City of Culver City, California
City Council Agenda Item Report
RECOMMENDATION:
Staff recommends the City Council approve accepting grant funds from the Los
County Department of Public Health Policies for Livable Active Communities and
Environments (PLACE) Program Grant for preparation of a Citywide Bicycle and
Pedestrian Master Plan and related City code and policy amendments, related
Physical Project and approve a budget amendment to appropriate the grant funds.
A budget amendment requires a 4/5ths vote.
BACKGROUND:
In August 2005, the Los Angeles County Board of Supervisors, recognizing that
chronic disease prevention is a crucial element in protecting the public’s health,
created a new Division of Chronic Disease and Injury Prevention within the
Department of Public Health. At that time, funding was allocated for a new planning
and policy development program within the Division, resulting in the creation of the
“Policies for Livable Active Communities and Environments” (PLACE) Program in
November 2006. The PLACE Program recognizes that a community’s environment
affects public health. The design of cities, communities, neighborhoods, work sites,
schools and streets can impact how much physical activity people get and how we
choose to design or improve various aspects of the community plays an important
role in preventing chronic health conditions.
Meeting Date: 07/28/08 Item Number: ___A-6__
AGENDA ITEM: FOUR FIFTHS VOTE REQUIREMENT - Acceptance of Grant
Funds from Los Angeles County Department of Public Health Policies for Livable
Active Communities and Environments (PLACE) Program Grant for Preparation of
a Citywide Bicycle and Pedestrian Master Plan and Related City Code and Policy
Amendments, and Related Physical Project and Approval of a Related Budget
Amendment.
Contact Person/Dept.: John Rivera,
Senior Management Analyst
Phone Number:
(310) 253-5616
Fiscal Impact: Yes [x] No [] General Fund: Yes [X] No []
Public Hearing: [] Action Item: [X] Attachments: [X]
Public Notification:
Mia Birk and Matt Benjamin, Alta Planning + Design and Jennifer Klausner Los Angeles
County Bicycle Coalition by e-mail on July 23, 2008. Master E-Mail Notification List on
(07/24/08).
Department Approval:
Charles D. Herbertson (07/02/08)
City Attorney Approval:
Carol Schwab (by H. Baker) (07/22/08)
Chief Financial Officer Approval:
Jeff Muir (by N. Kimball)(07/23/08)
City Manager Approval:
Jerry B. Fulwood (07/23/08) City of Culver City, California
City Council Agenda Item Report
In August 2007, the PLACE Program released a Request For Initiatives, to address
the influence of land use and community design on health. The Grant Program
called for submittal of proposals that promote active environments through policy
change and accompanying physical projects to improve the built environment. The
PLACE Grant was a competitive grant intended to fund up to five grantees over a
period of three years, beginning July 1, 2008. Organizations receiving grant awards
would be eligible for one-year of funding with two renewals at the sole discretion of
the Director of the Department of Public Health (DPH) and based on demonstrated
performance, continued availability of funds, and approval by DPH and the County
Board of Supervisors. The funds available for each grantee is up to $310,000 over
the term of the grant.
The PLACE Program Grant is primarily intended to fund efforts for pursuing policy
changes (i.e. community design, land use, zoning, street standards, general plans,
etc.). The grant also allowed limited funding, up to $20,000, for implementation of
physical projects (i.e. bike lanes, sidewalks, trails, traffic calming, green space, etc.)
that are related to the policy change.
The grant program also is intended to promote physical activity through the
cooperative efforts of governmental agencies and advocacy groups. The PLACE
Program requires City applicants to collaborate with non-profit community based
organizations conducting programs related to the anticipated policy efforts.
On October 22, 2007 the City Council authorized submittal of the PLACE Grant
application for preparation of a Citywide Bicycle and Pedestrian Master Plan and
related City code and policy amendments; and entering into a professional services
agreement with Alta Planning + Design for PLACE Grant application and
implementation of related professional services for a Citywide Bicycle and
Pedestrian Master Plan and related City code and policy amendments in the amount
provided for pursuant to the approved grant budget, if the grant was awarded to the
City.
