was provided after expiration of this Contract
(24 CFR Section 570.505), or such longer period of time as may be specified
in the Exhibit A; or
b. Disposed of in a manner, which results in the County being reimbursed in the
amount of the current market value of the property less any portion thereof
attributable to expenditures of non-CDBG COVID-19 funds for acquisition of,
or improvement to, the property. Such reimbursement is not required after the
period of time and under the conditions specified in subparagraph a. above.
The Operating Agency shall maintain the use of the real property and documentation
verifying compliance with the national objective for a period of five (5) years after
closeout of this project. The Operating Agency must submit to the County a
completed certification form verifying that the real property is used exclusively for
the eligible use and purpose as provided in the Exhibit A. This form shall be
submitted on an annual basis, when requested, beginning in year two (2) and for a
period of five (5) years after closeout of the project. In case of a change of use or
disposition, the County must be reimbursed for the market value of the property at
the time of disposition, or proceeds from the sale, less the pro rata share of
expenditures made with non-CDBG COVID-19 funds to acquire or improve the
property.
28. FISCAL LIMITATIONS. The United States of America, through HUD, may, in the
future, place programmatic or fiscal limitation(s) on CDBG COVID-19 funds.
Accordingly, the County reserves the right, in its sole discretion, to revise this
Contract in order to take into account actions and events affecting CDBG COVID-19
program funding. In the event of a CDBG COVID-19 funding reduction by HUD,
the County may, in its sole discretion, reduce the compensation amount of this
Contract in whole or in part, or may limit the rate of the Operating Agency's use of
both its uncommitted and its unspent funds. The LACDA, through its Executive
Director, or his/her designee, may act for the County in implementing and effecting
such a reduction in the compensation amount of this Contract.
Where the LACDA, through its Executive Director, or his/her designee, has
reasonable grounds to question the fiscal accountability, financial soundness, or
compliance with this Contract of the Operating Agency, the LACDA, through its
Executive Director, or his/her designee, may suspend this Contract for up to 60 days,
upon three (3) days' notice to the Operating Agency pending an audit or other
resolution of such questions. In no event, however, shall a revision made by the
County affect expenditures and legally binding commitments made by the Operating
Agency before it received notice of such revision, provided that such amounts have
been committed in good faith and are otherwise allowable, that such commitments
are consistent with HUD cash withdrawal guidelines, and that CDBG COVID-19
Revised 5/2020 13
Program funds are available to the County to satisfy such expenditures or legally
binding commitments.
29. FINANCIAL CLOSE OUT PERIOD. The Operating Agency agrees to comply and
complete all necessary financial close out procedures required by the County and,
within a period of not more than 60 calendar days from the expiration date of this
Contract. This time period will be referred to as the financial close out period. The
County is not liable to provide reimbursement for any expenses or costs associated
with this Contract after the expiration of the financial close out period. After the
expiration of the financial close out period, those funds not paid to the Operating
Agency under this Contract, if any, may be immediately reprogrammed by the
Operating Agency into other eligible activities. The County may request a final
financial audit for activities performed under this Contract at the expiration of the
financial close out period.
30. NOTICE TO EMPLOYEES REGARDING THE FEDERAL EARNED INCOME
CREDIT. The Operating Agency 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 1015.
31. AFFIRMATIVE ACTION. The Operating Agency shall make every effort to ensure
that all projects funded wholly or in part by CDBG COVID-19 funds shall provide
equal employment and career advancement opportunities for minorities and women.
In addition, the Operating Agency shall make every effort to employ residents of the
project area(s) specified in the ATI(s).
32. DISCRIMINATION. No person shall, on the grounds of race, gender, sexual
orientation, creed, color, religion, national origin, age, or physical handicap, be
excluded from participating in, be refused the benefits of, or otherwise be subjected
to discrimination in any activities, programs, or employment supported by this
Contract.
33. TIME OF PERFORMANCE MODIFICATIONS. The Executive Director,or his/her
designee, may grant time of performance modifications to this Contract when such
modifications:
a. Are specifically requested by the Operating Agency;
b. Will not change the project goals or scope of services;
c. Are in the best interests of the County and the Operating Agency in
performing the scope of services under this Contract;
d. Do not alter the total amount of compensation under this Contract; and
Revised 5/2020 14
e. Are in writing prior to expenditures being made.
34. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this
Contract will be acting in an independent capacity and not as agents, employees,
partners, joint venture partners, or associates of one another. The employees or
agents of one party shall not be deemed or construed to be the employees or agents
of the other party for any purpose whatsoever, including workers' compensation
liability. The Operating Agency shall bear the sole responsibility and liability for
furnishing workers' compensation benefits to any person for injuries arising from or
connected with services performed on behalf of the Operating Agency pursuant to
this Contract.
35. EMPLOYEES OF OPERATING AGENCY. Workers' Compensation: The
Operating Agency understands and agrees that all persons furnishing services to the
County pursuant to this Contract are, for the purposes of workers' compensation
liability, employees solely of the Operating Agency. The Operating Agency shall
bear sole responsibility and liability for providing workers' compensation benefits to
any person for injuries arising from an accident connected with services provided to
the County under this Contract.
Professional Conduct: The County does not and will not condone any acts, gestures,
comments, or conduct from the Operating Agency's employees, agents or
subcontractors which may be construed as sexual harassment or any other type of
activities or behavior that might be construed as harassment. The County will
properly investigate all charges of harassment by residents, employees, or agents of
the County against any and all Operating Agency's employees, agents, or
subcontractors providing services for the County.The Operating Agency assumes all
liability for the actions of the Operating Agency's employees, agents, or
subcontractors and is responsible for taking appropriate action after reports of
harassment are received by the Operating Agency.
36. ASSIGNMENT. The Operating Agency may not assign or subcontract any portion
of this Contract without the express written consent of the County. Any attempt by
the Operating Agency to assign or subcontract any performance of the terms of this
Contract shall be null and void and shall constitute a material breach of this
Contract, upon which the County may immediately terminate this Contract through
the Executive Director.
37. SUBCONTRACTING. The requirements of this Contract may not be subcontracted
by the Operating Agency without compliance of procurement standards and methods
as outlined in 2 CFR Part 200 Subpart D Sections 200.318-200.326. Any attempt by
the Operating Agency to subcontract without adherence to Federal regulations as
required by the County may be deemed a material breach of this Contract.
