HomeMy WebLinkAbout2022-11-22 - AGENDA REPORTS - MEASURE H AGMT FY22 23O
Agenda Item: 6
1. CITY OF SANTA CLARITA
AGENDA REPORT
CONSENT CALENDAR
CITY MANAGER APPROVAL: A,1 A11�44_1)
DATE: November 22, 2022
SUBJECT: AUTHORITY TO EXECUTE AN AGREEMENT WITH THE
COUNTY OF LOS ANGELES FOR THE CITY OF SANTA
CLARITA'S FISCAL YEAR 2022-23 MEASURE H ALLOCATION
DEPARTMENT: Community Development
PRESENTER: Michael Villegas
RECOMMENDED ACTION
City Council:
1. Approve a one-year contract with Los Angeles County to receive Measure H funding in the
amount of $193,443 to assist with the construction of Family Promise of Santa Clarita
Valley's interim housing facility and for a Homeless Services Coordinator to implement the
2022 Community Plan to Address Homelessness.
2. Increase revenue account 272-462101 by $193,443, and appropriate $18,314 to expenditure
account 2723205-500201 and $175,129 to expenditure account 2723205-516101.
3. Authorize the City Manager to execute an agreement with Family Promise of Santa Clarita
Valley in an amount not to exceed $175,129 to provide funding towards the construction of
an interim housing facility in the Newhall community.
4. Authorize the City Manager or designee to execute all contracts and associated documents,
and make non -material amendments that may arise, subject to City Attorney approval.
BACKGROUND
In March 2017, Los Angeles County (County) voters approved Measure H, a quarter -cent sales
tax dedicated to preventing and addressing homelessness countywide. The measure was
projected to raise $355 million annually for 10 years, with a sunset date of 2027.
In 2018, the City of Santa Clarita (City) was awarded a $50,000 grant in Measure H funds to
develop a comprehensive plan to combat and address homelessness in Santa Clarita. Subsequent
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to this, in 2019, the City entered into an agreement with the County to receive Measure H
funding in the amount of $548,493. With this funding, the City provided Family Promise of
Santa Clarita Valley (Family Promise) $300,015 for pre -construction related costs associated
with the development of an interim housing facility in the Newhall Community. In addition, the
City completed a Notice of Funding Availability process in late 2020, providing $126,493 in
innovation grants to six local -serving non-profit organizations. This funding helped facilitate a
shared housing program and student -housing feasibility study, among others, all aimed at
addressing homelessness and housing insecurity in our community. The remaining funds were
used to fund a Homeless Services Coordinator, who was instrumental in implementing the
actions items identified in the Community Action Plan to Combat Homelessness, which was
developed using the original $50,000 grant.
In late 2021, the County contacted City staff to inform them that the estimated allocation for
Fiscal Year 2022-23 for Santa Clarita would be approximately $193,000. In discussions with the
County on potential uses for this funding, it was decided that greatest community need and the
best course of action was to recommend that $175,129 of the funding be provided to Family
Promise to continue its efforts to construct a new interim housing facility. This funding coupled
with the $300,015 from the City's previous contract and the City -donated parcel, should put
Family Promise well on its way to accomplishing its goal. The approximately $18,000 in
remaining funds, are being proposed to be used for a Homeless Services Coordinator to help
facilitate the implementation of the 2022 Community Action Plan to Combat Homelessness,
which was adopted by the Community Task Force on Homelessness (Task Force) in July 2022
and will guide the Task Force's efforts over the next 24-months.
ALTERNATIVE ACTION
Other action as determined by the City Council.
FISCAL IMPACT
Upon approval of the recommended actions, adequate budget will be available to fund a part-
time Homeless Services Coordinator and provide financial assistance to Family Promise of Santa
Clarita Valley for the construction of its approved interim housing facility. These activities will
be offset by Measure H dollars and will have no impact on the General Fund.
ATTACHMENTS
Proposed Fiscal Year 2022-23 Measure H Contract (available in the City Clerk's Reading File)
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CONTRACT BY AND BETWEEN
COUNTY OF LOS ANGELES
AND
CITY OF SANTA CLARITA
FOR
HOMELESS SERVICES
CONTRACT NUMBER: AO-22-030
CONTRACT PROVISIONS
TABLE OF CONTENTS
PARAGRAPH TITLE PAGE
RECITALS.....................................................................................................................1
1 APPLICABLE DOCUMENTS...............................................................................2
2 DEFINITIONS.......................................................................................................2
2.1 Standard Definitions..................................................................................
2
3 WORK................................................................................................................
4
4 TERM OF CONTRACT........................................................................................
4
5 CONTRACT SUM................................................................................................
4
5.1 Total Contract Sum....................................................................................
4
5.2 Written Approval for Reimbursement.........................................................
4
5.3 Notification of 75% of Total Contract Sum .................................................
5
5.4 No Payment for Services Provided Following Expiration -Termination
ofContract.................................................................................................
5
5.5 Invoices and Payments..............................................................................
5
5.6 Default Method of Payment: Direct Deposit or Electronic Funds Transfer..6
6 ADMINISTRATION OF CONTRACT-COUNTY..................................................7
6.1 County Administration...............................................................................
7
6.2 County's Project Director...........................................................................
7
6.3 County's Project Manager..........................................................................
7
6.4 County's Contract Project Monitor.............................................................
8
7 ADMINISTRATION OF CONTRACT -CONTRACTOR .........................................
8
7.1 Contractor Administration..........................................................................
8
7.2 Contractor's Project Manager....................................................................
8
7.3 Approval of Contractor's Staff....................................................................
8
7.4 Contractor's Staff Identification..................................................................
9
7.5 Background and Security Investigations.................................................... 9
7.6 Confidentiality............................................................................................ 9
8 STANDARD TERMS AND CONDITIONS.......................................................... 10
8.1 Amendments............................................................................................10
8.2 Assignment and Delegation/Mergers or Acquisitions ............................... 11
8.3 Authorization Warranty............................................................................ 12
8.4 Budget Reductions.................................................................................. 12
8.5 Complaints...............................................................................................12
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CONTRACT PROVISIONS
TABLE OF CONTENTS
PARAGRAPH
TITLE
PAGE
8.6
Compliance with Applicable Law.............................................................
13
8.7
Compliance with Civil Rights Laws..........................................................
14
8.8
Compliance with the County's Jury Service Program ..............................
15
8.9
Conflict of Interest....................................................................................
16
8.10
Consideration of Hiring County Employees Targeted for Layoff or Re
-
EmploymentList......................................................................................
17
8.11
Consideration of Hiring GAIN -GROW Participants ..................................
17
8.12
Contractor Responsibility and Debarment ...............................................
18
8.13
Contractor's Acknowledgement of County's Commitment to Safely
Surrendered Baby Law............................................................................
20
8.14
Contractor's Warranty of Adherence to County's Child Support
Compliance Program...............................................................................
20
8.15
County's Quality Assurance Plan.............................................................
21
8.16
Damage to County Facilities, Buildings or Grounds .................................
21
8.17
Employment Eligibility Verification...........................................................
22
8.18
Counterparts and Electronic Signatures and Representations ................
22
8.19
Fair Labor Standards...............................................................................
23
8.20
Force Majeure..........................................................................................
23
8.21 Governing Law, Jurisdiction, and Venue .................................................. 23
8.22 Independent Contractor Status................................................................ 24
8.23 Indemnification......................................................................................... 24
8.24 General Provisions for all Insurance Coverage ........................................ 25
8.25
Insurance Coverage................................................................................
29
8.26
Liquidated Damages................................................................................
30
8.27
Most Favored Public Entity......................................................................
31
8.28
Nondiscrimination and Affirmative Action .................................................
31
8.29
Non Exclusivity........................................................................................
33
8.30
Notice of Delays.......................................................................................
33
8.31
Notice of Disputes....................................................................................
33
8.32
Notice to Employees Regarding the Federal Earned Income Credit........
33
8.33
Notice to Employees Regarding the Safely Surrendered Baby Law ........
34
8.34
Notices.....................................................................................................34
8.35
Prohibition Against Inducement or Persuasion ........................................
34
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CONTRACT PROVISIONS
TABLE OF CONTENTS
PARAGRAPH TITLE PAGE
8.36 Public Records Act.................................................................................. 34
8.37 Publicity................................................................................................... 35
8.38 Record Retention and Inspection -Audit Settlement ................................. 35
8.39 Recycled Bond Paper.............................................................................. 37
8.40 Subcontracting.........................................................................................37
8.41 Termination for Breach of Warranty to Maintain Compliance with
County's Child Support Compliance Program .......................................... 38
8.42 Termination for Convenience................................................................... 38
8.43
Termination for Default............................................................................
39
8.44
Termination for Improper Consideration..................................................
40
8.45
Termination for Insolvency.......................................................................
41
8.46
Termination for Non -Adherence of County Lobbyist Ordinance ...............
42
8.47
Termination for Non -Appropriation of Funds ............................................
42
8.48
Validity.....................................................................................................
42
8.49
Waiver......................................................................................................42
8.50
Warranty Against Contingent Fees..........................................................
42
8.51
Warranty of Compliance with County's Defaulted Property Tax
Reduction Program..................................................................................
43
8.52
Termination for Breach of Warranty to Maintain Compliance with
County's Defaulted Property Tax Reduction Program .............................
43
8.53 Time off for Voting................................................................................... 43
8.54 Compliance with County's Zero Tolerance Policy on Human Trafficking. 44
8.55 Compliance with Fair Chance Employment Practices ..........................44
8.56 Compliance with the County Policy of Equity .................................... 44
8.57 COVID-19 Vaccinations of County Contractor Personnel .................. 45
8.58 Prohibition from Participation in Future Solicitation(s) ...................... 47
9 UNIQUE TERMS AND CONDITIONS................................................................ 47
9.1 Contractor's Charitable Activities Compliance ......................................... 47
SIGNATURES..............................................................................................................48
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CONTRACT PROVISIONS
TABLE OF CONTENTS
STANDARD EXHIBITS
A Statement of Work
B Pricing Schedule
C County's Administration
D Contractor's Administration
E Contractor Acknowledgement and Confidentiality Agreement
F Safely Surrendered Baby Law
G COVID-19 Vaccination Certification of Compliance
H Certificate of Compliance
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CONTRACT BETWEEN
COUNTY OF LOS ANGELES
AND
CITY OF SANTA CLARITA
FOR
HOMELESS SERVICES
This Contract ("Contract") is made and entered into by and between the County of
Los Angeles, hereinafter referred to as "County" and CITY OF SANTA CLARITA,
hereinafter referred to as "Contractor" for homeless services.
RFCITAI R
WHEREAS, Contractor desires to provide, and County desires to acquire from
Contractor, services as a contractor; and
WHEREAS, on July 13, 2021 the Los Angeles County Board of Supervisors
("Board") approved the County Fiscal Year 2021-22 Homeless Initiative funding
recommendations by the County Chief Executive Office and delegated authority to
the Chief Executive Officer, or her designee, to prepare, execute, and amend
agreements with Councils of Governments (COGs) and cities with the authority to
increase contract sums up to ten percent subject to sufficient Measure H funding and
review and approval as to form by County Counsel; and
WHEREAS, pursuant to Government Code section 26227, the Board may appropriate
and expend money to establish County programs or to fund other programs deemed to
be necessary to meet the social needs of the population of the County; and
WHEREAS, the Contractor will provide regional homeless coordination services to
support member cities in their goal to prevent and combat homelessness regionally; and
WHEREAS, the County Homeless Initiative Unit will provide up to a maximum of
$193,443 in Measure H Funds to fund this contract.
NOW THEREFORE, in consideration of the mutual covenants contained herein, and for
good and valuable consideration, the parties agree to the following:
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AO-22-030
1 APPLICABLE DOCUMENTS
Exhibits A, B, C, D, E, F, G, and H, are attached to and form a part of this
Contract. In the event of any conflict or inconsistency in the definition or
interpretation of any word, responsibility, schedule, or the contents or description
of any task, deliverable, goods, service, or other work, or otherwise between the
base Contract and the Exhibits, or between Exhibits, such conflict or
inconsistency shall be resolved by giving precedence first to the terms and
conditions of the Contract and then to the Exhibits according to the following
priority.
Standard Exhibits:
1.1 Exhibit A - Statement of Work
1.2 Exhibit B - Pricing Schedule
1.3 Exhibit C - County's Administration
1.4 Exhibit D - Contractor's Administration
1.5
Exhibit E -
Contractor Acknowledgement and Confidentiality Agreement
1.6
Exhibit F -
Safely Surrendered Baby Law
1.7
Exhibit G -
COVID-19 Vaccination Certification of Compliance
1.8
Exhibit H -
Certificate of Compliance
This Contract constitutes the complete and exclusive statement of understanding
between the parties, and supersedes all previous contracts, written and oral, and
all communications between the parties relating to the subject matter of this
Contract. No change to this Contract shall be valid unless prepared pursuant to
Paragraph 8.1 (Amendments) and signed by both parties.
2 DEFINITIONS
2.1 Standard Definitions:
The headings herein contained are for convenience and reference only and
are not intended to define the scope of any provision thereof. The following
words as used herein shall be construed to have the following meaning,
unless otherwise apparent from the context in which they are used.
2.1.1 Contract: This agreement executed between County and
Contractor. Included are all supplemental agreements amending or
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extending the service to be performed. The Contract sets forth the
terms and conditions for the issuance and performance of all tasks,
deliverables, services and other work.