On July 1, 2008 the Los Angeles County Board of Supervisors approved awarding of
a PLACE Grant to the City.
DISCUSSION:
The approved grant proposal is to prepare the City’s first ever Citywide Bicycle and
Pedestrian Master Plan (BPMP) and implement the BPMP through initiating grant
funded programs, review and updating of City’s related plans, codes, policies and
standards, and the installation of physical bikeway improvements. The following is a
basic listing of anticipated activities for each grant identified funding Term: City of Culver City, California
City Council Agenda Item Report
Term 1 – 1 year 7/1/O8 – 6/30/09 – Funding amount $105,000
• Begin preparation of a citywide BPMP.
• Begin reviewing City plans, codes, policies and standards and determining which
need revising to implement the BPMP.
• Initiate design and planning of priority bikeway physical improvements.
• Participate in City’s General Plan update process.
• Staff training.
Term 2 – 1 year 7/1/09 – 6/30/10 – Funding amount $105,000
• Complete preparation of a citywide BPMP.
• Process amending City plans, codes, policies and standards to implement the
BPMP.
• Complete design and planning of priority bikeway physical improvements - EXPO
to Downtown Bikeway- Explore possibility of Bike Route along Wesley Street,
Higuera Street, Lucerne Avenue and connection to various side streets to
Downtown (Depending on funding, explore the possibly of continuing this
bikeway to the schools via Duquesne and Farragut and modifying the
Jackson/Jasmine pedestrian walkway).
• Participate in review of a proposed private-sector discretionary development
project to educate City engineering and planning staffs on implementation of the
BPMP.
• Participate in the General Plan Process.
• Prepare grant applications to implement other BPMP identified programs and
physical improvements (as budget allows).
• Staff training.
Term 3 – 1 year 7/1/10 – 6/30/11 – Funding amount $100,000
• Perform review of BPMP and resulting plans, codes, policies and standards to
implement the BPMP to determine if they are achieving stated goals, and if
needed, identify and process amendment to those that are in need of revision.
• Prepare grant applications to implement other BPMP identified programs and
physical improvements (as budget allows).
• Staff training.
Staffing and Partnering
The grant program requires the designation of an “Initiative Coordinator” who will
lead the initiative efforts and regularly work with DPH on initiative and grant program
implementation, which would be provided In-kind, as follows:
John Rivera, Senior Management Analyst, Culver City Public Works Department City of Culver City, California
City Council Agenda Item Report
Full-time City staff – Primary role is to supervise the grant implementation and work
with Alta Planning + Design who will be responsible for the day to day
implementation of the grant and with Los Angeles County Bicycle Coalition
designated representatives who will provide outreach capabilities, knowledge and
experience of cycling in the City and region, and educational capabilities.
As stated above, Alta Planning + Design has been contracted to be primarily
responsible for implementing the grant program under the supervision of the
Initiative Coordinator. Alta would conduct the public outreach process and
preparation of the BPMP and the updates process of related plans, codes, policies
and standards, schedule meetings, and prepare all notices, minutes, reports, and
correspondence.
The City proposed partnering in this initiative with the Los Angeles County Bicycle
Coalition (LACBC) as the non-profit community based organization. Founded in
1998, LACBC is a membership-based, non-profit bicycle advocacy organization.
LACBC activities are directed to help people of all ages, abilities, and cultures to
travel as cyclists, pedestrians, and motorists safely and simultaneously. LACBC’s
members have experience in cycling and interaction with street and bikeway
infrastructure which will be invaluable for this initiative. LACBC also has the ability to
promote community involvement and to provide educational resources. These are
the roles we envision for their participation in the initiative. LACBC members and
board members have participated in various City planning projects from 2000 into
2007.