Revised 5/2020 15
If the Operating Agency desires to subcontract, the Operating Agency shall provide
the following information promptly at the County's request:
• A description of the work to be performed by the Subcontractor;
• A draft copy of the proposed subcontract; and
• Other pertinent information and/or certifications requested by the County.
The Operating Agency shall indemnify and cause the subcontractor(s) to indemnify
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 Operating Agency's employees.
The Operating Agency shall remain fully responsible for all performances required
of it under this Contract, including those that the Operating Agency has determined
to subcontract, notwithstanding the County's approval of the Operating Agency's
proposed subcontract.
The Operating Agency shall address administrative, contractual, or legal remedies
for all contracts in instances where subcontractors violate or breach contract terms.
The Operating Agency must provide sanctions and penalties as appropriate.
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 Operating Agency is responsible to
notify its subcontractors of this County right.
The LACDA's Executive Director, or his/her designee, 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 LACDA, the
Operating Agency shall forward a fully executed subcontract to the County for their
files.
The Operating Agency 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.
The Operating Agency shall obtain and maintain on site certificates of insurance,
which establish that the subcontractor maintains all the programs of insurance
required by the County from each approved subcontractor. The County may request
copies of the certificates and endorsements required herein at any time. Failure by
the Operating Agency to comply with the County's request may be deemed by the
County as a material breach of this Contract.
Revised 5/2020 16
38. AMENDMENTSNARIATIONS. This writing, with attachments, embodies the
whole of the agreement of the parties hereto. No oral agreement shall be binding
upon the parties unless expressly stated herein. Except as provided herein, any
addition to or variation of the terms of this Contract shall not be valid unless made in
the form of a written amendment of this Contract formally approved and executed by
both parties. All Amendments must be received by the County no more than 60
calendar days from the expiration date of this Contract.
39. NOTICES. All notices shall be served in writing. The notices to the Operating
Agency shall be sent to the following address:
City of Arcadia
240 W. Huntington Dr.
Arcadia, CA 91007-3401
Notices, reports, and statements to the County shall be personally delivered or sent
via First Class U.S. mail to the Executive Director, or his/her designee, at:
The Los Angeles County Development Authority
Community &Economic Development Division—Grants Management Unit
700 W. Main Street
Alhambra, California 91801
Each party shall promptly notify the other of any change in its mailing address.
40. CERTIFICATION PROHIBITING USE OF EXCESSIVE FORCE. In accordance
with Section 519 of Public Law 101-144, the undersigned certifies, to the best of the
Operating Agency's knowledge and belief that it has adopted and is enforcing:
a. A policy prohibiting the use of excessive force by law enforcement agencies
within its jurisdiction against any individuals engaged in non-violent civil
rights demonstrations; and
b. A policy of enforcing applicable State and local laws against individuals
physically barring entrance to or exit from a facility or location which is the
subject of such non-violent civil rights demonstrations within its jurisdiction.
41. DRUG-FREE WORKPLACE. The Operating Agency agrees to provide a drug-free
workplace by:
a. Publishing a statement notifying employees that the unlawful manufacture,
distribution, dispensing, possession, or use of a controlled substance is
prohibited in the Operating Agency's workplace and specifying the actions
that will be taken against employees for violation of such prohibition;
Revised 5/2020 17
b. Establishing an ongoing drug-free awareness program to inform employees
about—
i. The dangers of drug abuse in the workplace;
ii. The Operating Agency's policy of maintaining a drug-free workplace;
iii. Any available drug counseling, rehabilitation, and employee assistance
programs; and
iv. The penalties that may be imposed upon employees for drug abuse
violations occurring in the workplace;
c. Making it a requirement that each employee, to be engaged in the
performance of the grant, be given a copy of the statement required by
paragraph a. of this Section 41;
d. Notifying the employee in the statement required by paragraph a. of this
Section 41 that, as a condition of employment under the grant, the employee
will -
i. Abide by the terms of the statement; and
ii. Notify the employer in writing of his or her conviction for a violation of
a criminal drug statute occurring in the workplace no later than five (5)
calendar days after such conviction;
e. Notifying the County in writing, within ten (10) calendar days after receiving
notice under subparagraph d.(ii.) from an employee or otherwise receiving
actual notice of such conviction. Employers of convicted employees must
provide notice, including position title, to every grant officer or other designee
on whose grant activity the convicted employee was working, unless the
Federal agency has designated a central point for the receipt of such notices.
Notice shall include the identification number(s)of each affected grant;
f. Taking one of the following actions, within 30 calendar days of receiving
notice under subparagraph d.(ii.), with respect to any employee who is so
convicted-
i. Taking appropriate personnel action against such an employee, up to
and including termination, consistent with the requirements of the
Rehabilitation Act of 1973, as amended; or
ii. Requiring such an employee to participate satisfactorily in a drug abuse
assistance or rehabilitation program approved for such purposes by a
Revised 5/2020 18
Federal, State, or local health, law enforcement, or other appropriate
agency; and
g. Making a good faith effort to continue to maintain a drug-free workplace
through implementation of paragraphs a,b, c, d, e, and f.
42. RESIDENTIAL ANTIDISPLACEMENT AND RELOCATION ASSISTANCE
PLAN. Section 104(d) of the Housing and Community Development Act of 1974,
also known as the Barney Frank Amendment, requires relocation assistance for
displaced low-income families and requires one-for-one replacement of
low/moderate income dwelling units that are demolished or converted to other use.
When CDBG Covid-19 Program funds are used in a project, including financing for
rehabilitation, or project delivery costs, Section 104(d) is triggered. CDBG
Regulations further describe the requirements under 24 CFR Section 570.606
Displacement, Relocation, Acquisition, and Replacement of Housing.
The Operating Agency must adopt and make public a Residential Antidisplacement
and Relocation Assistance Plan as part of its administrative requirements to HUD.
Before the Operating Agency enters into a Contract committing it to provide funds
for any activity that will directly result in the demolition, or conversion to another
use, of low/moderate-income dwelling units, it must make public and submit to
HUD the information as described in Sections 24 CFR Sections 570.457; 570.496
(a); 570.606 (c); and 570.702 (f).