2.1.2 Contractor: The person or persons, sole proprietor, partnership,
joint venture, corporation or other legal entity who has entered into
an agreement with the County to perform or execute the work
covered by this contract.
2.1.3 Statement of Work: The directions, provisions, and requirements
provided herein and special provisions pertaining to the method,
frequency, manner and place of performing the contract services.
2.1.4 Subcontract: An agreement by the contractor to employ a
subcontractor to provide services to fulfill this contract.
2.1.5 Subcontractor: Any individual, person or persons, sole proprietor,
firm, partnership, joint venture, corporation, or other legal entity
furnishing supplies, services of any nature, equipment, and/or
materials to contractor in furtherance of contractor's performance of
this contract, at any tier, under oral or written agreement.
2.1.6 Board of Supervisors (Board): The Board of Supervisors of the
County of Los Angeles acting as governing body.
2.1.7 County Project Manager: Person designated by County's Project
Director to manage the operations under this contract.
2.1.8 County Contract Project Monitor: Person with responsibility to
oversee the day to day activities of this contract. Responsibility for
inspections of any and all tasks, deliverables, goods, services and
other work provided by the contractor.
2.1.9 County Project Director: Person designated by County with
authority for County on contractual or administrative matters
relating to this contract that cannot be resolved by the County's
Project Manager.
2.1.10 Day(s): Calendar day(s) unless otherwise specified.
2.1.11 Contractor Project Manager: The person designated by the
Contractor to administer the Contract operations under this
Contract.
2.1.12 Fiscal Year: The twelve (12) month period beginning July 1 st and
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ending the following June 30th.
3 WORK
3.1 Pursuant to the provisions of this Contract, the Contractor shall fully
perform, complete and deliver on time, all tasks, deliverables, services and
other work as set forth in herein.
3.2 If the Contractor provides any tasks, deliverables, goods, services, or other
work, other than as specified in this contract, the same shall be deemed to
be a gratuitous effort on the part of the contractor, and the contractor shall
have no claim whatsoever against the County.
4 TERM OF CONTRACT
4.1 The term of this Contract shall commence upon execution by the County's
Chief Executive Officer and shall expire in one (1) year, unless sooner
terminated or extended, in whole or in part, as provided in this Contract.
4.2 The County shall have the sole option to extend this Contract term for an
additional 12-month period, for up to an additional four (4) years. Each
such extension option shall be exercised at the sole discretion of the Chief
Executive Officer, or her designee as authorized by the Board of
Supervisors.
5 CONTRACT SUM
5.1 Total Contract Sum
The Maximum Amount of this Contract shall be as set forth in Exhibit B
(Pricing Schedule) for the term of this Contract as set forth Paragraph 4.0
- Term of Contract, above. Any costs incurred to complete this Contract in
excess of the maximum not -to -exceed cost will be borne by the
Contractor.
5.2 Written Approval for Reimbursement
The Contractor shall not be entitled to payment or reimbursement for any
tasks or services performed, nor for any incidental or administrative
expenses whatsoever incurred in or incidental to performance hereunder,
except as specified herein. Assumption or takeover of any of the
Contractor's duties, responsibilities, or obligations, or performance of
same by any person or entity other than the Contractor, whether through
assignment, subcontract, delegation, merger, buyout, or any other
mechanism, with or without consideration for any reason whatsoever, shall
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AO-22-030
not occur except with the County's express prior written approval.
5.3 Notification of 75% of Total Contract Sum
The Contractor shall maintain a system of record keeping that will allow
the Contractor to determine when it has incurred seventy-five percent
(75%) of the total contract sum under this Contract. Upon occurrence of
this event, the Contractor shall send written notification to Chief Executive
Office at the address herein provided in Exhibit C (County's
Administration).
5.4 No Payment for Services Provided Following Expiration- Termination
of Contract
The Contractor shall have no claim against County for payment of any
money or reimbursement, of any kind whatsoever, for any service
provided by the Contractor after the expiration or other termination of this
Contract. Should the Contractor receive any such payment it shall
immediately notify County and shall immediately repay all such funds to
County. Payment by County for services rendered after expiration -
termination of this Contract shall not constitute a waiver of County's right
to recover such payment from the Contractor. This provision shall survive
the expiration or other termination of this Contract.
5.5 Invoices and Payments
5.5.1 The Contractor shall invoice the County only for providing the
tasks, deliverables, goods, services, and other work specified in
Exhibit A (Statement of Work) and elsewhere hereunder. The
Contractor shall prepare invoices, which shall include the charges
owed to the Contractor by the County under the terms of this
Contract. The Contractor's payments shall be as provided in
Exhibit B (Pricing Schedule) and the Contractor shall be paid only
for the tasks, deliverables, goods, services, and other work
approved in writing by the County. If the County does not approve
work in writing no payment shall be due to the Contractor for that
work.
5.5.2 The Contractor's invoices shall be priced in accordance with
Exhibit B (Pricing Schedule).
5.5.3 The Contractor's invoices shall contain the information set forth in
Exhibit A (Statement of Work) describing the tasks, deliverables,
goods, services, work hours, and facility and/or other work for
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AO-22-030
which payment is claimed.
5.5.4 The Contractor shall submit the monthly invoices to the County by
the 15t" calendar day of the month following the month of service
and sent electronically to: HIAdmin(a)ceo.lacounty.gov
5.5.5 County Approval of Invoices
All invoices submitted by the Contractor for payment must have
the written approval of the County's Project Manager prior to any
payment thereof. In no event shall the County be liable or
responsible for any payment prior to such written approval.
Approval for payment will not be unreasonably withheld.
5.5.6 Local Small Business Enterprises — Prompt Payment
Program
Certified Local Small Business Enterprises (LSBEs) will receive
prompt payment for services they provide to County departments.
Prompt payment is defined as fifteen (15) calendar days after
receipt of an undisputed invoice.
5.6 Default Method of Payment: Direct Deposit or Electronic Funds
Transfer
5.6.1 The County, at its sole discretion, has determined that the most
efficient and secure default form of payment for goods and/or
services provided under an agreement/ contract with the County
shall be Electronic Funds Transfer (EFT) or direct deposit, unless
an alternative method of payment is deemed appropriate by the
Auditor -Controller (A-C).
5.6.2 The Contractor shall submit a direct deposit authorization request
via the website https-//directdeposit.lacounty.gov with banking and
vendor information, and any other information that the A-C
determines is reasonably necessary to process the payment and
comply with all accounting, record keeping, and tax reporting
requirements.
5.6.3 Any provision of law, grant, or funding agreement requiring a
specific form or method of payment other than EFT or direct
deposit shall supersede this requirement with respect to those
payments.
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5.6.4 At any time during the duration of the agreement/contract, a
Contractor may submit a written request for an exemption to this
requirement. Such request must be based on specific legal,
business or operational needs and explain why the payment
method designated by the A-C is not feasible and an
alternative is necessary. The A-C, in consultation with the
contracting department(s), shall decide whether to approve
exemption requests.
6 ADMINISTRATION OF CONTRACT - COUNTY
6.1 County Administration
A listing of all County Administration referenced in the following
subparagraphs are designated in Exhibit C (County's Administration). The
County will notify the Contractor in writing of any change in the names or
addresses shown.
6.2 County's Project Director
6.2.1 The role of the County's Project Director may include:
6.2.1.1 Coordinating with Contractor and ensuring Contractor's
performance of the Contract; however, in no event shall
Contractor's obligation to fully satisfy all of the
requirements of this Contract be relieved, excused or
limited thereby; and
6.2.1.2 Upon request of the Contractor, providing direction to the
Contractor, as appropriate in areas relating to County
policy, information requirements, and procedural
requirements; however, in no event, shall Contractor's
obligation to fully satisfy all of the requirements of this
Contract be relieved, excused or limited thereby.
6.3 County's Project Manager
6.3.1 The role of the County's Project Manager is authorized to include:
6.3.1.1 Meeting with the Contractor's Project Manager on a regular
basis; and
6.3.1.2 Inspecting any and all tasks, deliverables, goods, services,
or other work provided by or on behalf of the Contractor;
however, in no event shall Contractor's obligation to fully
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satisfy all of the requirements of this Contract be relieved,
excused or limited thereby.
The County's Project Manager is not authorized to make any
changes in any of the terms and conditions of this Contract and is
not authorized to further obligate County in any respect
whatsoever.
6.4 County's Contract Project Monitor
The role of the County's Project Monitor is to oversee the day-to-day
administration of this Contract; however, in no event shall Contractor's
obligation to fully satisfy all of the requirements of this Contract be
relieved, excused or limited thereby. The Project Monitor reports to the
County's Project Manager.
7 ADMINISTRATION OF CONTRACT - CONTRACTOR
7.1 Contractor Administration
A listing of all of Contractor's Administration referenced in the following
paragraphs is designated in Exhibit D (Contractor's Administration). The
Contractor will notify the County in writing of any change in the names or
addresses shown.
7.2 Contractor's Project Manager
7.2.1 The Contractor's Project Manager is designated in Exhibit D
(Contractor's Administration). The Contractor shall notify the
County in writing of any change in the name or address of the
Contractor's Project Manager.
7.2.2 The Contractor's Project Manager shall be responsible for the
Contractor's day-to-day activities as related to this Contract and
shall meet and coordinate with County's Project Manager and
County's Contract Project Monitor on a regular basis.
7.3 Approval of Contractor's Staff
County has the absolute right to approve or disapprove all of the
Contractor's staff performing work hereunder and any proposed changes
in the Contractor's staff, including, but not limited to, the Contractor's
Project Manager.
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7.4 Contractor's Staff Identification
Contract shall provide, at Contractor's expense, all staff providing services
under this Contract with a photo identification badge.
7.5 Background and Security Investigations
7.5.1 Each of Contractor's staff performing services under this Contract,
who is in a designated sensitive position, as determined by County
in County's sole discretion, shall undergo and pass a background
investigation to the satisfaction of County as a condition of
beginning and continuing to perform services under this Contract.
Such background investigation must be obtained through
fingerprints submitted to the California Department of Justice to
include State, local, and federal -level review, which may include,
but shall not be limited to, criminal conviction information. The fees
associated with the background investigation shall be at the
expense of the Contractor, regardless of whether the member of
Contractor's staff passes or fails the background investigation.
If a member of Contractor's staff does not pass the background
investigation, County may request that the member of Contractor's
staff be removed immediately from performing services under the
Contract. Contractor shall comply with County's request at any
time during the term of the Contract. County will not provide to
Contractor or to Contractor's staff any information obtained through
the County's background investigation
7.5.2 County, in its sole discretion, may immediately deny or terminate
facility access to any member of Contractor's staff that does not
pass such investigation to the satisfaction of the County or whose
background or conduct is incompatible with County facility access.
7.5.3 Disqualification of any member of Contractor's staff pursuant to this
Paragraph 7.5 shall not relieve Contractor of its obligation to
complete all work in accordance with the terms and conditions of
this Contract.
7.6 Confidentiality
7.6.1 Contractor shall maintain the confidentiality of all records and
information in accordance with all applicable Federal, State, and
local laws, rules, regulations, ordinances, directives, guidelines,
policies and procedures relating to confidentiality, including, without
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limitation, County policies concerning information technology
security and the protection of confidential records and information.
7.6.2 Contractor shall indemnify, defend, and hold harmless County, its
officers, employees, and agents, from and against any and all
claims, demands, damages, liabilities, losses, costs and expenses,
including, without limitation, defense costs and legal, accounting
and other expert, consulting, or professional fees, arising from,
connected with, or related to any failure by Contractor, its officers,
employees, agents, or subcontractors, to comply with this
Paragraph 7.6, as determined by County in its sole judgment. Any
legal defense pursuant to contractor's indemnification obligations
under this Paragraph 7.5 shall be conducted by contractor and
performed by counsel selected by Contractor and approved by
County. Notwithstanding the preceding sentence, County shall
have the right to participate in any such defense at its sole cost and
expense, except that in the event Contractor fails to provide County
with a full and adequate defense, as determined by County in its
sole judgment, County shall be entitled to retain its own counsel,
including, without limitation, County Counsel, and to reimbursement
from Contractor for all such costs and expenses incurred by County
in doing so. Contractor shall not have the right to enter into any
settlement, agree to any injunction, or make any admission, in each
case, on behalf of County without County's prior written approval.
7.6.3 Contractor shall inform all of its officers, employees, agents and
subcontractors providing services hereunder of the confidentiality
provisions of this Contract.
Contractor shall sign and adhere to the provisions of the
"Contractor Acknowledgement and Confidentiality Agreement",
Exhibit E.
8 STANDARD TERMS AND CONDITIONS
8.1 Amendments
8.1.1 For any change which affects the scope of work, term, contract sum,
payments, or any term or condition included under this Contract, an
amendment to the Contract shall be prepared and executed by the
contractor and by Chief Executive Officer or his/her designee.
8.1.2 For any change which does not materially affect the statement of
work, or any other term or condition included under this Contract, a
Change Notice shall be prepared and signed by the County's Project
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Manager and Contractor's Project Manager.
8.1.3 The Chief Executive Officer or designee may require the addition
and/or change of certain terms and conditions in the Contract during
the term of this Contract. The County reserves the right to add
and/or change such provisions as required by the Chief Executive
Officer. To implement such changes, an Amendment to the Contract
shall be prepared and executed by the contractor and by Chief
Executive Officer and his/her designee.