Public Stakeholders Committee (PSC)
The development of citywide plans benefit from early and consistent participation by
the community. In order to help ensure community participation in all steps of the
BPMP development it is recommended that the City Council appoint a Public
Stakeholders Committee (PSC). The PSC is intended to serve to provide public
input on the BPMP in coordination with the public participation process. It is
recommended that the PSC consist of residents, business owners, community and
homeowners groups, non-profit organizations, and other interested parties.
Members of the PSC would be asked to provide input on policy issues, principles,
prioritization, design guidelines and standards, and the overall content and format of
the BPMP. PSC meetings are anticipated on an as-needed basis. If the City
Council authorizes formation of a PSC, staff proposes to work with Alta to develop
recommendations for the structure and number of members for the PSC and return
to the Council for approval.
City of Culver City, California
City Council Agenda Item Report
Environmental Review
Pursuant to the California Environmental Quality Act (CEQA) the adoption of policy
documents and the construction of the physical project are anticipated to require
adoption of a Negative Declaration or Mitigated Negative Declaration. The adoption
of the CEQA action will occur as part of the approval process of the Citywide Bicycle
and Pedestrian Master Plan.
FISCAL ANALYSIS:
As stated previously, the grant award is for one-year with two one-year renewals at
the sole discretion of the Director of DPH and based on the demonstrated
performance, continued availability of funds, and approval by DPH and the County
Board of Supervisors. The fund available for each grantee is up to $310,000 over
the term of the grant. Staff is requesting a budget amendment to appropriate the
first year’s grant funds of $105,000. Subsequent year funding will be appropriated
as the funding is approved by the Director of DPH and County Board of Supervisors.
The grant funds would primarily be used to fund all the cost of Alta’s professional
services and LACBC outreach and initial educational efforts. No City matching
funds are required. However, in addition to Public Works Department staff, staff
support from the following City departments will be needed to implement the grant:
Police, Fire, Community Development and Parks, Recreation & Community
Services.
Any ongoing programs resulting from this effort are anticipated to be funded through
future grant opportunities that would be available to the City once the proposed
Citywide Bicycle and Pedestrian Master Plan were adopted.
Because the PLACE Program is a reimbursable grant, the City will be required to
provide the initial funding for each of the three Terms.
Term: Time Period: Maximum Funding Amount:
1 7/1/08 – 6/30/09 $105,000
2 7/1/09 – 6/30/10 $105,000
3 7/1/10 – 6/30/11 $100,000
The grant program allows for funding to be allocated for conferences and training to
support professional development related to the initiative. The funding may be
allocated at a rate of $5,000 in each of the 3 Terms. The grant initiative training
funding will be used for City staff training.
City of Culver City, California
City Council Agenda Item Report
ATTACHMENT:
1. PLACE 2007-01 Sample Agreement, Exhibit, Additional Provisions
MOTIONS:
That the City Council:
1. Authorize acceptance of the Los County Department of Public Health Policies for
Livable Active Communities and Environments (PLACE) Program Grant in the
amount of $310,000 for preparation of a Citywide Bicycle and Pedestrian Master
Plan and related City code and policies amendments, and $20,000 for design
and construction of the associated Physical Project;
2. Approve a budget amendment to appropriate $105,000 of grant funds in the
fiscal year 2008-09 Capital Improvement Program budget (A budget
amendment requires a 4/5
ths
vote);
3. Authorize City staff to develop recommendations for composition, criteria and
role for future City Council consideration regarding the formation of the Citywide
Bicycle and Pedestrian Master Plan Public Advisory Committee;
4. Authorize the City Manager to execute on behalf of the City all documents
required for the Los County Department of Public Health Policies for Livable
Active Communities and Environments (PLACE) Program Grant for preparation
of a Citywide Bicycle and Pedestrian Master Plan and related City code and
policy amendments;
5. Authorize necessary revisions to the professional services agreement with Alta
Planning + Design required for the PLACE Grant agreement and implementation
of related professional services for a Citywide Bicycle and Pedestrian Master
Plan and related City code and policy amendments in the amount provided for
pursuant to the approved grant budget;
6. Authorize the City Attorney to review/prepare the necessary revised documents
for the Alta Planning + Design contract and authorize the City Manager to
execute such documents;
7. Authorize entering into a professional services agreement with Los Angeles
County Bicycle Coalition for their participation in the PLACE Grant agreement
and implementation of related professional services for a Citywide Bicycle and
Pedestrian Master Plan and related City code and policy amendments in the
amount provided for pursuant to the approved grant budget; and, City of Culver City, California
City Council Agenda Item Report
8. Authorize the City Attorney to review/prepare the necessary documents for the
Los Angeles County Bicycle Coalition contract and authorize the City Manager to
execute such documents.