43. SECTION 3. In order to comply with the Housing and Urban Development Act of
1968, the Operating Agency and, where applicable, its contractor(s) and
subcontractor(s) shall comply with Section 3 regulations as described in 24 CFR Part
135. Section 3 compliance activities of the Operating Agency and its contractor(s)
and subcontractor(s) shall be governed by the LACDA's Compliance Guidelines, as
amended, which can be made available to the Operating Agency for inspection and
copying upon request, if the Operating Agency does not already possess a copy.
a. The work to be performed under this Contract is subject to the requirements of
Section 3 of the Housing and Urban Development Act of 1968, as amended,
12 U.S.C. 1701u (Section 3). The purpose of Section 3 is to ensure that
employment and other economic opportunities generated by HUD assistance
or HUD-assisted projects covered by Section 3, shall, to the greatest extent
feasible, be directed to low-and very low-income persons, particularly persons
who are recipients of HUD assistance for housing.
Section 3 covered assistance and thresholds apply to the following HUD
assistance:
i. Housing and Community Development assistance Section 3 applies
to training, employment, contracting, and other economic
opportunities arising in connection with the expenditure of housing
Revised 5/2020 19
assistance (including Section 8 assistance, including other housing
assistance not administered by the U.S. Assistant Secretary of
housing); community development assistance that is used for
housing rehabilitation (including abatement of lead based paint
hazards, but excluding routine maintenance, repair and replacement;
and other public construction); housing construction; and other
public construction.
The threshold for Section 3 covered housing and community
development assistance is $200,000 or more. This threshold applies
to recipients of housing and community development program
assistance for Section 3 covered programs. The requirements of this
section also apply to contractors and subcontractors performing work
on Section 3 covered project(s) for which the amount of the
assistance exceeds $200,000, and the contract or subcontract exceeds
$100,000. If a recipient receives Section 3 covered housing or
community development assistance in excess of $200,000, but no
contract exceeds $100,000, then the Section 3 preference
requirements apply only to the recipient.
Applicability of Section 3 to an entire project or activity funded with
Section 3 assistance. The requirements of this section apply to an
entire project or activity that is funded with Section 3 covered
assistance, regardless of whether the activity is fully or partially
funded with Section 3 covered assistance.
b. The parties to this Contract agree to comply with HUD's regulations in 24
CFR Part 135, which implement Section 3. As evidenced by their execution
of this Contract, the parties to this Contract certify that they are under no
contractual or other impediment that would prevent them from complying
with the Part 135 regulations.
c. The Operating Agency agrees to send to each labor organization or
representative of workers with which the Contractor has a collective
bargaining contract or other understanding, if any, a notice advising the labor
organization or workers' representative of the Operating Agency's
commitments under this Section 3 clause, and will post copies of the notice in
conspicuous places at the work site where both employees and applicants for
training and employment positions can see the notice. The notice shall
describe the Section 3 preference, shall set forth minimum number and job
titles subject to hire, availability of apprenticeship and training positions, the
qualifications for each, the name and location of the person(s) taking
applications for each of the positions, and the anticipated date the work shall
begin.
Revised 5/2020 20
d. The Operating Agency agrees to include this Section 3 clause in every
subcontract subject to compliance with regulations in 24 CFR Part 135, and
agrees to take appropriate action, as provided in an applicable provision of the
subcontract or in this Section 3 clause, upon a finding that the subcontractor is
in violation of the regulations in 24 CFR Part 135. The Operating Agency
will not subcontract with any subcontractor where the Operating Agency has
notice or knowledge that the subcontractor has been found in violation of the
regulations in 24 CFR Part 135.
e. The Operating Agency will certify that any vacant employment positions,
including training positions, that are filled (1) after the Operating Agency is
selected but before the Contract is executed, and (2) with persons other than
those to whom the regulations of 24 CFR part 135 require employment
opportunities to be directed, were not filled to circumvent the Operating
Agency's obligations under 24 CFR Part 135.
f. Noncompliance with HUD's regulations in 24 CFR Part 135 may result in
sanctions, termination of this Contract for default, and debarment or
suspension from future HUD-assisted contracts.
44. COUNTY'S QUALITY ASSURANCE PLAN. The County will evaluate the
Operating Agency's performance under this Contract on not less than an annual
basis. Such evaluation will include assessing the Operating Agency's compliance
with all Contract terms and performance standards. The Operating Agency's
deficiencies, which the County determines are severe or continuing and that may
place performance of the Contract in jeopardy, if not corrected, will be reported to
the Board of Supervisors. The report will include improvement/corrective action
measures taken by the County and the Operating Agency. If improvement does
not occur consistent with the corrective measure, the County may terminate this
Contract, or impose other penalties as specified in this Contract.
45. INSURANCE. The LACDA, acting as an agent of the County, authorizes the
LACDA's Risk Manager to determine the requirements of the insurance policies to
be procured and maintained by the Operating Agency with respect to its activities
and obligations hereunder. Without limiting the Operating Agency's
indemnification requirements as set forth in section 47 below, the Operating
Agency shall provide and maintain at its own expense during the term of this
Contract, a program of insurance satisfactory to the LACDA's Risk Manager
covering its operations hereunder, as specifically defined in Exhibit B to this
Contract, a copy of which is attached hereto and incorporated herein by this
reference.
46. FAILURE TO PROCURE INSURANCE. Failure on the part of the Operating
Agency to procure or maintain required insurance, pursuant to Exhibit B shall
constitute a material breach of the Contract under which the County may
immediately suspend or terminate this Contract or,at its discretion, procure or renew
Revised 5/2020 21
such insurance and pay any and all premiums in connection therewith. All monies
so paid by the County shall be repaid by the Operating Agency to the County upon
demand or the County may offset the cost of the premiums against any monies due
to the Operating Agency from the County.
47. INDEMNIFICATION. The Contractor shall indemnify, defend and hold harmless
the LACDA, County, and its Special Districts, elected and appointed officers,
employees, agents and volunteers ("LACDA 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 LACDA Indemnitees.
48. TERMINATION FOR IMPROPER CONSIDERATION (GRATUITIES). The
County may, by written notice to the Operating Agency, immediately terminate the
right of the Operating Agency to proceed under this Contract if it is found that
improper consideration, in any form, was offered or given by the Operating Agency,
either directly or through an intermediary,to any County officer, employee, or agent
with the intent of securing the Contract or securing favorable treatment with respect
to the award, amendment, or extension of the Contract or the making of any
determinations with respect to the Operating Agency's performance pursuant to the
Contract. In the event of such termination, the County shall be entitled to pursue the
same remedies against the Operating Agency as it could pursue in the event of
default by the Operating Agency.