8.1.4 The Chief Executive Officer or his/her designee, may at his/her sole
discretion, authorize extensions to the term of this Contract. The
contractor agrees that such extensions of time shall not change any
other term or condition of this Contract during the period of such
extensions. To implement an extension of time, an Amendment to
the Contract shall be prepared and executed by the contractor and
by Chief Executive Officer.
8.2 Assignment and Delegation/Mergers or Acquisitions
8.2.1 The contractor shall notify the County of any pending
acquisitions/mergers of its company unless otherwise legally
prohibited from doing so. If the contractor is restricted from legally
notifying the County of pending acquisitions/mergers, then it should
notify the County of the actual acquisitions/mergers as soon as the
law allows and provide to the County the legal framework that
restricted it from notifying the County prior to the actual
acquisitions/mergers.
8.2.2 The contractor shall not assign its rights or delegate its duties under
this Contract, or both, whether in whole or in part, without the prior
written consent of County, in its discretion, and any attempted
assignment or delegation without such consent shall be null and
void. For purposes of this paragraph, County consent shall require a
written Amendment to the Contract, which is formally approved and
executed by the parties. Any payments by the County to any
approved delegatee or assignee on any claim under this Contract
shall be deductible, at County's sole discretion, against the claims,
which the contractor may have against the County.
8.2.3 Shareholders, partners, members, or other equity holders of
contractor may transfer, sell, exchange, assign, or divest themselves
of any interest they may have therein. However, in the event any
such sale, transfer, exchange, assignment, or divestment is affected
in such a way as to give majority control of contractor to any
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person(s), corporation, partnership, or legal entity other than the
majority controlling interest therein at the time of execution of the
Contract, such disposition is an assignment requiring the prior written
consent of County in accordance with applicable provisions of this
Contract.
8.2.4 Any assumption, assignment, delegation, or takeover of any of the
contractor's duties, responsibilities, obligations, or performance of
same by any person or entity other than the contractor, whether
through assignment, subcontract, delegation, merger, buyout, or any
other mechanism, with or without consideration for any
reason whatsoever without County's express prior written
approval, shall be a material breach of the Contract which may result
in the termination of this Contract. In the event of such termination,
County shall be entitled to pursue the same remedies against
contractor as it could pursue in the event of default by contractor.
8.3 Authorization Warranty
The contractor represents and warrants that the person executing this
Contract for the contractor is an authorized agent who has actual authority
to bind the contractor to each and every term, condition, and obligation of
this Contract and that all requirements of the contractor have been fulfilled
to provide such actual authority.
8.4 Budget Reductions
In the event that the County's Board of Supervisors adopts, in any fiscal
year, a County Budget which provides for reductions in the salaries and
benefits paid to the majority of County employees and imposes similar
reductions with respect to County contracts, the County reserves the right
to reduce its payment obligation under this Contract correspondingly for
that fiscal year and any subsequent fiscal year during the term of this
Contract (including any extensions), and the services to be provided by
the contractor under this Contract shall also be reduced correspondingly.
The County's notice to the contractor regarding said reduction in payment
obligation shall be provided within thirty (30) calendar days of the Board's
approval of such actions. Except as set forth in the preceding sentence,
the contractor shall continue to provide all of the services set forth in this
Contract.
8.5 Complaints
8.5.1 The contractor shall develop, maintain, and operate procedures for
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receiving, investigating and responding to complaints.
8.5.2 Complaint Procedures
8.5.2.1 Within thirty (30) business days after the Contract
effective date, the contractor shall provide the County
with the contractor's policy for receiving, investigating and
responding to user complaints.
8.5.2.2 The County will review the contractor's policy and provide
the contractor with approval of said plan or with
requested changes.
8.5.2.3 If the County requests changes in the contractor's policy,
the contractor shall make such changes and resubmit the
plan within fifteen (15) business days for County
approval.
8.5.2.4 If, at any time, the contractor wishes to change the
contractor's policy, the contractor shall submit proposed
changes to the County for approval before
implementation.
8.5.2.5 The contractor shall preliminarily investigate all
complaints and notify the County's Project Manager of
the status of the investigation within thirty (30) business
days of receiving the complaint.
8.5.2.6 When complaints cannot be resolved informally, a system
of follow-through shall be instituted which adheres to
formal plans for specific actions and strict time deadlines.
8.5.2.7 Copies of all written responses shall be sent to the
County's Project Manager within ten (10) business days
of mailing to the complainant.
8.6 Compliance with Applicable Law
8.6.1 In the performance of this Contract, contractor shall comply with all
applicable Federal, State and local laws, rules, regulations,
ordinances, directives, guidelines, policies and procedures, and all
provisions required thereby to be included in this Contract are hereby
incorporated herein by reference.
8.6.2 Contractor shall indemnify, defend, and hold harmless County, its
officers, employees, and agents, from and against any and all
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claims, demands, damages, liabilities, losses, costs, and expenses,
including, without limitation, defense costs and legal, accounting
and other expert, consulting or professional fees, arising from,
connected with, or related to any failure by contractor, its officers,
employees, agents, or subcontractors, to comply with any such
laws, rules, regulations, ordinances, directives, guidelines, policies,
or procedures, as determined by County in its sole judgment. Any
legal defense pursuant to contractor's indemnification obligations
under Paragraph 8.6 (Compliance with Applicable Law) shall be
conducted by contractor and performed by counsel selected by
contractor and approved by County. Notwithstanding the preceding
sentence, County shall have the right to participate in any such
defense at its sole cost and expense, except that in the event
contractor fails to provide County with a full and adequate defense,
as determined by County in its sole judgment, County shall be
entitled to retain its own counsel, including, without limitation,
County Counsel, and to reimbursement from contractor for all such
costs and expenses incurred by County in doing so. Contractor
shall not have the right to enter into any settlement, agree to any
injunction or other equitable relief, or make any admission, in each
case, on behalf of County without County's prior written approval.
8.7 Compliance with Civil Rights Laws
8.7.1 The contractor hereby assures that it will comply with Subchapter
VI of the Civil Rights Act of 1964, 42 USC Sections 2000 (e) (1)
through 2000 (e) (17), to the end that no person will, on the
grounds of race, creed, color, sex, religion, ancestry, age, condition
of physical handicap, marital status, political affiliation, or national
origin, be excluded from participation in, be denied the benefits of,
or be otherwise subjected to discrimination under this Contract or
under any project, program, or activity supported by this Contract.
Additionally, contractor certifies to the County:
8.7.1 That contractor has a written policy statement prohibiting
discrimination in all phases of employment.
8.7.2 That contractor periodically conducts a self-analysis or
utilization analysis of its work force.
8.7.3 That Contractor has a system for determining if its
employment practices are discriminatory against protected
groups.
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8.7.4 Where problem areas are identified in employment
practices, the Contractor has a system for taking
reasonable corrective action, to include establishment of
goals or timetables.
8.8 Compliance with the County's Jury Service Program
8.8.1 Jury Service Program:
This Contract is subject to the provisions of the County's ordinance
entitled Contractor Employee Jury Service ("Jury Service Program")
as codified in Sections 2.203.010 through 2.203.090 of the Los
Angeles County Code.
8.8.2 Written Employee Jury Service Policy.
1. Unless the contractor has demonstrated to the County's
satisfaction either that the contractor is not a "contractor" as
defined under the Jury Service Program (Section 2.203.020 of
the County Code) or that the contractor qualifies for an
exception to the Jury Service Program (Section 2.203.070 of
the County Code), the contractor shall have and adhere to a
written policy that provides that its Employees shall receive
from the contractor, on an annual basis, no less than five days
of regular pay for actual jury service. The policy may provide
that Employees deposit any fees received for such jury service
with the contractor or that the contractor deducts from the
Employee's regular pay the fees received for jury service.
2. For purposes of this paragraph, "contractor" means a person,
partnership, corporation or other entity which has a contract
with the County or a subcontract with a County contractor and
has received or will receive an aggregate sum of fifty thousand
dollars ($50,000) or more in any twelve (12) month period
under one or more County contracts or subcontracts.
"Employee" means any California resident who is a full-time
employee of the contractor. "Full-time" means forty (40) hours
or more worked per week, or a lesser number of hours if: 1)
the lesser number is a recognized industry standard as
determined by the County, or 2) contractor has a long-
standing practice that defines the lesser number of hours as
full-time. Full-time employees providing short-term, temporary
services of ninety (90) days or less within a twelve (12) month
period are not considered full-time for purposes of the Jury
Service Program. If the contractor uses any subcontractor to
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perform services for the County under the Contract, the
subcontractor shall also be subject to the provisions of this
paragraph. The provisions of this paragraph shall be inserted
into any such subcontract agreement and a copy of the Jury
Service Program shall be attached to the agreement.
3. If the contractor is not required to comply with the Jury Service
Program when the Contract commences, the contractor shall
have a continuing obligation to review the applicability of its
"exception status" from the Jury Service Program, and the
contractor shall immediately notify the County if the contractor
at any time either comes within the Jury Service Program's
definition of "contractor" or if the contractor no longer qualifies
for an exception to the Jury Service Program. In either event,
the contractor shall immediately implement a written policy
consistent with the Jury Service Program. The County may
also require, at any time during the Contract and at its sole
discretion, that the contractor demonstrate, to the County's
satisfaction that the contractor either continues to remain
outside of the Jury Service Program's definition of "contractor"
and/or that the contractor continues to qualify for an exception
to the Program.
4. Contractor's violation of this paragraph of the Contract may
constitute a material breach of the Contract. In the event of
such material breach, County may, in its sole discretion,
terminate the Contract and/or bar the contractor from the
award of future County contracts for a period of time
consistent with the seriousness of the breach.
8.9 Conflict of Interest
8.9.1 No County employee whose position with the County enables such
employee to influence the award of this Contract or any competing
Contract, and no spouse or economic dependent of such
employee, shall be employed in any capacity by the contractor or
have any other direct or indirect financial interest in this Contract.
No officer or employee of the contractor who may financially benefit
from the performance of work hereunder shall in any way
participate in the County's approval, or ongoing evaluation, of such
work, or in any way attempt to unlawfully influence the County's
approval or ongoing evaluation of such work.
8.9.2 The contractor shall comply with all conflict of interest laws,
ordinances, and regulations now in effect or hereafter to be
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enacted during the term of this Contract. The contractor warrants
that it is not now aware of any facts that create a conflict of
interest. If the contractor hereafter becomes aware of any facts
that might reasonably be expected to create a conflict of interest,
it shall immediately make full written disclosure of such facts to
the County. Full written disclosure shall include, but is not limited
to, identification of all persons implicated and a complete
description of all relevant circumstances. Failure to comply with
the provisions of this paragraph shall be a material breach of this
Contract.
8.10 Consideration of Hiring County Employees Targeted for Layoff or Re -
Employment List
Should the contractor require additional or replacement personnel after the
effective date of this Contract to perform the services set forth herein, the
contractor shall give first consideration for such employment openings to
qualified, permanent County employees who are targeted for layoff or
qualified, former County employees who are on a re-employment list during
the life of this Contract.
8.11 Consideration of Hiring GAIN -GROW Participants
8.11.1 Should the contractor require additional or replacement personnel
after the effective date of this Contract, the contractor shall give
consideration for any such employment openings to participants in
the County`s Department of Public Social Services Greater
Avenues for Independence (GAIN) Program or General Relief
Opportunity for Work (GROW) Program who meet the contractor's
minimum qualifications for the open position. For this purpose,
consideration shall mean that the contractor will interview qualified
candidates. The County will refer GAIN -GROW participants by job
category to the contractor. Contractors shall report all job
openings with job requirements to:
GAINGROW(a)DPSS.LA000NTY.GOV and
BSERVICESQWDACS.LA000NTY.GOV and DPSS will refer
qualified GAIN/GROWjob candidates.
8.11.2 In the event that both laid -off County employees and GAIN/GROW
participants are available for hiring, County employees shall be
given first priority.
8.12 Contractor Responsibility and Debarment
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8.12.1 Responsible Contractor
A responsible contractor is a contractor who has demonstrated
the attribute of trustworthiness, as well as quality, fitness, capacity
and experience to satisfactorily perform the contract. It is the
County's policy to conduct business only with responsible
contractors.
8.12.2 Chapter 2.202 of the County Code
The contractor is hereby notified that, in accordance with Chapter
2.202 of the County Code, if the County acquires information
concerning the performance of the contractor on this or other
contracts which indicates that the contractor is not responsible,
the County may, in addition to other remedies provided in the
Contract, debar the contractor from bidding or proposing on, or
being awarded, and/or performing work on County contracts for a
specified period of time, which generally will not exceed five (5)
years but may exceed five (5) years or be permanent if warranted
by the circumstances, and terminate any or all existing contracts
the contractor may have with the County.
8.12.3 Non -responsible contractor
The County may debar a contractor if the Board of Supervisors
finds, in its discretion, that the contractor has done any of the
following: 1) violated a term of a contract with the County or a
nonprofit corporation created by the County, 2) committed an act
or omission which negatively reflects on the contractor's quality,
fitness or capacity to perform a contract with the County, any
other public entity, or a nonprofit corporation created by the
County, or engaged in a pattern or practice which negatively
reflects on same, 3) committed an act or offense which indicates
a lack of business integrity or business honesty, or 4) made or
submitted a false claim against the County or any other public
entity.