MEETING DATE: 7/28108
AGENDA ITEM: Accepting Grant Funds from Los Angeles County
Department of Public Health Policies for Livable Active
Communities and Environments (PLACE) Program Grant for
Preparation of a Citywide Bicycle and Pedestrian Master
Plan and Related City Code and Policy Amendments, and
Related Physical Project.
ATTACHMENT
Page|109| PLACE 2007-01 Sample Agreement, Exhibit, 1-84
Additional ProvisionsPLACE 2007-01 EXHIBIT:
SAMPLE AGREEMENT, EXHIBIT, ADDITIONAL PROVISIONS
- 1 -
/a
Contract Number
(cost)
SAMPLE AGREEMENT
This AGREEMENT is made and entered into this day of , 2008,
by and between County of Los Angeles (hereafter "County")
and City of Culver City (hereafter "Contractor")
WHEREAS, California Health and Safety Code Section 101025 places upon
County's Board of Supervisors the duty to preserve and protect the public's health; and
WHEREAS, California Health and Safety Code Section 101000 requires
County's Board of Supervisors to appoint a County Health Officer, and title 17,
California Code of Regulations, Section 1276 requires the County Health Officer to
provide services directed toward the prevention or mitigation of chronic diseases within
the jurisdiction of County; and
WHEREAS, the term "Director" as used herein refers to the County's Director of
Public Health or his/her authorized designee(s); and
WHEREAS, County has allocated funds for the development and
implementation of a chronic disease prevention initiative that will increase access and
decrease barriers to routine physical activity through policy change and improvements
to the physical environment (hereafter referred to as "the PLACE Initiative"); and
WHEREAS, on August 17, 2007, County released a Request For Initiatives
-2 -("RFI") for PLACE Initiative proposals in Los Angeles County [PLACE 2007-01] with
the objective of identifying agencies, cities, and schools/school districts with experience
in local policy efforts related to land use and community design decisions that promote
physical activity; and
WHEREAS, on or about November 13, 2007, Contractor submitted a proposal
(hereafter "Proposal") in response to County's REI for PLACE Initiative proposals in
Los Angeles County, which Proposal is incorporated into this agreement by reference;
and
WHEREAS, the Contractor has provided full, complete and accurate information
in Proposal; and
WHEREAS, County requires the Contractor to fully execute, to the best of its
ability, all activities outlined in Appendix C, Scope of Work; and
WHEREAS, Contractor possesses the competence, expertise, facilities, and staff
to conduct such activities and has offered its resources to the County to carry out the
objectives of the PLACE Initiative; and
WHEREAS, County believes it is in the best interest of the residents of County
to obtain these services by contract; and
WHEREAS, Contractor is willing and able to provide the services described
herein, and in Appendix C, Scope of Work, for and in consideration of the payments
provided under this Agreement and under the terms and conditions hereafter set forth;
and
-3-WHEREAS, County is authorized by Government Code Section 31000 to
contract for these services,
NOW, THEREFORE, the parties hereto agree as follows:
1. TERM : This Agreement shall commence on the date executed by the parties
hereinabove, and unless sooner canceled or terminated as provided herein, shall
continue in full force and effect through June 30, 2009. Said agreement may thereafter
be renewed for two (2) one (1) year terms (through June 30, 2010; or June 30, 2011, as
appropriate), to be exercised at the sole discretion of the Director in accordance with
the notice provision of this agreement.