The Operating Agency shall immediately report any attempt by the County officer
or employee to solicit such improper consideration. The Report shall be made to
the Executive Director of the LACDA or the County Auditor-Controller's
Employee Fraud Hotline 800-544-6861.
49. TERMINATION FOR CAUSE. This Contract may be terminated by the County
upon written notice to the Operating Agency for just cause (failure to perform
satisfactorily)with no penalties incurred by the County upon termination or upon the
occurrence of any of the following events in a, b, or c:
a. Should the Operating Agency fail to perform all or any portion of the work
required to be performed hereunder in a timely manner or properly carry out
the provisions of the Contract in their true intent and meaning, then in such
case, notice thereof in writing will be served upon the Operating Agency,and
should the Operating Agency neglect or refuse to provide a means for
satisfactory compliance with this Contract and with the direction of the
County within the time specified in such notice, the County shall have the
power to suspend or terminate the operations of the Operating Agency in
whole or in part.
Revised 5/2020 22
b. Should the Operating Agency fail within five (5) days to perform in a
satisfactory manner, in accordance with the provisions of the Contract, or if
the work to be done under said Contract is abandoned for more than three (3)
days by the Operating Agency; then notice of deficiency thereof in writing
will be served upon the Operating Agency.
Should the Operating Agency fail to comply with the terms of said Contract
within five (5) days, upon receipt of said written notice of deficiency, the
Executive Director of the LACDA shall have the power to suspend or
terminate the operations of the Operating Agency in whole or in part.
c. In the event that a petition of bankruptcy shall be filed by or against the
Operating Agency.
50. TERMINATION FOR CONVENIENCE. The County reserves the right to cancel
this Contract for any reason at all upon 30 days' prior written notice to the Operating
Agency. In the event of such termination, the Operating Agency shall be entitled to
a prorated portion paid for all satisfactory work unless such termination is made for
cause, in which event, compensation if any, shall be adjusted in such a termination.
51. CONFLICT OF INTEREST. The Operating Agency,its agents and employees shall
comply with all applicable Federal, State and County laws and regulations governing
conflict of interest including, but not limited to, 2 CFR Part 200, Subpart B, 200.112,
24 CFR Part 570.611 and 24 CFR Part 85, Section 85.36(b). The Operating Agency
agrees to incorporate the language found in this Section 51, CONFLICT OF
INTEREST in contracts using CDBG funds and subject to compliance with conflict
of interest Federal, State and County laws.
The general rule shall be that no person described in the Persons covered section
below of this Section 51, CONFLICT OF INTEREST, who exercises, or has
exercised any function or responsibilities with respect to CDBG COVID-19
activities, or who is in a position to participate in a decision making process or gain
inside information with regards to such activities, may obtain a financial interest or
benefit from a CDBG COVID-19 assisted activity,or have a financial interest in any
contract, subcontract, or agreement with respect to a CDBG COVID-19 assisted
activity, or with respect to the proceeds of the CDBG COVID-19 assisted activity,
either for themselves or those with whom they have business or immediate family
ties, during their tenure or for one year thereafter.
Persons covered— The conflict of interest provisions of this Section 51, CONLICT
OF INTEREST, shall apply to any person who is an employee, agent, consultant,
officer, or elected official or appointed official of the Operating Agency, or of any
designated public agencies, or of any subrecipients that are receiving CDBG
COVID-19 funds.
Revised 5/2020 23
The Operating Agency represents, warrants, and agrees that to the best of its
knowledge, it does not presently have, nor will it acquire during the term of this
Contract, any interest direct or indirect, by contract, employment or otherwise, or as
a partner, joint venture or shareholder (other than as a shareholder holding a one
percent (1%) or less interest in publicly traded companies) or affiliate with any
business or business entity that has entered into any contract, subcontract, or
arrangement with the County or LACDA. Upon execution of this Contract and
during its term, as appropriate, the Operating Agency shall disclose in writing to the
County any other contract or employment during the term of this Contract by any
other persons, business, or corporation in which employment will or may likely
develop a conflict of interest between the County's and/or LACDA's interest and the
interests of the third parties.
52. USE OF RECYCLED-CONTENT PAPER PRODUCTS. Consistent with the
County Board of Supervisors' policy to reduce the amount of solid waste deposited
at the County landfills, the Operating Agency agrees to use recycled-content paper to
the maximum extent possible.
53. ARCHITECTURAL BARRIERS ACT AND THE AMERICANS WITH
DISABILITIES ACT. The Architectural Barriers Act of 1968 (42 U.S.C. 4151-
4157) requires certain Federal and Federally-funded buildings and other facilities to
be designed, constructed, or altered in accordance with standards that insure
accessibility to, and use by, physically handicapped people. A building or facility
designed, constructed, or altered with funds allocated or reallocated under this part
after December 11, 1995, and that meets the definition of residential structure as
defined in 24 CFR Section 40.2 or the definition of building as defined in 41 CFR
Part 101, is subject to the requirements of the Architectural Barriers Act of 1968 (42
U.S.C. 4151-4157) and shall comply with the Uniform Federal Accessibility
Standards (Appendix A to 24 CFR Part 40 for residential structures and Appendix A
to 41 CFR Parts 101-19 for general type buildings). The Americans with Disabilities
Act (42 U.S.C. Section 12131; 47 U.S.C. Sections 155.201, 218 and 225) (ADA)
provides comprehensive civil rights to individuals with disabilities in the areas of
employment, public accommodations, State and local government services, and
telecommunications. It further provides that discrimination includes a failure to
design and construct facilities for first occupancy after January 26, 1993 that are
readily accessible to and usable by individuals with disabilities. Further, the ADA
requires the removal of architectural barriers and communication barriers that are
structural in nature in existing facilities, where such removal is readily achievable-
that is, easily accomplishable and able to be carried out without much difficulty or
expense.
54. CONSTRUCTION\REHABILITATION PROJECTS. The Operating Agency shall
submit a request to the County, to conduct a Contract and Labor Compliance File
Review within 10 days from completion of construction/rehabilitation activities.