8.12.4 Contractor Hearing Board
8.12.4.1 If there is evidence that the contractor may be subject
to debarment, the Department will notify the contractor
in writing of the evidence which is the basis for the
proposed debarment and will advise the contractor of
the scheduled date for a debarment hearing before the
Contractor Hearing Board.
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8.12.4.2 The Contractor Hearing Board will conduct a hearing
where evidence on the proposed debarment is
presented. The contractor and/or the contractor's
representative shall be given an opportunity to submit
evidence at that hearing. After the hearing, the
Contractor Hearing Board shall prepare a tentative
proposed decision, which shall contain a
recommendation regarding whether the contractor
should be debarred, and, if so, the appropriate length
of time of the debarment. The contractor and the
Department shall be provided an opportunity to object
to the tentative proposed decision prior to its
presentation to the Board of Supervisors.
8.12.4.3 After consideration of any objections, or if no
objections are submitted, a record of the hearing, the
proposed decision, and any other recommendation of
the Contractor Hearing Board shall be presented to the
Board of Supervisors. The Board of Supervisors shall
have the right to modify, deny, or adopt the proposed
decision and recommendation of the Contractor
Hearing Board.
8.12.4.4 If a contractor has been debarred for a period longer
than five (5) years, that contractor may after the
debarment has been in effect for at least five (5) years,
submit a written request for review of the debarment
determination to reduce the period of debarment or
terminate the debarment. The County may, in its
discretion, reduce the period of debarment or
terminate the debarment if it finds that the contractor
has adequately demonstrated one or more of the
following: 1) elimination of the grounds for which the
debarment was imposed; 2) a bona fide change in
ownership or management; 3) material evidence
discovered after debarment was imposed; or 4) any
other reason that is in the best interests of the County.
8.12.4.5 The Contractor Hearing Board will consider a request
for review of a debarment determination only where 1)
the contractor has been debarred for a period longer
than five (5) years; 2) the debarment has been in effect
for at least five (5) years; and 3) the request is in
writing, states one or more of the grounds for reduction
of the debarment period or termination of the
debarment and includes supporting documentation.
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Upon receiving an appropriate request, the Contractor
Hearing Board will provide notice of the hearing on the
request. At the hearing, the Contractor Hearing Board
shall conduct a hearing where evidence on the
proposed reduction of debarment period or termination
of debarment is presented. This hearing shall be
conducted and the request for review decided by the
Contractor Hearing Board pursuant to the same
procedures as for a debarment hearing.
8.12.4.6 The Contractor Hearing Board's proposed decision
shall contain a recommendation on the request to
reduce the period of debarment or terminate the
debarment. The Contractor Hearing Board shall
present its proposed decision and recommendation to
the Board of Supervisors. The Board of Supervisors
shall have the right to modify, deny, or adopt the
proposed decision and recommendation of the
Contractor Hearing Board.
8.12.5 Subcontractors of Contractor
These terms shall also apply to subcontractors of County
contractors.
8.13 Contractor's Acknowledgement of County's Commitment to Safely
Surrendered Baby Law
The contractor acknowledges that the County places a high priority on the
implementation of the Safely Surrendered Baby Law. The contractor
understands that it is the County's policy to encourage all County
contractors to voluntarily post the County's "Safely Surrendered Baby Law"
poster in a prominent position at the contractor's place of business. The
contractor will also encourage its subcontractors, if any, to post this poster
in a prominent position in the subcontractor's place of business. The
County's Department of Children and Family Services will supply the
contractor with the poster to be used. Information and posters for printing
are available at https://Iacounty.gov/residents/family-services/child-
safety/safe-surrender/.
8.14 Contractor's Warranty of Adherence to County's Child Support
Compliance Program
8.14.1 The contractor acknowledges that the County has established a
goal of ensuring that all individuals who benefit financially from the
County through contracts are in compliance with their court -
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ordered child, family and spousal support obligations in order to
mitigate the economic burden otherwise imposed upon the County
and its taxpayers.
8.14.2 As required by the County's Child Support Compliance Program
(County Code Chapter 2.200) and without limiting the contractor's
duty under this Contract to comply with all applicable provisions of
law, the contractor warrants that it is now in compliance and shall
during the term of this Contract maintain in compliance with
employment and wage reporting requirements as required by the
Federal Social Security Act (42 USC Section 653a) and California
Unemployment Insurance Code Section 1088.5, and shall
implement all lawfully served Wage and Earnings Withholding
Orders or Child Support Services Department Notices of Wage and
Earnings Assignment for Child, Family or Spousal Support,
pursuant to Code of Civil Procedure Section 706.031 and Family
Code Section 5246(b).
8.15 County's Quality Assurance Plan
The County or its agent(s) will evaluate the contractor's performance under
this Contract on not less than an annual basis. Such evaluation will include
assessing the contractor's compliance with all Contract terms and
conditions and performance standards. Contractor 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.
8.15.1 The report will include improvement/corrective action measures
taken by the County and the contractor. If improvement does not
occur consistent with the corrective action measures, the County
may terminate this Contract or impose other penalties as specified
in this Contract.
8.16 Damage to County Facilities, Buildings or Grounds
8.16.1 The contractor shall repair, or cause to be repaired, at its own cost,
any and all damage to County facilities, buildings, or grounds
caused by the contractor or employees or agents of the contractor.
Such repairs shall be made immediately after the contractor has
become aware of such damage, but in no event later than thirty
(30) days after the occurrence.
8.16.2 If the contractor fails to make timely repairs, County may make any
necessary repairs. All costs incurred by County, as determined by
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County, for such repairs shall be repaid by the contractor by cash
payment upon demand.
8.17 Employment Eligibility Verification
8.17.1 The contractor warrants that it fully complies with all Federal and
State statutes and regulations regarding the employment of aliens
and others and that all its employees performing work under this
Contract meet the citizenship or alien status requirements set
forth in Federal and State statutes and regulations. The
contractor shall obtain, from all employees performing work
hereunder, all verification and other documentation of
employment eligibility status required by Federal and State
statutes and regulations including, but not limited to, the
Immigration Reform and Control Act of 1986, (P.L. 99-603), or as
they currently exist and as they may be hereafter amended. The
contractor shall retain all such documentation for all covered
employees for the period prescribed by law.
8.17.2 The contractor shall indemnify, defend, and hold harmless, the
County, its agents, officers, and employees from employer
sanctions and any other liability which may be assessed against
the contractor or the County or both in connection with any
alleged violation of any Federal or State statutes or regulations
pertaining to the eligibility for employment of any persons
performing work under this Contract.
8.18 Counterparts and Electronic Signatures and Representations
This Contract may be executed in two or more counterparts, each of which
shall be deemed an original but al of which together shall constitute one
and the same Contract. The facsimile, email or electronic signature of the
Parties shall be deemed to constitute original signatures, and facsimile or
electronic copies hereof shall be deemed to constitute duplicate originals.
The County and the contractor hereby agree to regard electronic
representations of original signatures of authorized officers of each party,
when appearing in appropriate places on the Amendments prepared
pursuant to Paragraph 8.1 (Amendments) and received via
communications facilities (facsimile, email, or electronic signature), as
legally sufficient evidence that such original signatures have been affixed
to Amendments to this Contract.
8.19 Fair Labor Standards
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The contractor shall comply with all applicable provisions of the Federal Fair
Labor Standards Act and shall indemnify, defend, and hold harmless the
County and its agents, officers, and employees from any and all liability,
including, but not limited to, wages, overtime pay, liquidated damages,
penalties, court costs, and attorneys' fees arising under any wage and hour
law, including, but not limited to, the Federal Fair Labor Standards
Act, for work performed by the contractor's employees for which the
County may be found jointly or solely liable.
8.20 Force Majeure
8.20.1 Neither party shall be liable for such party's failure to perform its
obligations under and in accordance with this Contract, if such
failure arises out of fires, floods, epidemics, quarantine
restrictions, other natural occurrences, strikes, lockouts (other
than a lockout by such party or any of such party's
subcontractors), freight embargoes, or other similar events to
those described above, but in every such case the failure to
perform must be totally beyond the control and without any fault
or negligence of such party (such events are referred to in this
paragraph as "force majeure events").
8.20.2 Notwithstanding the foregoing, a default by a subcontractor of
contractor shall not constitute a force majeure event, unless such
default arises out of causes beyond the control of both contractor
and such subcontractor, and without any fault or negligence of
either of them. In such case, contractor shall not be liable for
failure to perform, unless the goods or services to be furnished by
the subcontractor were obtainable from other sources in sufficient
time to permit contractor to meet the required performance
schedule. As used in this subparagraph, the term "subcontractor"
and "subcontractors" mean subcontractors at any tier.
8.20.3 In the event contractor's failure to perform arises out of a force
majeure event, contractor agrees to use commercially reasonable
best efforts to obtain goods or services from other sources, if
applicable, and to otherwise mitigate the damages and reduce the
delay caused by such force majeure event.
8.21 Governing Law, Jurisdiction, and Venue
This Contract shall be governed by, and construed in accordance with, the
laws of the State of California. The contractor agrees and consents to the
exclusive jurisdiction of the courts of the State of California for all purposes
regarding this Contract and further agrees and consents that venue of any
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action brought hereunder shall be exclusively in the County of Los Angeles.
8.22 Independent Contractor Status
8.22.1 This Contract is by and between the County and the contractor and
is not intended, and shall not be construed, to create the
relationship of agent, servant, employee, partnership, joint venture,
or association, as between the County and the contractor. The
employees and agents of one party shall not be, or be construed to
be, the employees or agents of the other party for any purpose
whatsoever.
8.22.2 The contractor shall be solely liable and responsible for providing
to, or on behalf of, all persons performing work pursuant to this
Contract all compensation and benefits. The County shall have no
liability or responsibility for the payment of any salaries, wages,
unemployment benefits, disability benefits, Federal, State, or local
taxes, or other compensation, benefits, or taxes for any personnel
provided by or on behalf of the contractor.
8.22.3 The contractor understands and agrees that all persons performing
work pursuant to this Contract are, for purposes of Workers'
Compensation liability, solely employees of the contractor and not
employees of the County. The contractor shall be solely liable and
responsible for furnishing any and all Workers' Compensation
benefits to any person as a result of any injuries arising from or
connected with any work performed by or on behalf of the
contractor pursuant to this Contract.
8.22.4 The contractor shall adhere to the provisions stated in Paragraph
7.6 (Confidentiality).
8.23 Indemnification
The contractor shall indemnify, defend and hold harmless the County, its
Special Districts, elected and appointed officers, employees, agents and
volunteers (County Indemnitees) from and against any and all liability,
including but not limited to demands, claims, actions, fees, costs and
expenses (including attorney and expert witness fees), arising from and/or
relating to this Contract, except for such loss or damage arising from the
sole negligence or willful misconduct of the County indemnitees.
8.24 General Provisions for all Insurance Coverage
8.24.1 Without limiting Contractor's indemnification of County, and in the
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performance of this Contract and until all of its obligations
pursuant to this Contract have been met, contractor shall provide
and maintain at its own expense insurance coverage satisfying
the requirements specified in Paragraphs 8.24 and 8.25 of this
Contract. These minimum insurance coverage terms, types, and
limits (the "Required Insurance") also are in addition to and
separate from any other contractual obligation imposed upon
contractor pursuant to this Contract. The County in no way
warrants that the Required Insurance is sufficient to protect the
contractor for liabilities which may arise from or relate to this
Contract.
8.24.2 Evidence of Coverage and Notice to County
8.24.2.1 Certificate(s) of insurance coverage (Certificate)
satisfactory to County, and a copy of an Additional
Insured endorsement confirming County and its
Agents (defined below) has been given Insured status
under the contractor's General Liability policy, shall be
delivered to County at the address shown below and
provided prior to commencing services under this
Contract.
8.24.2.2 Renewal Certificates shall be provided to County not
less than ten (10) days prior to contractor's policy
expiration dates. The County reserves the right to
obtain complete, certified copies of any required
contractor and/or subcontractor insurance policies at
any time.
8.24.2.3 Certificates shall identify all Required Insurance
coverage types and limits specified herein, reference
this Contract by name or number, and be signed by an
authorized representative of the insurer(s). The
Insured party named on the Certificate shall match the
name of the contractor identified as the contracting
party in this Contract. Certificates shall provide the full
name of each insurer providing coverage, its NAIC
(National Association of Insurance Commissioners)
identification number, its financial rating, the amounts
of any policy deductibles or self -insured retentions
exceeding fifty thousand dollars ($50,000), and list any
County required endorsement forms.
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8.24.2.4 Neither the County's failure to obtain, nor the County's
receipt of, or failure to object to a non -complying
insurance certificate or endorsement, or any other
insurance documentation or information provided by
the contractor, its insurance broker(s) and/or
insurer(s), shall be construed as a waiver of any of the
Required Insurance provisions.
8.24.2.5 Certificates and copies of any required endorsements
shall be sent to: HIAdmin@ceo.lacounty.gov
8.24.2.6 Contractor also shall promptly report to County any
injury or property damage accident or incident,
including any injury to a contractor employee occurring
on County property, and any loss, disappearance,
destruction, misuse, or theft of County property,
monies or securities entrusted to contractor.
Contractor also shall promptly notify County of any
third -party claim or suit filed against contractor or any
of its subcontractors which arises from or relates to
this Contract and could result in the filing of a claim or
lawsuit against contractor and/or County.