In any event, this agreement may be cancelled or terminated at any time by County,
with or without cause, upon the giving of prior written notice at least thirty (30) calendar
days before the cancellation or termination date to the contractor. Further, County may also
suspend the performance of services hereunder, in whole or in part, upon the giving of at least
thirty (30) calendar days advance written notice to Contractor. County's notice shall set forth
the extent of the suspension and the requirements for full restoration of the performance
obligations. If County's Board of Supervisors fails to appropriate funds for any fiscal year,
this Agreement shall be deemed to have terminated June 30th of the prior fiscal year.
Notwithstanding any other provision of this Paragraph, the failure of Contractor
or its officers, employees, or agents to comply with any of the tei us of this Agreement
or any written directions by or on behalf of County issued pursuant hereto, shall
constitute a material breach hereto, and this Agreement may be terminated by County
-4-immediately. County's failure to exercise this right of termination shall not constitute
a waiver of such right, which may be exercised at any subsequent time.
In the event of termination or suspension of this Agreement, Contractor shall:
a. Immediately eliminate all new costs and expenses under this Agreement. In
addition, Contractor shall immediately minimize all other costs and expenses
under this Agreement. Contractor shall be reimbursed only for reasonable
and necessary costs or expenses incurred after receipt of notice of
termination
b. Promptly report to County in writing all information necessary for the
reimbursement of any outstanding claims and continuing costs.
Contractor may terminate the performance of services hereunder upon the giving of at
least one hundred-twenty (120) days advance written notice to County.
2. DESCRIPTION OF SERVICES: Effective July I, 2008 through June 30, 2011,
Contractor shall provide services in the manner and form as described in the body of
this Agreement and in Appendix C, Scope of Work, which is attached hereto and
incorporated herein by reference.
Contractor acknowledges that the quality of service(s) provided under this
Agreement shall be at least equivalent to that which Contractor provides to all the
other clients it serves.
In addition, all services provided herein during the term of this agreement shall
be in the manner and form described herein and in the following documents, all of
-5-•
which are attached hereto and incorporated herein by reference.
3. NONEXCLUSIVITY : Contractor acknowledges that it is not necessarily an
exclusive or the only provider to County of PLACE Initiative services, and the County
has, or may enter into agreements (i.e., contracts) with other providers to provide
PLACE Initiative services, or may perform all or part of such services, when possible,
using County employees.
4. RULES AND REGULATIONS : During the time that Contractor's employees are
on County premises, such employees shall be subject to the rules and regulations of
such County premises. It is the responsibility of Contractor to acquaint its employees
who are to provide services hereunder with such rules and regulations. Contractor
shall permanently withdraw any of its employees from the provision of services
hereunder upon the receipt of written notice from Director that : (1) such employees
have violated such rules and regulations, or (2) such employee's actions, while on
County premises, indicate that the employee may adversely affect any of the activities
of County departments and/or programs. Upon removal of any employee, Contractor
shall immediately replace the employee and continue services hereunder.
5. MAXIMUM OBLIGATION OF COUNTY: Effective July 1, 2008 through June 30,
2011, the total maximum obligation of County for all activities outlined in this Exhibit
is $330,000. Of this sum of $330,000, County's maximum obligation for all policy
related activities hereunder shall not exceed $310,000, and County's maximum
obligation for all capital costs for the physical project shall not exceed $20,000.
- 6 -Of County's maximum obligation for policy-related activities, County shall
reimburse Contractor, according to the BILLING AND PAYMENT Paragraph and the
REIMBURSEMENT Paragraph of this Exhibit, for the following sums : County shall
reimburse Contractor up to $105,000 for Term 1 (July 1, 2008 to June 30, 2009) ; up to
$105,000 for Term 2 (July 1, 2009 to June 30, 2010); up to $100,000 for Term 3 (July 1,
2010 to June 30, 2011).