Revised 5/2020 24
55. CONTRACTOR RESPONSIBILITY AND DEBARMENT. A responsible
contractor is a contractor, consultant, vendor, or operating agency who has
demonstrated the attribute of trustworthiness, as well as quality,fitness, capacity,and
experience to satisfactorily perform the Contract. It is the policy of the LACDA, and
the County to conduct business only with responsible contractors.
a. The Contractor is hereby notified that if the County acquires information
concerning the performance of a Contractor on any CDBG COVID-19
contract, 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 and LACDA 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 circumstances, and terminate any or all
existing contracts the Contractor may have with the County and the LACDA.
b. The County may debar a contractor, consultant, or vendor, if the Board of
Commissioners finds, in its discretion, that the contractor, consultant, or
vendor has done any of the following: (1)violated any term of a contract with
the LACDA or the County,or a nonprofit corporation created by the LACDA,
or County (2) committed any act or omission which negatively reflects on the
its quality, fitness, or capacity to perform and abide by a contract with the
LACDA, or the County and any other public entity,or a nonprofit corporation
created by the LACDA, or 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 LACDA, County, or any other public
entity.
c. If there is evidence that a Contractor may be subject to debarment, the County
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.
d. The Contractor Hearing Board will conduct a hearing where evidence on the
proposed debarment is presented. The Contractor and/or the Contractor's
representative shall be given an opportunity to submit evidence at that
hearing. After the hearing, the Contractor Hearing Board shall prepare a
tentative proposed decision, which shall contain a recommendation regarding
whether the Contractor should be debarred, and, if so, the appropriate length
of time of the debarment. The Contractor and the County shall be provided an
opportunity to object to the tentative proposed decision prior to its
presentation to the Board of Commissioners.
e. After consideration of any objections, or if no objections are submitted, a
record of the hearing, the proposed decision, and any other recommendation
Revised 5/2020 25
of the Contractor Hearing Board shall be presented to the Board of
Commissioners. The Board of Commissioners shall have the right to modify,
deny, or adopt the proposed decision and recommendation of the Hearing
Board.
f. 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 the debarment was imposed; or(4) any other reason
that is in the best interest of the County.
g. The Contractor Hearing Board will consider a request for review of the
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
ground for reduction of the debarment period or termination of the debarment,
and includes supporting documentation. Upon receiving an appropriate
request, the Contractor Hearing Board will provide notice of the hearing on
the request. At the hearing, the Contractor Hearing Board shall conduct a
hearing where evidence on the proposed reduction of the debarment period or
termination of the 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.
h. 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 Commissioners. The Board of
Commissioners shall have the right to modify, deny, or adopt the proposed
decision and recommendation of the Contractor Hearing Board.
i. These terms shall also apply to subcontractors and subconsultants of the
County or LACDA contractors, consultants, vendors and operating agencies.
56. COPELAND "ANTI-KICKBACK"ACT. The Operating Agency shall comply with
the Copeland "Anti-Kickback" Act (18 U.S.C. 3145) as supplemented by
Department of Labor regulations (29 CFR part3). These terms shall apply to
construction contracts in excess of$2,000 awarded to the Operating Agency,as well
as contracts awarded to subcontractors and consultants.
Revised 5/2020 26
57. DAVIS-BACON ACT. The Operating Agency shall comply with the Davis-Bacon
Act as amended, (40 U.S.C. 3141-3148), and as supplemented by the Department of
Labor regulations (29 CFR part 5). These terms shall apply to construction contracts
in excess of$2,000 awarded to the Operating Agency, as well as contracts awarded
to subcontractors and consultants. The prevailing wage requirements also apply to
CDBG COVID-19 funded activities for the rehabilitation of residential property
when the project contains eight(8) or more housing units at the construction site.
58. PATENT RIGHTS. The Operating Agency must adhere to Federal requirements and
regulations relating to patent rights with respect to any discovery or invention which
arises or is developed in the course of or under this contract.
59. OPERATING AGENCY'S WARRANTY OF ADHERENCE TO COUNTY'S
CHILD SUPPORT COMPLIANCE PROGRAM. The Operating Agency
acknowledges that the County has established a goal of ensuring that all individuals
who benefit financially from the County through contract 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.
As required by the County's Child Support Compliance Program (County Code
Chapter 2.200) and without limiting the Operating Agency's duty under this Contract
to comply with all applicable provisions of the law,the Operating Agency warrants
that it is now in compliance and shall during the term of this Contract maintain
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 District Attorney Notices of Wage and Earnings
Assignment for Child or Spousal Support, pursuant to Code of Civil Procedure
Section 706.031 and Family Code Section 5246(b).
60. TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN
COMPLIANCE WITH COUNTY'S CHILD SUPPORT COMPLIANCE
PROGRAM. Failure of the Operating Agency to maintain compliance with the
requirements set forth in Section 59, OPERATING AGENCY'S WARRANTY OF
ADHERENCE TO COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM
shall constitute a default by the Operating Agency under this Contract. Without
limiting the rights and remedies available to the County under any other provision of
this Contract, failure to cure such default within 90 days of notice by the Los
Angeles County Child Support Services Department (CSSD) shall be grounds upon
which the Executive Director, or his/her designee, may terminate this Contract
pursuant to Section 49, Termination for Cause.
61. POST MOST WANTED DELINQUENT PARENTS LIST. The Operating Agency
acknowledges that the County places a high priority on the enforcement of child
support laws and the apprehension of child support evaders. The Operating Agency
understands that it is the County's policy to voluntarily post a list entitled L.A'sMost
Revised 5/2020 27
Wanted: Delinquent Parents poster in a prominent position at the Operating
Agency's place of business. The CSSD will supply the Operating Agency with the
poster to be used.
62. NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED
BABY LAW. The Operating Agency shall notify and provide to its employees, and
shall require each subcontractor to notify and provide to its employees, a fact sheet
regarding the Safely Surrendered Baby Law, its implementation in Los Angeles
County,and where and how to safely surrender a baby. The fact sheet is available on
the Internet at www.babysafela.org under the public information link for printing
purposes.
63. OPERATING AGENCY'S ACKNOWLEDGMENT OF COUNTY'S
COMMITMENT TO THE SAFELY SURRENDERED BABY LAW. The
Operating Agency acknowledges that the County places a high priority on the
implementation of the Safely Surrendered Baby Law. The Operating Agency
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 a prominent
position at the Operating Agency's place of business. The Operating Agency will
also encourage its Subcontractors, if any,to post this poster in a prominent position
in the Subcontractor's place of business. The poster is available at
www.babysafela.org/docs/poster e.pdf.