8.24.3 Additional Insured Status and Scope of Coverage
The County of Los Angeles, it's Special Districts, Elected Officials,
Officers, Agents, employees, and volunteers (collectively County
and its Agents) shall be provided additional insured status under
contractor's General Liability policy with respect to liability arising
out of contractor's ongoing and completed operations performed
on behalf of the County. County and its Agents additional insured
status shall apply with respect to liability and defense of suits
arising out of the contractor's acts or omissions, whether such
liability is attributable to the contractor or to the County. The full
policy limits and scope of protection also shall apply to the County
and its Agents as an additional insured, even if they exceed the
County's minimum Required Insurance specifications herein. Use
of an automatic additional insured endorsement form is
acceptable providing it satisfies the Required Insurance
provisions herein.
8.24.4 Cancellation of or Changes in Insurance
Contractor shall provide County with, or contractor's insurance
policies shall contain a provision that County shall receive, written
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notice of cancellation or any change in Required Insurance,
including insurer, limits of coverage, term of coverage or policy
period. The written notice shall be provided to County at least ten
(10) days in advance of cancellation for non-payment of premium
and thirty (30) days in advance for any other cancellation or policy
change. Failure to provide written notice of cancellation or any
change in Required Insurance may constitute a material breach of
the Contract, in the sole discretion of the County, upon which the
County may suspend or terminate this Contract.
8.24.5 Failure to Maintain Insurance
Contractor's failure to maintain or to provide acceptable evidence
that it maintains the Required Insurance shall constitute a material
breach of the Contract, upon which County immediately may
withhold payments due to contractor, and/or suspend or terminate
this Contract. County, at its sole discretion, may obtain damages
from contractor resulting from said breach. Alternatively, the
County may purchase the Required Insurance, and without further
notice to contractor, deduct the premium cost from sums due to
Contractor or pursue Contractor reimbursement.
8.24.6 Insurer Financial Ratings
Coverage shall be placed with insurers acceptable to the County
with A.M. Best ratings of not less than A:VII unless otherwise
approved by County.
8.24.7 Contractor's Insurance Shall Be Primary
Contractor's insurance policies, with respect to any claims related
to this Contract, shall be primary with respect to all other sources
of coverage available to Contractor. Any County maintained
insurance or self-insurance coverage shall be in excess of and
not contribute to any Contractor coverage.
8.24.8 Waivers of Subrogation
To the fullest extent permitted by law, the contractor hereby
waives its rights and its insurer(s)' rights of recovery against
County under all the Required Insurance for any loss arising from
or relating to this Contract. The contractor shall require its
insurers to execute any waiver of subrogation endorsements
which may be necessary to affect such waiver.
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8.24.9 Subcontractor Insurance Coverage Requirements
Contractor shall include all subcontractors as insureds under
contractor's own policies or shall provide County with each
subcontractor's separate evidence of insurance coverage.
Contractor shall be responsible for verifying each subcontractor
complies with the Required Insurance provisions herein and shall
require that each subcontractor name the County and contractor
as additional insureds on the subcontractor's General Liability
policy. Contractor shall obtain County's prior review and approval
of any subcontractor request for modification of the Required
Insurance.
8.24.10 Deductibles and Self -Insured Retentions (SIRs)
Contractor's policies shall not obligate the County to pay any
portion of any contractor deductible or SIR. The County retains
the right to require contractor to reduce or eliminate policy
deductibles and SIRs as respects the County, or to provide a
bond guaranteeing contractor's payment of all deductibles and
SIRs, including all related claims investigation, administration and
defense expenses. Such bond shall be executed by a corporate
surety licensed to transact business in the State of California.
8.24.11 Claims Made Coverage
If any part of the Required Insurance is written on a claims made
basis, any policy retroactive date shall precede the effective date
of this Contract. Contractor understands and agrees it shall
maintain such coverage for a period of not less than three (3)
years following Contract expiration, termination or cancellation.
8.24.12 Application of Excess Liability Coverage
Contractors may use a combination of primary and excess
insurance policies which provide coverage as broad as the
underlying primary policies, to satisfy the Required Insurance
provisions.
8.24.13 Separation of Insureds
All liability policies shall provide cross -liability coverage as would
be afforded by the standard ISO (Insurance Services Office, Inc.)
separation of insureds provision with no insured versus insured
exclusions or limitations.
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8.24.14 Alternative Risk Financing Programs
The County reserves the right to review, and then approve,
Contractor use of self-insurance, risk retention groups, risk
purchasing groups, pooling arrangements and captive insurance
to satisfy the Required Insurance provisions. The County and its
Agents shall be designated as an Additional Covered Party under
any approved program.
8.24.15 County Review and Approval of Insurance Requirements
The County reserves the right to review and adjust the Required
Insurance provisions, conditioned upon County's determination of
changes in risk exposures.
8.25 Insurance Coverage
8.25.1 Commercial General Liability insurance (providing scope of
coverage equivalent to ISO policy form CG 00 01), naming
County and its Agents as an additional insured, with limits of not
less than:
General Aggregate: $2 million
Products/Completed Operations Aggregate: $1 million
Personal and Advertising Injury: $1 million
Each Occurrence: $1 million
8.25.2 Automobile Liability insurance (providing scope of coverage
equivalent to ISO policy form CA 00 01) with limits of not less
than $1 million for bodily injury and property damage, in
combined or equivalent split limits, for each single accident.
Insurance shall cover liability arising out of contractor's use of
autos pursuant to this Contract, including owned, leased, hired,
and/or non -owned autos, as each may be applicable.
8.25.3 Workers Compensation and Employers' Liability insurance or
qualified self- insurance satisfying statutory requirements, which
includes Employers' Liability coverage with limits of not less than
$1 million per accident. If Contractor will provide leased
employees, or, is an employee leasing or temporary staffing firm
or a professional employer organization (PEO), coverage also
shall include an Alternate Employer Endorsement (providing
scope of coverage equivalent to ISO policy form WC 00 03
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01 A) naming the County as the Alternate Employer. The
written notice shall be provided to County at least ten (10) days
in advance of cancellation for non-payment of premium and thirty
(30) days in advance for any other cancellation or policy change.
If applicable to Contractor's operations, coverage also shall be
arranged to satisfy the requirements of any federal workers or
workmen's compensation law or any federal occupational
disease law.
8.26 Liquidated Damages
8.26.1 If, in the judgment of the Chief Executive Officer, or his/her
designee, the contractor is deemed to be non -compliant with the
terms and obligations assumed hereby, the Chief Executive
Officer, or his/her designee, at his/her option, in addition to, or in
lieu of, other remedies provided herein, may withhold the entire
monthly payment or deduct pro rata from the contractor's invoice
for work not performed. A description of the work not performed
and the amount to be withheld or deducted from payments to the
contractor from the County, will be forwarded to the contractor by
the Chief Executive Officer, or his/her designee, in a written notice
describing the reasons for said action.
8.26.2 If the Chief Executive Officer, or his/her designee, determines that
there are deficiencies in the performance of this Contract that the
Chief Executive Officer, or his/her designee, deems are
correctable by the contractor over a certain time span, the Chief
Executive Officer, or his/her designee, will provide a written notice
to the contractor to correct the deficiency within specified time
frames. Should the contractor fail to correct deficiencies within
said time frame, the Chief Executive Officer, or his/her designee,
may: (a) Deduct from the contractor's payment, pro rata, those
applicable portions of the Monthly Contract Sum; and/or (b)
Deduct liquidated damages. The parties agree that it will be
impracticable or extremely difficult to fix the extent of actual
damages resulting from the failure of the contractor to correct a
deficiency within the specified time frame. The parties hereby
agree that under the current circumstances a reasonable estimate
of such damages is one hundred dollars ($100) per day per
infraction, and that the contractor shall be liable to the County for
liquidated damages in said amount. Said amount shall be
deducted from the County's payment to the contractor; and/or (c)
Upon giving five (5) days notice to the contractor for failure to
correct the deficiencies, the County may correct any and all
deficiencies and the total costs incurred by the County for
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completion of the work by an alternate source, whether it be
County forces or separate private contractor, will be deducted and
forfeited from the payment to the contractor from the County, as
determined by the County.
8.26.3 The action noted in Paragraph 8.26.2 shall not be construed as a
penalty, but as adjustment of payment to the contractor to recover
the County cost due to the failure of the contractor to complete or
comply with the provisions of this Contract.
8.26.4 This Paragraph shall not, in any manner, restrict or limit the
County's right to damages for any breach of this Contract
provided by law or as specified in the PRS or Paragraph 8.26.2,
and shall not, in any manner, restrict or limit the County's right to
terminate this Contract as agreed to herein.
8.27 Most Favored Public Entity
If the contractor's prices decline or should the contractor at any time during
the term of this Contract provide the same goods or services under similar
quantity and delivery conditions to the State of California or any county,
municipality, or district of the State at prices below those set forth in this
Contract, then such lower prices shall be immediately extended to the
County.
8.28 Nondiscrimination and Affirmative Action
8.28.1 The contractor certifies and agrees that all persons employed by
it, its affiliates, subsidiaries, or holding companies are and will be
treated equally without regard to or because of race, color,
religion, ancestry, national origin, sex, age, physical or mental
disability, marital status, or political affiliation, in compliance with
all applicable Federal and State anti discrimination laws and
regulations.
8.28.2 Contractor certifies to the County each of the following:
That contractor has a written policy statement prohibiting
discrimination in all phases of employment.
8.28.3 That contractor periodically conducts a self-analysis or utilization
analysis of its work force.
8.28.4 That Contractor has a system for determining if its employment
practices are discriminatory against protected groups.
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8.28.5 Where problem areas are identified in employment practices, the
Contractor has a system for taking reasonable corrective action, to
include establishment of goals or timetables.
8.28.6 The contractor must take affirmative action to ensure that
applicants are employed, and that employees are treated during
employment, without regard to race, color, religion, ancestry,
national origin, sex, age, physical or mental disability, marital
status, or political affiliation, in compliance with all applicable
Federal and State anti -discrimination laws and regulations. Such
action must include, but is not limited to: employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or
termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship.
8.28.7 The contractor certifies and agrees that it will deal with its
subcontractors, bidders, or vendors without regard to or because of
race, color, religion, ancestry, national origin, sex, age, physical or
mental disability, marital status, or political affiliation.
8.28.8 The contractor certifies and agrees that it, its affiliates, subsidiaries,
or holding companies will comply with all applicable Federal and
State laws and regulations to the end that no person will, on the
grounds of race, color, religion, ancestry, national origin, sex, age,
physical or mental disability, marital status, or political affiliation, be
excluded from participation in, be denied the benefits of, or be
otherwise subjected to discrimination under this Contract or under
any project, program, or activity supported by this Contract.
8.28.9 The contractor will allow County representatives access to the
contractor's employment records during regular business hours to
verify compliance with the provisions of this Paragraph 8.28
(Nondiscrimination and Affirmative Action) when so requested by
the County.
8.28.10 If the County finds that any provisions of this Paragraph 8.28
(Nondiscrimination and Affirmative Action) have been violated,
such violation will constitute a material breach of this Contract upon
which the County may terminate or suspend this Contract. While
the County reserves the right to determine independently that the
anti -discrimination provisions of this Contract have been violated,
in addition, a determination by the California Fair Employment and
Housing Commission or the Federal Equal Employment
Opportunity Commission that the contractor has violated Federal or
State anti -discrimination laws or regulations will constitute a
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finding by the County that the contractor has violated the anti-
discrimination provisions of this Contract.
8.28.11 The parties agree that in the event the contractor violates any of
the anti- discrimination provisions of this Contract, the County will,
at its sole option, be entitled to the sum of five hundred dollars
($500) for each such violation pursuant to California Civil Code
Section 1671 as liquidated damages in lieu of terminating or
suspending this Contract.
8.29 Non Exclusivity
Nothing herein is intended nor shall be construed as creating any exclusive
arrangement with the contractor. This Contract shall not restrict County
from acquiring similar, equal or like goods and/or services from other
entities or sources.
8.30 Notice of Delays
Except as otherwise provided under this Contract, when either party has
knowledge that any actual or potential situation is delaying or threatens to
delay the timely performance of this Contract, that party shall, within one (1)
business day, give notice thereof, including all relevant information with
respect thereto, to the other party.
8.31 Notice of Disputes
The contractor shall bring to the attention of the County's Project Manager
and/or County's Project Director any dispute between the County and the
contractor regarding the performance of services as stated in this Contract.
If the County's Project Manager or County's Project Director is not able to
resolve the dispute, the Chief Executive Officer, or designee shall resolve it.
8.32 Notice to Employees Regarding the Federal Earned Income Credit
The contractor shall notify its employees, and shall require each
subcontractor to notify its employees, that they may be eligible for the
Federal Earned Income Credit under the federal income tax laws. Such
notice shall be provided in accordance with the requirements set forth in
Internal Revenue Service Notice No. 1015.
8.33 Notice to Employees Regarding the Safely Surrendered Baby Law
The contractor 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
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Angeles County, and where and how to safely surrender a baby. The fact
sheet is set forth in Exhibit F (Safely Surrendered Baby Law) of this
Contract and is also available on the Internet at www.babysafela.org for
printing purposes.