During each of the above terms, a portion of the budget may be set aside for
expenses associated with attending training and conferences related to the
initiative. County shall reimburse Contractor, according to the BILLING AND
PAYMENT Paragraph and the REIMBURSEMENT Paragraph of this Exhibit, up
to $5,000 for staff training and conferences per term. Such expenses are included in
the County's total maximum obligation of $330,000.
Contractor shall use County funds only to pay for activities set forth in the
Exhibit(s) and Appendices attached hereto and incorporated herein by reference.
During the period of July 1, 2008 to June 30, 2011, that portion of County's maximum
obligation which is allocated under this Exhibit for capital costs for the physical project
shall not exceed $20,000. The total maximum obligation of County for all policy-related
activities and capital costs combined is $330,000.
6. BILLING AND PAYMENT : County agrees to compensate Contractor for actual
reimbursable cost as set forth in the Exhibit(s) and Appenclices(s), attached hereto and
incorporated herein by reference.
7Contractor shall bill DPH monthly in arrears for all services provided by
Contractor at its County approved site and service area, during the preceding calendar
month. Contractor further shall submit billings according to the terms set forth in the
payment requirements paragraph of said Exhibit.
Payment by County hereunder shall be made within a reasonable period of time
after receipt of a billing statement which is deemed to be complete and correct by each
DPH's Expenditure Management Division.
Payment by County for capital costs for the physical project shall be made
following receipt of original invoices for capital costs related to the physical project (e.g.
work performed by a construction or installation company). Total costs reimbursed for
the physical project shall not exceed $20,000 total over the life of the initiative._
7. FUNDING/SERVICES ADJUSTMENTS AND REALLOCATION: If sufficient
monies are available from federal, State, or County funding sources, and upon
Director's or his/her authorized designee's specific written approval, County may
require additional services and pass on to Contractor an increase to the applicable
County maximum obligation as payment for such services, as determined by County. If
such increase does not exceed fifteen percent (15%) of the applicable County maximum
obligation, Director may approve such funding changes. If monies are reduced by
federal, State, or County funding sources, County may also decrease the applicable
County maximum obligation as determined by County_ Such changes will not be
retroactive, but will apply to future services following the provision of written notice
-8-from Director to Contractor Director shall provide prior written notice of such funding
changes to Contractor and to County's Chief Administrative Officer. If the increase or
decrease exceeds fifteen percent (15%), approval by the County's Board of Supervisors
shall be required. Any such change in any County maximum obligation shall be
effected by an amendment to this Agreement pursuant to the ALTERATION OF
TERMS Paragraph of this Agreement.
8. NO PAYMENT FOR SERVICES PROVIDED FOLLOWING EXPIRATION/
TERMINATION OF AGREEMENT: Contractor shall have no claim against County for
the payment of any monies, or reimbursements of any kind whatsoever, for any service
provided by Contractor after the expiration or (other) termination of this Agreement,
even if Contractor's provision of such services were requested by County directly.
Should 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 Agreement shall not constitute a wavier
of County's right to recover such payments from Contractor. This provision shall
survive the expiration or (other) termination of this Agreement.
9. INDEMNIFICATION: Contractor shall indemnify, defend, and hold harmless
County and its Special Districts, elected and appointed officers, employees, and agents,
from and against any and all liability, including but not limited to demands, claims,
actions, fees, costs, and expenses (including attorney and expert witness fees), arising
from or connected with Contractor's acts and/or omissions arising from and/or relating
- 9 -to this Agreement.
10. GENERAL INSURANCE REQUIREMENTS: Without limiting Contractor's
indemnification of County and during the term of this Agreement, Contractor shall
provide and maintain, and shall require all of its subcontractors to provide and
maintain, the following programs of insurance specified in this Agreement Such
insurance shall be primary to and not contributing with any other insurance or self-
insurance programs maintained by County, and such coverage shall be provided and
maintained at Contractor's own expense. In any event, Contractor may satisfy the
insurance coverage requirements specified in this Agreement by providing evidence of
Contractor's self-insurance program, as described hereinbelow. Such evidence shall be
provided in a formal declaration (on Contractor's letterhead, if available) that declares
Contractor is self-insured for the type and amount of coverage as described in
Paragraph 11, Insurance Coverage Requirements, hereinbelow. Contractor's
declaration may be in the form of a corporate resolution or a certified statement from a
corporate officer or an authorized principal of Contractor. The statement also must
identify which required coverages are self-insured and which are commercially insured.