64. PHOTOGRAPHS, FOOTAGE, AND OTHER MEDIA MATERIALS. The
Operating Agency represents and warrants that all photographs,videos, DVD's,
footage, magazines, and other media materials provided to the County are either
public record or have been legally procured without invading the copyright,
ownership, or privacy rights of any individual. Operating Agency further agrees to
defend, hold harmless, and indemnify the County from any and all liability, as
described in Section 47, Indemnification, arising from or related to the County's use
of said photographs,videos, DVD's, footage, magazines, and other media materials.
65. OPERATING AGENCY'S WARRANTY OF COMPLIANCE WITH THE
COUNTY'S DEFAULTED PROPERTY TAX REDUCTION PROGRAM. The
Operating Agency acknowledges that the LACDA has established a goal of ensuring
that all individuals and businesses that benefit financially from the LACDA through
contract are current in paying their personal and real property tax obligations
(secured and unsecured roll) in order to mitigate the economic burden otherwise
imposed upon the County and its taxpayers. Unless the Operating Agency qualifies
for an exemption or exclusion, the Operating Agency warrants and certifies that to
the best of its knowledge it is now in compliance, and during the term of this
Contract will maintain compliance, with the County's Defaulted Tax Program, found
at Los Angeles County Ordinance No. 2009-0026 and codified at Los Angeles
County Code, Chapter 2.206.
Revised 5/2020 28
66. TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN
COMPLIANCE WITH THE COUNTY'S DEFAULTED PROPERTY TAX
REDUCTION PROGRAM. Failure of the Operating Agency to maintain
compliance with the requirements set forth in Section 65, "OPERATING
AGENCY'S WARRANTY OF COMPLIANCE WITH THE COUNTY'S
DEFAULTED PROPERTY TAX REDUCTION PROGRAM" shall constitute
default under this Contract. Without limiting the rights and remedies available to the
LACDA under any other provision of this Contract, failure of the Operating Agency
to cure such default within ten (10) days of notice shall be grounds upon which
LACDA may suspend or terminate this contract pursuant to the County's Defaulted
Property Tax Reduction Program found at Los Angeles County Ordinance No. 2009-
0026 and codified at Los Angeles County Code, Chapter 2.206.
67. COMPLIANCE WITH COUNTY'S ZERO TOLERANCE HUMAN
TRAFFICKING. Operating Agency acknowledges that the County has established a
Zero Tolerance Trafficking Policy prohibiting the Operating Agency, or
subcontractors approved under this contract from engaging in human trafficking.
If the Operating Agency, or a member (s) on the Operating Agency's staff is
convicted of a human trafficking offense,the County shall require that the Operating
Agency, or member of the Operating Agency's staff be removed immediately from
performing services under this contract. The 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 the Operating Agency's staff pursuant to this
section shall not relieve the Operating Agency of its obligation to complete all work
in accordance with the terms and conditions of this Contract.
68. CLEAN AIR ACT. The Operating Agency must comply with all applicable
standards, orders, or requirements issued under section 306 of the Clean Air Act (42
U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive
Order 11738, and Environmental Protection Agency regulations (40 CFR part 15).
These terms shall apply to construction contracts in excess of$100,000 awarded to
the Operating Agency, as well as contracts awarded to subcontractors and
consultants.
69. ENERGY POLICY AND CONSERVATION ACT. The Operating Agency must
comply with mandatory standards and policies related to energy efficiency which are
contained in the State Energy Conservation Plan issued in compliance with the
Energy Policy and Conservation Act(Pub.L.94A 163, Stat.871).
70. WARRANTY OF AUTHORITY. The undersigned signatory for the Operating
Agency covenants, warrants, and guarantees that he/she is empowered and authorized
to sign this Contract on behalf of Operating Agency in accordance with the terms and
conditions stated herein.
Revised 5/2020 29
71. ENTIRE CONTRACT. This Contract with attachments and any and all CDBG
Bulletins, which the County may issue from time to time following the date of
execution, constitute the entire understanding and agreement of the parties.
Revised 5/2020 30
IN WITNESS WHEREOF, the Board of Supervisors of the County of Los Angeles
has caused this Contract to be subscribed by the Executive Director of the Los Angeles County
Development Authority, and the Operating Agency has subscribed the same through its
duly authorized officers,on the day,month and year first above written.
COUNTY OF LOS ANGELES City of Arcadia
Operating Agency
Jason Digitally signed by Jason
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Kruckeberg
By: By: Kruckeberg Date:2020.06.1112:07:55-07'00
EMILIO SALAS,
Acting Executive Director Title:
Los Angeles County Development Authority
APPROVED AS TO.FORM: APPROVED AS TO PROGRAM:
MARY C. WICKHAM EMILIO SALAS,
County Counsel Acting Executive Director
Los Angeles County Development Authority
th .
By: (-P.-JD Ar.a2_ LA ALT-rv-- By: —
Deputy Director
Community&Economic Development Division
EXHIBIT B
INSURANCE REQUIREMENTS
FOR
PARTICIPATING CITIES
City of Arcadia
240 W. Huntington Dr. Arcadia CA 91007-3401
No funds will be advanced, reimbursed, or disbursed until all of the insurance
requirements set forth herein have been met. There absolutely will be no
reimbursement of costs for the default and cure periods.
Exceptions to the insurance requirements as set forth herein, will be granted only on a
case by case basis. Prior to the Operating Agency receiving funds, the LACDA will
review the activities of the Operating Agency. Those Operating Agencies whose
activities present no meaningful exposure to the LACDA and/or the County (as
determined solely by the LACDA's Risk Management Administrator) may have certain
insurance coverages waived by the LACDA's Risk Management Administrator upon the
written request of the Operating Agency and approval from the LACDA's Risk
Management Administrator.