8.34 Notices
All notices or demands required or permitted to be given or made under this
Contract shall be in writing and shall be hand delivered with signed receipt
or mailed by first-class registered or certified mail, postage prepaid,
addressed to the parties as identified in Exhibits C(County's Administration)
and D(Contractor's Administration). Addresses may be changed by either
party giving ten (10) days prior written notice thereof to the other party. The
Chief Executive Officer or his/her designee shall have the authority to issue
all notices or demands required or permitted by the County under this
Contract.
8.35 Prohibition Against Inducement or Persuasion
Notwithstanding the above, the contractor and the County agree that,
during the term of this Contract and for a period of one year thereafter,
neither party shall in any way intentionally induce or persuade any
employee of one party to become an employee or agent of the other party.
No bar exists against any hiring action initiated through a public
announcement.
8.36 Public Records Act
8.36.1 Any documents submitted by the contractor; all information
obtained in connection with the County's right to audit and inspect
the contractor's documents, books, and accounting records
pursuant to Paragraph 8.38 (Record Retention and Inspection -
Audit Settlement) of this Contract as well as those documents
which were required to be submitted in response to the Request for
Proposals (RFP) used in the solicitation process for this Contract, if
applicable, become the exclusive property of the County. All such
documents become a matter of public record and shall be regarded
as public records. Exceptions will be those elements in the
California Government Code Section 6250 et seq. (Public Records
Act) and which are marked "trade secret", "confidential", or
"proprietary". The County shall not in any way be liable or
responsible for the disclosure of any such records including,
without limitation, those so marked, if disclosure is required by law,
or by an order issued by a court of competent jurisdiction.
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8.36.2 In the event the County is required to defend an action on a Public
Records Act request for any of the aforementioned documents,
information, books, records, and/or contents of a proposal marked
"trade secret", "confidential", or "proprietary", the contractor agrees
to defend and indemnify the County from all costs and expenses,
including reasonable attorney's fees, in action or liability arising
under the Public Records Act.
8.37 Publicity
8.37.1 The contractor shall not disclose any details in connection with this
Contract to any person or entity except as may be otherwise
provided hereunder or required by law. However, in recognizing
the contractor's need to identify its services and related clients to
sustain itself, the County shall not inhibit the contractor from
publishing its role under this Contract within the following
conditions:
8.37.1.1 The contractor shall develop all publicity material in a
professional manner; and
8.37.1.2 During the term of this Contract, the contractor shall
not, and shall not authorize another to, publish or
disseminate any commercial advertisements, press
releases, feature articles, or other materials using the
name of the County without the prior written consent of
the County's Project Director. The County shall not
unreasonably withhold written consent.
8.37.2 The contractor may, without the prior written consent of County,
indicate in its proposals and sales materials that it has been
awarded this Contract with the County of Los Angeles,
provided that the requirements of this Paragraph 8.37 (Publicity)
shall apply.
8.38 Record Retention and Inspection -Audit Settlement
8.38.1 The contractor shall maintain accurate and complete financial
records of its activities and operations relating to this Contract in
accordance with generally accepted accounting principles. The
contractor shall also maintain accurate and complete employment
and other records relating to its performance of this Contract. The
contractor agrees that the County, or its authorized
representatives, shall have access to and the right to examine,
audit, excerpt, copy, or transcribe any pertinent transaction,
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activity, or record relating to this Contract. All such material,
including, but not limited to, all financial records, bank statements,
cancelled checks or other proof of payment, timecards, sign-
in/sign-out sheets and other time and employment records, and
proprietary data and information, shall be kept and maintained by
the contractor and shall be made available to the County during the
term of this Contract and for a period of five (5) years thereafter
unless the County's written permission is given to dispose of any
such material prior to such time. All such material shall be
maintained by the contractor at a location in Los Angeles County,
provided that if any such material is located outside Los Angeles
County, then, at the County's option, the contractor shall pay the
County for travel, per diem, and other costs incurred by the County
to examine, audit, excerpt, copy, or transcribe such material at
such other location.
8.38.2 In the event that an audit of the contractor is conducted specifically
regarding this Contract by any Federal or State auditor, or by any
auditor or accountant employed by the contractor or otherwise,
then the contractor shall file a copy of such audit report with the
County's Auditor -Controller within thirty (30) days of the
contractor's receipt thereof, unless otherwise provided by
applicable Federal or State law or under this Contract. Subject to
applicable law, the County shall make a reasonable effort to
maintain the confidentiality of such audit report(s) 8.38.3 Failure
on the part of the contractor to comply with any of the provisions of
this subparagraph 8.38 shall constitute a material breach of this
Contract upon which the County may terminate or suspend this
Contract.
8.38.3 If, at any time during the term of this Contract or within five (5)
years after the expiration or termination of this Contract,
representatives of the County conduct an audit of the contractor
regarding the work performed under this Contract, and if such audit
finds that the County's dollar liability for any such work is less than
payments made by the County to the contractor, then the
difference shall be either: a) repaid by the contractor to the County
by cash payment upon demand or b) at the sole option of the
County's Auditor -Controller, deducted from any amounts due to the
contractor from the County, whether under this Contract or
otherwise. If such audit finds that the County's dollar liability for
such work is more than the payments made by the County to the
contractor, then the difference shall be paid to the contractor by the
County by cash payment, provided that in no event shall the
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County's maximum obligation for this Contract exceed the funds
appropriated by the County for the purpose of this Contract.
8.39 Recycled Bond Paper
Consistent with the Board of Supervisors' policy to reduce the amount of
solid waste deposited at the County landfills, the contractor agrees to use
recycled -content paper to the maximum extent possible on this Contract.
8.40 Subcontracting
8.40.1 The requirements of this Contract may not be subcontracted by the
contractor without the advance approval of the County. Any
attempt by the contractor to subcontract without the prior consent
of the County may be deemed a material breach of this Contract.
8.40.2 If the contractor desires to subcontract, the contractor shall provide
the following information promptly at the County's request:
8.40.2.1 A description of the work to be performed by the
subcontractor;
8.40.2.2 A draft copy of the proposed subcontract; and
8.40.2.3 Other pertinent information and/or certifications requested
by the County.
8.40.3 The contractor shall indemnify, defend, and hold the County
harmless with respect to the activities of each and every
subcontractor in the same manner and to the same degree as if
such subcontractor(s) were the contractor employees.
8.40.4 The contractor shall remain fully responsible for all performances
required of it under this Contract, including those that the
contractor has determined to subcontract, notwithstanding the
County's approval of the contractor's proposed subcontract.
8.40.5 The County's consent to subcontract shall not waive the County's
right to prior and continuing approval of any and all personnel,
including subcontractor employees, providing services under this
Contract. The contractor is responsible to notify its subcontractors
of this County right.
8.40.6 The County's Project Director is authorized to act for and on behalf
of the County with respect to approval of any subcontract and
subcontractor employees. After approval of the subcontract by
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the County, contractor shall forward a fully executed subcontract to
the County for their files.
8.40.7 The contractor shall be solely liable and responsible for all
payments or other compensation to all subcontractors and their
officers, employees, agents, and successors in interest arising
through services performed hereunder, notwithstanding the
County's consent to subcontract.
8.40.8 The contractor shall obtain certificates of insurance, which
establish that the subcontractor maintains all the programs of
insurance required by the County from each approved
subcontractor. Before any subcontractor employee may perform
any work hereunder, contractor shall ensure delivery of all such
documents to: HlAdmin(a-)-ceo.lacounty.gov
8.41 Termination for Breach of Warranty to Maintain Compliance with
County's Child Support Compliance Program
Failure of the contractor to maintain compliance with the requirements set
forth in Paragraph 8.14 (Contractor's Warranty of Adherence to County's
Child Support Compliance Program) shall constitute default under this
Contract. Without limiting the rights and remedies available to the County
under any other provision of this Contract, failure of the contractor to cure
such default within ninety (90) calendar days of written notice shall be
grounds upon which the County may terminate this Contract pursuant to
Paragraph 8.43 (Termination for Default) and pursue debarment of the
contractor, pursuant to County Code Chapter 2.202.
8.42 Termination for Convenience
8.42.1 This Contract may be terminated, in whole or in part, from time to
time, when such action is deemed by the County, in its sole
discretion, to be in its best interest. Termination of work hereunder
shall be affected by notice of termination to the contractor
specifying the extent to which performance of work is terminated
and the date upon which such termination becomes effective. The
date upon which such termination becomes effective shall be no
less than ten (10) days after the notice is sent.
8.42.2 After receipt of a notice of termination and except as otherwise
directed by the County, the contractor shall:
8.42.2.1 Stop work under this Contract on the date and to the
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extent specified in such notice, and
8.42.2.2 Complete performance of such part of the work as shall
not have been terminated by such notice.
8.42.3 All material including books, records, documents, or other evidence
bearing on the costs and expenses of the contractor under this
Contract shall be maintained by the contractor in accordance with
Paragraph 8.38 (Record Retention and Inspection -Audit
Settlement).
8.43 Termination for Default
8.43.1 The County may, by written notice to the contractor, terminate the
whole or any part of this Contract, if, in the judgment of County's
Project Director:
8.43.1.1 Contractor has materially breached this Contract; or
8.43.1.2 Contractor fails to timely provide and/or satisfactorily
perform any task, deliverable, service, or other work
required either under this Contract; or
8.43.1.3 Contractor fails to demonstrate a high probability of timely
fulfillment of performance requirements under this
Contract, or of any obligations of this Contract and in
either case, fails to demonstrate convincing progress
toward a cure within five (5) working days (or such longer
period as the County may authorize in writing) after
receipt of written notice from the County specifying such
failure.
8.43.2 In the event that the County terminates this Contract in whole or in
part as provided in Paragraph 8.43.1, the County may procure,
upon such terms and in such manner as the County may deem
appropriate, goods and services similar to those so terminated.
The contractor shall be liable to the County for any and all excess
costs incurred by the County, as determined by the County, for
such similar goods and services. The contractor shall continue the
performance of this Contract to the extent not terminated under the
provisions of this paragraph.
8.43.3 Except with respect to defaults of any subcontractor, the contractor
shall not be liable for any such excess costs of the type identified in
Paragraph 8.43.2 if its failure to perform this Contract arises out of
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causes beyond the control and without the fault or negligence of
the contractor. Such causes may include, but are not limited to:
acts of God or of the public enemy, acts of the County in either its
sovereign or contractual capacity, acts of Federal or State
governments in their sovereign capacities, fires, floods, epidemics,
quarantine restrictions, strikes, freight embargoes, and unusually
severe weather; but in every case, the failure to perform must be
beyond the control and without the fault or negligence of the
contractor. If the failure to perform is caused by the default of a
subcontractor, and if such default arises out of causes beyond the
control of both the contractor and subcontractor, and without the
fault or negligence of either of them, the contractor shall not be
liable for any such excess costs for failure to perform, unless the
goods or services to be furnished by the subcontractor were
obtainable from other sources in sufficient time to permit the
contractor to meet the required performance schedule. As used in
this paragraph, the term "subcontractor(s)" means subcontractor(s)
at any tier.
8.43.4 If, after the County has given notice of termination under the
provisions of Paragraph 8.43 (Termination for Default) it is
determined by the County that the contractor was not in default
under the provisions of Paragraph 8.43 (Termination for Default) or
that the default was excusable under the provisions of
subparagraph 8.43.3, the rights and obligations of the parties shall
be the same as if the notice of termination had been issued
pursuant to Paragraph 8.42 (Termination for Convenience).
8.43.5 The rights and remedies of the County provided in this Paragraph
8.43 (Termination for Default) shall not be exclusive and are in
addition to any other rights and remedies provided by law or under
this Contract.
8.44 Termination for Improper Consideration
8.44.1 The County may, by written notice to the contractor, immediately
terminate the right of the contractor to proceed under this Contract
if it is found that consideration, in any form, was offered or given by
the contractor, either directly or through an intermediary, to any
County officer, employee, or agent with the intent of securing this
Contract or securing favorable treatment with respect to the award,
amendment, or extension of this Contract or the making of any
determinations with respect to the contractor's performance
pursuant to this Contract. In the event of such termination, the
County shall be entitled to pursue the same remedies against the
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contractor as it could pursue in the event of default by the
contractor.
8.44.2 The contractor shall immediately report any attempt by a County
officer or employee to solicit such improper consideration. The
report shall be made either to the County manager charged with
the supervision of the employee or to the County Auditor -
Controller's Employee Fraud Hotline at (800) 544-6861.
8.44.3 Among other items, such improper consideration may take the
form of cash, discounts, services, the provision of travel or
entertainment, or tangible gifts.
8.45 Termination for Insolvency
8.45.1 The County may terminate this Contract forthwith in the event of
the occurrence of any of the following:
8.45.1.1 Insolvency of the contractor. The contractor shall be
deemed to be insolvent if it has ceased to pay its debts
for at least sixty (60) days in the ordinary course of
business or cannot pay its debts as they become due,
whether or not a petition has been filed under the
Federal Bankruptcy Code and whether or not the
contractor is insolvent within the meaning of the Federal
Bankruptcy Code;
8.45.1.2 The filing of a voluntary or involuntary petition regarding
the contractor under the Federal Bankruptcy Code;
8.45.1.3 The appointment of a Receiver or Trustee for the
contractor; or
8.45.1.4 The execution by the contractor of a general assignment
for the benefit of creditors.
8.45.2 The rights and remedies of the County provided in this Paragraph
8.45 (Termination for Insolvency) shall not be exclusive and are in
addition to any other rights and remedies provided by law or under
this Contract.
8.46 Termination for Non -Adherence of County Lobbyist Ordinance
The contractor, and each County Lobbyist or County Lobbying firm as
defined in County Code Section 2.160.010 retained by the contractor, must
fully comply with the County's Lobbyist Ordinance, County Code Chapter
2.160. Failure on the part of the contractor or any County Lobbyist or
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County Lobbying firm retained by the contractor to fully comply with the
County's Lobbyist Ordinance will constitute a material breach of this
Contract, upon which the County may in its sole discretion, immediately
terminate or suspend this Contract.
8.47 Termination for Non -Appropriation of Funds
Notwithstanding any other provision of this Contract, the County shall not be
obligated for the contractor's performance hereunder or by any provision of
this Contract during any of the County's future fiscal years unless and until
the County's Board of Supervisors appropriates funds for this Contract in
the County's Budget for each such future fiscal year. In the event that funds
are not appropriated for this Contract, then this Contract shall terminate as
of June 30 of the last fiscal year for which funds were appropriated. The
County shall notify the contractor in writing of any such non -allocation of
funds at the earliest possible date.
8.48 Validity
If any provision of this Contract or the application thereof to any person or
circumstance is held invalid, the remainder of this Contract and the
application of such provision to other persons or circumstances shall not be
affected thereby.
8.49 Waiver
No waiver by the County of any breach of any provision of this Contract
shall constitute a waiver of any other breach or of such provision. Failure of
the County to enforce at any time, or from time to time, any provision of this
Contract shall not be construed as a waiver thereof. The rights and
remedies set forth in this paragraph 8.49 shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this
Contract.
8.50 Warranty Against Contingent Fees
8.50.1 The contractor warrants that no person or selling agency has been
employed or retained to solicit or secure this Contract upon any
Contract or understanding for a commission, percentage,
brokerage, or contingent fee, excepting bona fide employees or
bona fide established commercial or selling agencies maintained
by the contractor for the purpose of securing business.
8.50.2 For breach of this warranty, the County shall have the right to
terminate this Contract and, at its sole discretion, deduct from the
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Contract price or consideration, or otherwise recover, the full
amount of such commission, percentage, brokerage, or contingent
fee.
8.51 Warranty of Compliance with County's Defaulted Property Tax
Reduction Program
8.51.1 Contractor acknowledges that County has established a goal of
ensuring that all individuals and businesses that benefit financially
from County through contract are current in paying their property
tax obligations (secured and unsecured roll) in order to mitigate
the economic burden otherwise imposed upon County and its
taxpayers.
Unless contractor qualifies for an exemption or exclusion,
contractor warrants and certifies that to the best of its knowledge
it is now in compliance, and during the term of this contract will
maintain compliance, with Los Angeles County Code Chapter
2.206.
8.52 Termination for Breach of Warranty to Maintain Compliance with
County's Defaulted Property Tax Reduction Program
Failure of contractor to maintain compliance with the requirements set
forth in Paragraph 8.51 (Warranty of Compliance with County's Defaulted
Property Tax Reduction Program) shall constitute default under this
contract. Without limiting the rights and remedies available to County
under any other provision of this contract, failure of contractor to cure such
default within ten (10) days of notice shall be grounds upon which County
may terminate this contract and/or pursue debarment of contractor,
pursuant to Los Angeles County Code Chapter 2.206.
8.53 Time Off for Voting
The contractor must notify its employees and must require each
subcontractor to notify and provide to its employees, information regarding
the time off for voting law (Elections Code Section 14000). Not less than
ten (10) days before every statewide election, every contractor and
subcontractors must keep posted conspicuously at the place of work, if
practicable, or elsewhere where it can be seen as employees come or go
to their place of work, a notice setting forth the provisions of Section
8.54 Compliance with County's Zero Tolerance Policy on Human
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Trafficking
Contractor acknowledges that the County has established a Zero
Tolerance Policy on Human Trafficking prohibiting contractors from
engaging in human trafficking.
If a Contractor or member of Contractor's staff is convicted of a human
trafficking offense, the County shall require that the Contractor or member
of Contractor's staff be removed immediately from performing services
under the Contract. County will not be under any obligation to disclose
confidential information regarding the offenses other than those required by
law.
Disqualification of any member of Contractor's staff pursuant to this
paragraph shall not relieve Contractor of its obligation to complete all work
in accordance with the terms and conditions of this Contract.
8.55 Compliance with Fair Chance Employment Practices
Contractor shall comply with fair chance employment hiring practices set
forth in California Government Code Section 12952, Employment
Discrimination: Conviction History. Contractor's violation of this paragraph
of the Contract may constitute a material breach of the Contract. In the
event of such material breach, County may, in its sole discretion,
terminate the Contract.
8.56 Compliance with the County Policy of Equity
The contractor acknowledges that the County takes its commitment to
preserving the dignity and professionalism of the workplace very seriously,
as set forth in the County Policy of Equity (CPOE)
(https://ceop.lacounty.gov/). The contractor further acknowledges that the
County strives to provide a workplace free from discrimination,
harassment, retaliation and inappropriate conduct based on a protected
characteristic, and which may violate the CPOE. The contractor, its
employees and subcontractors acknowledge and certify receipt and
understanding of the CPOE. Failure of the contractor, its employees or its
subcontractors to uphold the County's expectations of a workplace free
from harassment and discrimination, including inappropriate conduct
based on a protected characteristic, may subject the contractor to
termination of contractual agreements as well as civil liability.
8.57 COVID-19 Vaccinations of County Contractor Personnel
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5.57.1 At Contractor's sole cost, Contractor shall comply with Chapter
2.212 (COVID-19 Vaccinations of County Contractor Personnel)
of County Code Title 2 - Administration, Division 4. All employees
of Contractor and persons working on its behalf, including but
not limited to, Subcontractors of any tier (collectively, "Contractor
Personnel"), must be fully vaccinated against the novel
coronavirus 2019 ("COVID-19") prior to (1) interacting in person
with County employees, interns, volunteers, and commissioners
("County workforce members"), (2) working on County owned or
controlled property while performing services under this Contract,
and/or (3) coming into contact with the public while performing
services under this Contract (collectively, "In -Person Services").
5.57.2 Contractor Personnel are considered "fully vaccinated" against
COVID-19 two (2) weeks or more after they have received (1) the
second dose in a 2-dose COVID-19 vaccine series (e.g. Pfizer-
BioNTech or Moderna), (2) a single -dose COVID-19 vaccine (e.g.
Johnson and Johnson [J&J]/Janssen), or (3) the final dose of any
COVID-19 vaccine authorized by the World Health Organization
("WHO").
5.57.3 Prior to assigning Contractor Personnel to perform In -Person
Services, Contractor shall obtain proof that such Contractor
Personnel have been fully vaccinated by confirming Contractor
Personnel is vaccinated through any of the following
documentation: (1) official COVID-19 Vaccination Record Card
(issued by the Department of Health and Human Services, CDC
or WHO Yellow Card), which includes the name of the person
vaccinated, type of vaccine provided, and date of the last dose
administered ("Vaccination Record Card"); (2) copy (including a
photographic copy) of a Vaccination Record Card; (3)
Documentation of vaccination from a licensed medical provider;
(4) a digital record that includes a quick response ("QR") code
that when scanned by a SMART HealthCard reader displays to
the reader client name, date of birth, vaccine dates, and vaccine
type, and the QR code confirms the vaccine record as an official
record of the State of California; or (5) documentation of
vaccination from Contractors who follow the CDPH vaccination
records guidelines and standards. Contractor shall also provide
written notice to County before the start of work under this
Contract that its Contractor Personnel are in compliance with the
requirements of this section. Contractor shall retain such proof of
vaccination for the document retention period set forth in this
Contract and must provide such records to the County for audit
CITY OF SANTA CLARITA Page 45
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purposes, when required by County.
5.57.4 Contractor shall evaluate any medical or sincerely held religious
exemption request of its Contractor Personnel, as required by
law. If Contractor has determined that Contractor Personnel is
exempt pursuant to a medical or sincerely held religious reason,
the Contractor must also maintain records of the Contractor
Personnel's testing results. The Contractor must provide such
records to the County for audit purposes, when required by
County. The unvaccinated exempt Contractor Personnel must
meet the following requirements prior to (1) interacting in person
with County workforce members, (2) working on County owned
or controlled property while performing services under this
Contract, and/or (3) coming into contact with the public while
performing services under this Contract:
a. Test for COVID-19 with either a polymerase chain reaction
(PCR) or antigen test has an Emergency Use Authorization
(EUA) by the FDA or is operating per the Laboratory
Developed Test requirements by the U.S. Centers for
Medicare and Medicaid Services. Testing must occur at least
weekly, or more frequently as required by County or other
applicable law, regulation or order.
b. Wear a mask that is consistent with CDC recommendations
at all times while on County controlled or owned property,
and while engaging with members of the public and
County workforce members.
c. Engage in proper physical distancing, as determined by
the applicable County department that the Contract is with.
5.57.5 In addition to complying with the requirements of this section,
Contractor shall also comply with all other applicable local,
departmental, State, and federal laws, regulations and
requirements for COVID-19. A completed Exhibit G (COVID-19
Vaccination Certification of Compliance) is a required part of any
agreement with the County.
8.59 Prohibition from Participation in Future Solicitation(s)
A Proposer, or a Contractor or its subsidiary or Subcontractor
("Proposer/Contractor"), is prohibited from submitting a bid or proposal in
a County solicitation if the Proposer/Contractor has provided advice or
CITY OF SANTA CLARITA Page 46
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consultation for the solicitation. A Proposer/Contractor is also prohibited
from submitting a bid or proposal in a County solicitation if the
Proposer/Contractor has developed or prepared any of the solicitation
materials on behalf of the County. A violation of this provision will result in
the disqualification of the Contractor/Proposer from participation in the
County solicitation or the termination or cancellation of any resultant
County contract. This provision will survive the expiration, or other
termination of this Agreement.
9 UNIQUE TERMS AND CONDITIONS
9.1 Contractor's Charitable Activities Compliance
The Supervision of Trustees and Fundraisers for Charitable Purposes Act
regulates entities receiving or raising charitable contributions. The
"Nonprofit Integrity Act of 2004" (SB 1262, Chapter 919) increased
Charitable Purposes Act requirements. By requiring Contractors to
complete the Certificate of Compliance, Exhibit H, the County seeks to
ensure that all County contractors which receive or raise charitable
contributions comply with California law in order to protect the County and
its taxpayers. A Contractor which receives or raises charitable
contributions without complying with its obligations under California law
commits a material breach subjecting it to either contract termination or
debarment proceedings or both. (County Code Chapter 2.202)
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IN WITNESS WHEREOF, County has caused this Contract to be executed by its
Chief Executive Officer. Contractor has caused this Contract to be executed by its duly
authorized representative.
COUNTY OF LOS ANGELES
FESIA A. DAVENPORT Date
CHIEF EXECUTIVE OFFICER
APPROVED AS TO FORM:
DAWYN R. HARRISON
Acting County Counsel
ila
A-L
Senior Deputy County Counsel
Z
Print Name
Title
City of Santa Clarita
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STATEMENT OF WORK
CITY OF SANTA CLARITA
INNOVATION FUNDS
I. Overview
EXHIBIT A
Homelessness is a regional crisis. As such, one of the top priorities of the County of Los
Angeles (County) Chief Executive Office's Homeless Initiative (CEO -HI) is to continue
strengthening the collaboration between the County and diverse stakeholders, including
the 88 cities in Los Angeles County. Since cities have jurisdiction over planning/land
use activities and have the insight to support locally specific solutions, cities play a
unique role in our countywide efforts to prevent and combat homelessness. The
Councils of Governments (COGs) have a unique and important role in facilitating a
regional approach with their member cities to address homelessness.
Cities should use County innovation funds to implement activities that align with the
approved Homeless Initiative Action Plan to Prevent and Combat Homelessness. These
tasks are to be separate from and not duplicative of work funded for Regional
Homelessness Coordination. The City of Santa Clarita (CITY) has been allocated
$193,443 in Innovation Funds.
This Statement of Work (SOW) includes:
Information on the required deliverables for Innovation Funds. Cities/COGs should
use Innovation funds to support cities to implement activities that align with the
approved Homeless Initiative Action Plan to Prevent and Combat Homelessness. These
tasks are to be separate from and not duplicative of work funded for Regional
Homelessness Coordination. The City has been allocated $193,443 in Innovation
Funds.
Innovation Funds Methodology:
The City has two co -homelessness coordinators, an undergraduate intern and a
graduate intern (Intern), who are responsible for facilitating the efforts of the Santa
Clarita Community Task Force on Homelessness (Task Force). These Interns will
assess the progress of the Task Force in its ability to meet the criteria outlined within
the City's updated Community Plan to Address Homelessness. Interns will also handle
inquiries regarding homelessness from residents, link homeless residents to service
providers, track legislation, apply for funding opportunities, and assist in large-scale
capital projects such as the Bridge to Home permanent shelter construction and the
Family Promise transitional housing facility.
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The City intends to expand the interim housing capacity by constructing a new shelter
on a 32,000 square foot parcel of City -donated land, valued at $1.6 million. The interim
housing facility will be a fourplex that will be occupied by PEH and at -risk families for
periods of three to nine months. It will also have an emergency room for families that
are in need of immediate assistance. The remaining four interim housing units will
The maximum contract amount is not to exceed $193,443.
II. Objective
The City will use this funding to manage the tasks described below.