The insurance policies are to contain and be endorsed to contain, the provisions set
forth herein. All certificates of insurance and endorsements shall carry the following
identifier: City of Arcadia
1.0 Insurance
In order for the Operating Agency to meet its obligations and insure its continuance, the
Los Angeles County Development Authority ("LACDA"), and the County of Los Angeles
("County"), herein collectively referred to as the "Public Agencies", require that prior to
the execution of this Contract, the Operating Agency must provide evidence that all
insurance requirements have been met. Without limiting Operating Agency's
indemnification of LACDA Indemnitees, and in the performance of this Contract and
until all of its obligations pursuant to this Contract have been met, Operating Agency
shall provide and maintain at its own expense insurance coverage satisfying the
requirements specified in Section 9 this Contract. These minimum insurance coverage
terms, types and limits (the "Required Insurance") also are in addition to and separate
from any other contractual obligation imposed upon Operating Agency pursuant to this
Contract. The LACDA in no way warrants that the Required Insurance is sufficient to
protect the Operating Agency for liabilities which may arise from or relate to this
Contract.
1.1 Insurance Coverage
1.1.1 Commercial General Liability Insurance
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Providing scope of coverage equivalent to ISO policy form CG 00 01, naming The
LACDA, its Special Districts, Elected Officials, Officers, Agents, Employees and
Volunteers (collectively "LACDA and its Agents") as an additional insured, with limits of
not less than:
General Aggregate: $2 million
Products/Completed Operations Aggregate: $2 million
Personal and Advertising Injury: $1 million
Each Occurrence: $1 million
1.1.2 Automobile Liability Insurance
Providing scope of coverage equivalent to ISO policy form CA 00 01 with limits of not
less than $1 million for bodily injury and property damage, in combined or equivalent
split limits, for each single accident. Insurance shall cover liability arising out of
Operating Agency's use of autos pursuant to this Contract, including owned, leased,
hired, and/or non-owned autos, as each may be applicable.
1.1.3 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
Operating Agency 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 LACDA as the Alternate
Employer, and the endorsement form shall be modified to provide that LACDA will
receive not less than thirty (30) days advance written notice of cancellation of this
coverage provision. If applicable to Operating Agency'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.
1.2 Additional Unique Insurance Coverage
1.2.1 Sexual Misconduct Liability
Coverage is required when services in relation to this contract involve care or
supervision of children, seniors and other vulnerable persons and insurance shall
include covering for 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.
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1.2.2 Professional Liability/Errors and Omissions
Insurance covering Operating Agency's liability arising from or related to this Contract,
with limits of not less than $2 million per claim and $2 million aggregate. Further, the
Operating Agency understands and agrees it shall maintain such coverage for a period
of not less than three (3) years following this Agreement's expiration, termination or
cancellation.
1.2.3 Property Coverage
Operating Agencies given exclusive use of LACDA owned or leased property shall carry
property coverage at least as broad as that provided by the ISO special causes of loss
(ISO policy form CP 10 30) form. The LACDA and its Agents shall be named as an
Additional Insured and Loss Payee on Operating Agency's insurance as its interests
may appear. Automobiles and mobile equipment shall be insured for their actual cash
value. Real property and all other personal property shall be insured for their full
replacement value.
If the Operating Agency will have possession of, rent, lease, or be
loaned LACDA owned real or nonexpendable personal property, the
Operating Agency shall be required to insure the property for
replacement cost under the Special Form Coverage. The LACDA shall
be named on a Lenders Loss Payable Endorsement. Evidence of this
shall be provided to the LACDA, prior to execution of this contract.
Coverage shall be maintained for the duration of this contract.
The "Basic Form" or "Special Form" property insurance as follows:
A.The "Special Form" perils property insurance coverage shall be
provided for both Builders Risk (course of construction) and
completed operational property. All builders risk insurance shall
provide coverage against theft, vandalism, malicious mischief,
collapse, false work, temporary buildings on site, theft and vandalism
to construction materials, building materials in transit and debris
removal including demolition occasioned by enforcement of any
applicable building codes. The amount of the property coverage shall
at all times meet or exceed the full replacement value of materials
supplied or installed by others and all existing structures,
improvements and fixtures on the Mortgaged Property. There shall
not be a "co-insurance" clause and the Operating Agency agrees to
waive any co-insurance clause to the full extent described in the
insurance policy form. If a co-insurance waiver is not commercially
available at reasonable rates, the LACDA may waive this
requirement. Said insurance shall be maintained for the duration of
this Contract. The LACDA shall be named as loss payees on such
policy.
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B. If the "Special Form" is not available from the Operating Agency's underwriters due to
market conditions or unreasonable costs, or the LACDA determine the "Basic Form" is
preferred, the "Basic Form" may be obtained in lieu of the "Special Form." The "Basic
Form" insurance coverage shall include, without limitation, insurance against the perils
of fire and physical loss of damage including, without duplication of coverage,
vandalism, malicious mischief and extended coverage. The amount of the property
coverage shall at all times meet or exceed the actual cash value ("ACV") of all existing
structures, improvements and fixtures on the Property. Said insurance shall be
maintained for the duration of this Contract. The LACDA shall be named as loss payees
on such policy.
1.2.4 Crime Coverage
Including, but not limited to, coverage against loss of money, employee theft/forgery,
securities, inventory or other property, with limits in amounts not less than indicated if
the aggregate budgeted amount for the current fiscal year allotted for the operating
agency is less than fifty thousand dollars ($50,000), the operating agency shall not be
required to comply with this section c. if the aggregate budgeted amount for the current
fiscal year allotted for the operating agency is greater than or equal to fifty thousand
dollars ($50,000), then the operating agency shall be required to comply with the
following requirements in this Section C:
The Operating Agency shall procure and maintain, at its sole cost and expense, a
fidelity bond covering each employee of the Operating Agency, whether or not they are
compensated. The fidelity bond may be either a primary commercial blanket bond or a
blanket position bond written by an insurer licensed by the California Insurance
Commissioner. The Operating Agency shall provide thirty (30) days' notice to the
LACDA prior to cancellation of the fidelity bond. The fidelity bond shall provide a
minimum coverage equivalent to 50% of the cumulative Exhibit A project budget
approved for the current fiscal year, not to exceed One Million Dollars ($1,000,000). If
the Operating Agency experiences an increase in funding during the fiscal year, the
crime coverage requirement will be reassessed and additional coverage may be
required in the sole and absolute discretion of the LACDA. The Operating Agency shall
maintain the fidelity bond for the duration of this contract. The fidelity bond may contain
a provision for a deductible amount from any loss which, except for such deductible
provision, would be recoverable from the insurer. A deductible provision shall not be in
excess of ten percent (10%) of the required minimum bond coverage. Any deviation
from this fidelity bond section shall require specific written approval by the LACDA. The
LACDA reserves the right, at its sole and absolute discretion, to amend at any time the
requirements contained in this section C.
1.3 THIS SECTION INTENTIONALLY LEFT BLANK
1.4 Certificate of Insurance Coverage:
1.4.1
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Certificate(s) of Insurance Coverage ("Certificate") satisfactory to LACDA, and a copy of
an Additional Insured endorsement confirming LACDA and its Agents (defined below)
has been given Insured status under the Operating Agency's General Liability policy,
shall be delivered to LACDA at the address shown below and provided prior to
commencing services under this Contract.
1.4.2
Renewal Certificates shall be provided to LACDA not less than ten (10) days prior to
Operating Agency's policy expiration dates. The LACDA reserves the right to obtain
complete, certified copies of any required Operating Agency and/or Sub-Contractor
insurance policies at any time.
1.4.3
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 Operating Agency identified as the contracting party in this Contract.
1.4.4
Certificates shall provide the full name of each insurer providing coverage, its National
Association of Insurance Commissioners ("NAIC") identification number, its financial
rating, the amounts of any policy deductibles or self-insured retentions exceeding fifty
thousand ($50,000.00) dollars, and list any LACDA required endorsement forms.
1.4.5
Neither the LACDA's failure to obtain, nor the LACDA's receipt of, or failure to object to a
non-complying Certificate or endorsement, or any other insurance documentation or
information provided by the Operating Agency, its insurance broker(s) and/or insurer(s),
shall be construed as a waiver of any of the Required Insurance provisions.
1.4.6
Certificates and copies of any required endorsements shall be sent to:
Los Angeles County Development Authority
Contracting Division/Section
Contracting Division Address
Attention: Name and Title of Division Contact
1.5 Notices of Injury or Damage or Destruction
The Operating Agency also shall promptly report to LACDA any injury or property
damage accident or incident, including any injury to an Operating Agency employee
occurring on LACDA property, and any loss, disappearance, destruction, misuse, or
theft of LACDA property, monies or securities entrusted to the Operating Agency. The
Operating Agency also shall promptly notify LACDA of any third party claim or suit filed
against the Operating Agency or any of its sub-contractors which arises from or relates
to this Contract, and could result in the filing of a claim or lawsuit against the Operating
Agency and/or LACDA.
1.6 Additional Insured Status and Scope of Coverage
The LACDA and its Agents shall be provided additional insured status under Operating
Agency's General Liability policy with respect to liability arising out of Operating
Agency's ongoing and completed operations performed on behalf of the LACDA.
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LACDA and its Agents additional insured status shall apply with respect to liability and
defense of suits arising out of the Operating Agency's acts or omissions, whether such
liability is attributable to the Operating Agency or to the LACDA. The full policy limits
and scope of protection also shall apply to the LACDA and its Agents as an additional
insured, even if they exceed the LACDA's minimum Required Insurance specifications
herein. Use of an automatic additional insured endorsement form is acceptable
providing it satisfies the Required Insurance provisions herein.
1.7 Cancellation of or Change to Maintain Insurance
Operating Agency shall provide LACDA with, or Operating Agency's insurance policies
shall contain a provision that LACDA 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 LACDA 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 LACDA, upon which the LACDA may suspend or terminate
this Contract.
1.8 Failure to Maintain Insurance
Operating Agency '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 LACDA immediately may withhold payments due to Operating Agency,
and/or suspend or terminate this Contract. LACDA, at its sole discretion, may obtain
damages from Operating Agency resulting from said breach. Alternatively, the LACDA
may purchase the Required Insurance, and without further notice to Operating Agency,
deduct the premium cost from sums due to Operating Agency or pursue Operating
Agency reimbursement.
1.9 Operating Agency's Insurance Shall Be Primary
Operating Agency'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
Operating Agency. Any LACDA maintained insurance or self-insurance coverage shall
be in excess of and not contribute to any Operating Agency coverage.
1.10 Insurance Specifics
1.10.1 Waivers of Subrogation
To the fullest extent permitted by law, the Operating Agency hereby waives its rights and
its insurer(s)' rights of recovery against LACDA under all the Required Insurance for any
loss arising from or relating to this Contract. The Operating Agency shall require its
insurers to execute any waiver of subrogation endorsements which may be necessary
to effect such waiver.
1.10.2 Sub-Contractor Insurance Coverage Requirements
Operating Agency shall include all Sub-Contractors as insureds under Operating
Agency's own policies, or shall provide LACDA with each Sub-Contractor's separate
City Insurance Requirements
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evidence of insurance coverage. Operating Agency shall be responsible for verifying
that each Sub-Contractor complies with the Required Insurance provisions herein, and
shall require that each Sub-Contractor name the LACDA and Operating Agency as
additional insureds on the Sub-Contractor's General Liability policy. Operating Agency
shall obtain LACDA's prior review and approval of any Sub-Contractor request for
modification of the Required Insurance.
1.10.3 Deductibles and Self-Insured Retentions (SIRs)
Operating Agency's policies shall not obligate the LACDA to pay any portion of any
Operating Agency deductible or SIR. The LACDA retains the right to require Operating
Agency to reduce or eliminate policy deductibles and SIRs as respects the LACDA, or
to provide a bond guaranteeing Operating Agency'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.
1.10.4 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. Operating Agency
understands and agrees it shall maintain such coverage for a period of not less than
three (3) years following Contract expiration, termination or cancellation.
1.10.5 Application of Excess Liability Coverage
Operating Agency may use a combination of primary, and excess insurance policies
which provide coverage as broad as ("follow form" over) the underlying primary policies,
to satisfy the Required Insurance provisions.
1.10.6 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.
1.10.7 Alternative Risk Financing Programs
The LACDA reserves the right to review, and then approve, Operating Agency use of
self-insurance, risk retention groups, risk purchasing groups, pooling arrangements and
captive insurance to satisfy the Required Insurance provisions. The LACDA and its
Agents shall be designated as an Additional Covered Party under any approved
program.
1.11 LACDA Review and Approval of Insurance Requirements
The LACDA reserves the right to review and adjust the Required
Insurance provisions, conditioned upon LACDA's determination of
changes in risk exposures.
The LACDA reserves the right, at its sole and absolute discretion, to amend at
any time the provisions of this Exhibit B.
City Insurance Requirements
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Revised 5/2019