III. Tasks/Deliverables
Task 1. Homelessness Coordinator(Priority Area 2
Program Description: The City will work with regional and local partners to facilitate the
development of a new Community Plan to Address Homelessness. The City will also work to
provide coordination services, track legislation, and apply for homeless -related funding upon
earliest availability.
Deliverables/Performance Targets
Timeline
1.a
City to submit a Partnership Report listing/describing key
Within 30 days of
internal and external stakeholders who will participate in the
contract execution
development of City Community Plan to Address
Homelessness. The City will have an updated Task Force
including at least 15 members from government agencies, non-
profits organizations, and other stakeholder organizations.
1.b
Develop a Community Plan to Address Homelessness,
Within 60 days of
including brainstorming sessions and stakeholder outreach.
contract execution
Begin implementation of action items identified in new
Community Plan.
1.c
Begin implementation of action items identified in new
Within 120 days of
Community Plan.
contract execution
1.d
Provide coordination of services that will result in connection of
Quarterly
PEH and at -risk residents to direct services. The number of
homeless residents assisted will be monitored closely through
internal record keeping.
Target Outcome — Make community -based service linkages to
at least eight 8 homeless residents quarterly
1.e
Track homeless -related legislations and brief the City Council
Semi -Annually
and management at least semi-annually.
1.f
Research and apply for at least one funding opportunity — at
Annually
least one annually.
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Task 2: Increase Interim Housing (Priority Area 1
Program Description: The City will work with Family Promise of Santa Clarita Valley to help
facilitate the construction of an interim housing complex in the Newhall community.
Deliverables/Performance Targets
Timeline
2.a
Family Promise to submit final construction plans for City
Within 60 days of
approval.
contract execution
2.b
Family Promise to break ground on the construction of the
Within 180 days of
interim housing facility.
contract execution
2.c
Family Promise to officially break ground and construction to
Within 240 days of
commence
contract execution
2.d
Family Promise shelter construction to be completed
Within 320 days of
contract execution
IV. Reporting, Documentation, and Invoices
The City shall provide quarterly reports, complete on-line surveys, and submit invoices,
describing progress made on items in Tasks listed above. A final report will be due to
the County prior to contract expiration describing the outcomes for all Tasks.
A. Provide a copy of the any subcontracted agreements necessary to implement the
funded program in advance for County approval.
i. Within 60 days of contract execution
B. Submit invoices monthly to the County CEO -HI.
i. Invoices will not be paid without the associated report describing progress
made during the invoicing period
C. Submit Quarterly Reports and supporting documents.
D. Submit Final Report
i. Prior to contract expiration
All reports, invoices, and required documents must be submitted to the following three
email addresses:
Onnie Williams III, Principal Analyst: owilliams(a-)ceo.lacounty.gov
with copies to
hiadmin(a)ceo.lacounty.gov
HomelesslnitiativeCities(a)lacounty.gov
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EXHIBIT B
PRICING SCHEDULE
CITY OF SANTA CLARITA
Maximum Contract Amount Not to Exceed: $193,443
Up to $193,443 of the total contract budget is to be paid by County for City's Innovation
costs. The County may pay up to $82,795 of the total Innovation sum amount upon
submission to and County approval of subcontracts necessary to perform contract
services to County.
When the Board approves future Fiscal Year funding allocations for Measure H, the
contract may be amended to increase the contract budget.
INNOVATION FUNDS PROGRAM BUDGET
STAFFING COSTS
Position
FTE/Months
Rate
Total
Homelessness Coordinator
0.5 FTE
$18.34
$ 18,314
STAFFING SUBTOTAL
$ 18,314
OPERATIONS COSTS
Family Promise — Interim Housing
Construction Costs
$ 175,129
OPERATIONS SUBTOTAL
$ 175,129
INNOVATION SUBTOTAL
$ 193,443
TOTAL CONTRACT SUM
$ 193,443
*Changes within line items and/or categories require written authorization from the County Project Manager. Written
authorization may be defined to include letter, email, and fax. A contract amendment is not required for changes
within line items and/or categories, not to exceed the maximum contract amount.
CITY OF SANTA CLARITA Page 52
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EXHIBIT C
COUNTY'S ADMINISTRATION
CONTRACT NO. AO-22-030
COUNTY PROJECT DIRECTOR:
Name: Jerry Ramirez
Title: Manager, CEO
Address: 500 W. Temple St., Room 493 Los Angeles, CA 90012
COUNTY PROJECT MANAGER:
Name: Onnie Williams
Title: Principal Analyst
Address: 500 W. Temple St., Room 493 Los Angeles, CA 90012
E-Mail Address: owilliams(a-ceo.lacounty.gov
CITY OF SANTA CLARITA Page 53
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EXHIBIT D
CONTRACTOR'S ADMINISTRATION
CONTRACT NO: AO-22-030
CONTRACTOR'S PROJECT MANAGER:
Name:
Title:
Address:
E-Mail Address:
CONTRACTOR'S AUTHORIZED OFFICIAL(S)
Name:
Title:
Address:
E-Mail Address:
Notices to Contractor shall be sent to the following:
Name:
Title:
Address:
E-Mail Address:
CITY OF SANTA CLARITA Page 54
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EXHIBIT E
CONTRACTOR ACKNOWLEDGEMENT AND CONFIDENTIALITY AGREEMENT
CONTRACTOR NAME
No.
GENERAL INFORMATION:
Contract
The Contractor referenced above has entered into a contract with the County of Los Angeles to
provide certain services to the County. The County requires the Corporation to sign this
Contractor Acknowledgement and Confidentiality Agreement.
CONTRACTOR ACKNOWLEDGEMENT:
Contractor understands and agrees that the Contractor employees, consultants, Outsourced
Vendors and independent contractors (Contractor's Staff) that will provide services in the above
referenced agreement are Contractor's sole responsibility. Contractor understands and agrees
that Contractor's Staff must rely exclusively upon Contractor for payment of salary and any and all
other benefits payable by virtue of Contractor's Staffs performance of work under the above -
referenced contract.
Contractor understands and agrees that Contractor's Staff are not employees of the County of
Los Angeles for any purpose whatsoever and that Contractor's Staff do not have and will not
acquire any rights or benefits of any kind from the County of Los Angeles by virtue of my
performance of work under the above -referenced contract. Contractor understands and agrees
that Contractor's Staff will not acquire any rights or benefits from the County of Los Angeles
pursuant to any agreement between any person or entity and the County of Los Angeles.
CONFIDENTIALITY AGREEMENT:
Contractor and Contractor's Staff may be involved with work pertaining to services provided by the
County of Los Angeles and, if so, Contractor and Contractor's Staff may have access to
confidential data and information pertaining to persons and/or entities receiving services from the
County. In addition, Contractor and Contractor's Staff may also have access to proprietary
information supplied by other vendors doing business with the County of Los Angeles. The
County has a legal obligation to protect all such confidential data and information in its
possession, especially data and information concerning health, criminal, and welfare recipient
records. Contractor and Contractor's Staff understand that if they are involved in County work,
the County must ensure that Contractor and Contractor's Staff, will protect the confidentiality of
such data and information. Consequently, Contractor must sign this Confidentiality Agreement as
a condition of work to be provided by Contractor's Staff for the County.
Contractor and Contractor's Staff hereby agrees that they will not divulge to any unauthorized
person any data or information obtained while performing work pursuant to the above -referenced
contract between Contractor and the County of Los Angeles. Contractor and Contractor's Staff
agree to forward all requests for the release of any data or information received to County's
Project Manager.
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Contractor and Contractor's Staff agree to keep confidential all health, criminal, and welfare
recipient records and all data and information pertaininq to persons and/or entities receiving
services from the County, design concepts, algorithms, programs, formats, documentation,
Contractor proprietary information and all other original materials produced, created, or provided
to Contractor and Contractor's Staff under the above -referenced contract. Contractor and
Contractor's Staff agree to protect these confidential materials against disclosure to other than
Contractor or County employees who have a need to know the information. Contractor and
Contractor's Staff agree that if proprietary information supplied by other County vendors is
provided to me during this employment, Contractor and Contractor's Staff shall keep such
information confidential.
Contractor and Contractor's Staff agree to report any and all violations of this agreement by
Contractor and Contractor's Staff and/or by any other person of whom Contractor and
Contractor's Staff become aware.
Contractor and Contractor's Staff acknowledge that violation of this agreement may subject
Contractor and Contractor's Staff to civil and/or criminal action and that the County of Los Angeles
may seek all possible legal redress.
SIGNATURE:
DATE
PRINTED NAME:
POSITION:
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Some parents of newborns can find
themselves in difficult circumstances.
Sadly, babies are sometimes harmed
or abandoned by parents who feel that
they're not ready or able to raise a child.
Many of these mothers or fathers are
afraid and don't know where to turn
for help.
This is why California has a Safely
Surrendered Baby Law, which gives
parents the choice to legally leave
their baby at any hospital or fire
station in Los Angeles County.
FIVE THINGS YOU
NEED TO KNOW ABOUT
BABY SAFE SURRENDER
Your newborn can be surrendered
at any hospital or fire station in
Las Angeles County up to
72 hours after birth,
You must leave your newborn
with a fire station or hospital
employee.
You don't have to provide
your name.
DYou will only be asked to voluntarily
provide medical history.
You have 14 days to change your
mind; a matching bracelet (parent)
and anklet (baby) are provided to
assist you if you change your mind.
No shame I No blame I No names
CITY OF SANTA CLARITA
AO-22-030
i
ABOUT THE BABY
SAFE SURRENDER PROGRAM
In 2002, a task force was created under the
guidance of the Children's Planning Council to
address newborn abandonment and to develop
a strategic plan to prevent this tragedy.
Los Angeles County has worked hard to ensure
that the Safely Surrendered Baby Law prevents
babies from being abandoned. We're happy to
report that this law is doing exactly what it
was designed to do. save the Irves of innocent
babies. Visit BabySafeLA.org to learn more.
No shame I No blame I No names
EXHIBIT F
6aby5afebA,0rg
No shame I No blame I No names
Page 57
Ill
;r
FROM SURRENDER TO ADOPTION:
ONE BABY'S STORY
Los Angeles County firefighter Ted and his wife
Becki were already parents to two boys. But
when they got the call asking if they would be
willing to care for a premature baby girl who'd
been safely surrendered at a local hospital, they
didn't hesitate.
Baby Jenna was tiny, but Ted and Becki felt
lucky to be able to take her home, 'We had
always wanted to adopt" 'fed says, "but taking
Who Is legally allowed to surrender the baby?
Anyone with lawful custody can drop off a
newborn within the first 72 hours of birth.
Do you need to call ahead before
surrendering a baby?
No. A newborn can be surrendered anytime,
24 hours a day, 7 days a week, as long as the
parent or guardian surrenders the child to an
employee of the hospital or fire station.
What Information needs to be provided?
The surrendering adult will be asked to fill
out a medical history form, which is useful in
Baring for the child. The form can be returned
later and includes a stamped return envelope.
No names are required.
EXHIBIT F
home a vulnerable safely surrendered baby was
even better. She had no one. but now she had
us. And, more importantly, we had her."
Baby Jenna has filled the longing Ted and Becki
had for a daughter —and a sister for their boys.
Because her birth parent safely surrendered her
when she was born, Jenna is a thriving young
girl growing up in a stable and loving family.
What happens to the baby?
After a complete medical exam, the baby
will be released and placed in a safe and
loving home, and the adoption process
will begin.
What happens to the parent or
surrendering adult?
Nothing. They may leave at any time after
surrendering the baby.
How can a parent get a baby back?
Parents who change their minds can begin
the process of reclaiming their baby within
14 days by calling the Los Angeles County
Department of Children and Family Services
at (800) 540-4000.
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EXHIBIT G
COVID-19 Vaccination Certification of Compliance
Urgency Ordinance, County Code Title 2 — Administration, Division 4 —
Miscellaneous — Chapter 2.212
(COVID-19 Vaccinations of County Contractor Personnel)
I, on behalf of
(the "Contractor"), certify that on County Contract
[ENTER CONTRACT NUMBER AND
NAME]:
All Contractor Personnel* on this Contract are fully vaccinated as required by the
Ordinance.
Most Contractor Personnel* on this Contract are fully vaccinated as required by the
Ordinance. The Contractor or its employer of record, has granted a valid medical or
religious exemption to the below identified Contractor Personnel. Contractor will certify
weekly that the following unvaccinated Contractor Personnel have tested negative
within 72 hours of starting their work week under the County Contract, unless the
contracting County department requires otherwise. The Contractor Personnel who have
been granted a valid medical or religious exemption are [LIST ALL CONTRACTOR
PERSONNEL]:
*Contractor Personnel includes subcontractors.
I have authority to bind the Contractor, and have reviewed the requirements above and
further certify that I will comply with said requirements.
Signature
Title
Company/Contractor Name
Date
CITY OF SANTA CLARITA Page 59
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CERTIFICATE OF COMPLIANCE
TITLE
REFERENCE
CERTIFICATIONS
Compliance with Fair Chance
Board Policy 5.250
Certifies Compliance
1
Employment Hiring Practices
❑Yes ❑ No
Certification
Contractor's Charitable Activities
Nonprofit Integrity Act
Certifies Compliance
of 2004" (SB 1262,
2
Compliance
Chapter 919)
❑ Yes ❑ No
CITY OF SANTA CLARITA Page 60
AO-22-030