Contractors who are self-insured for workers compensation must provide a copy of their
"Certificate of Consent to Self-Insure" issued by the State in which services will be
provided. Further, Contractor's self-insurance program must be reviewed and
approved by County's Risk Manager prior to the effective date of this Agreement.
a. Evidence of Insurance: Certificate(s) or other evidence of coverage must first
- 10 -
)0be submitted to PLACE. Once approved by PLACE, Contractors need to
submit a copy addressed to Director at: DPH; Contracts and Grants Division;
313 North Figueroa Street, Room 601; Los Angeles, California 90012-2659,
prior to commencing services under this Agreement. Such certificates or
other evidence shall:
Specifically identify this Agreement.
Clearly evidence all coverages required in this Agreement.
iiL Contain the express condition that County is to be given written notice
by mail at least thirty (30) calendar days in advance of cancellation for
all policies evidenced on the certificate of insurance.
iv. Include copies of the additional insured endorsement to the commercial
general liability policy, adding County of Los Angeles, its Special
Districts, its officials, officers, and employees as insured for all
activities arising from this Agreement.
v. Identify any deductibles or self-insured retentions for County's
approval. County retains the right to require Contractor to reduce or
eliminate such deductibles or self-insured retentions as they apply to
County, or, require Contractor to provide a bond guaranteeing
payment of all such retained losses and related costs, including, but
not limited to, expenses or fees, or both, related to investigations,
claims administrations, and legal defense. Such bond shall be
/1.executed by a corporate surety licensed to transact business in the
State of California.
b. Insurer Financial Ratings: Insurance is to be provided by an insurance
company acceptable to County with an A.M. Best rating of not less than
A :VII, unless otherwise approved by County.
c. Failure to Maintain Coverage: Failure by Contractor to maintain the
required insurance, or to provide evidence of insurance coverage acceptable to
County, shall constitute a material breach of contract upon which County
may immediately terminate or suspend this Agreement. County, at its sole
option, may obtain damages from Contractor resulting from said "breach.
Alternatively, County may purchase such required insurance coverage, and
without further notice to Contractor, County may deduct from sums due to
Contractor any premium costs advanced by County for such insurance.
d. Notification of Incidents, Claims, or Suits: Contractor shall report to County:
i. Any accident or incident relating to services performed under this
Agreement which involves injury or property damage which may result
in the filing of a claim or lawsuit against Contractor and/or County.
Such report shall be made in writing within twenty-four (24) hours of
occurrence.
Any third party claim or lawsuit filed against Contractor arising from
or related to services performed by-Contractor under this Agreement.
- 12 -iii. Any injury to a Contractor employee which occurs on County property.
This report shall be submitted on a County "Non-Employee Injury
Report" to County contract manager.
iv. Any loss, disappearance, destruction, misuse, or theft of any kind
whatsoever of County property, monies, or securities entrusted to
Contractor under the terms of this Agreement.
e. Compensation for County Costs: In the event that Contractor fails to comply
with any of the indemnification or insurance requirements of this Agreement,
and such failure to comply results in any costs to County, Contractor shall
pay full compensation for all costs incurred by County.
f. Insurance Coverage Requirements for Subcontractors: Contractor shall
ensure any and all subcontractors performing services under this Agreement
meet the insurance requirements of this Agreement by either:
i. Contractor providing evidence of insurance covering the activities of
subcontractors, or
id. Contractor providing evidence submitted by subcontractors evidencing
that subcontractors maintain the required insurance coverage. County
retains the right to obtain copies of evidence of subcontractor
insurance coverage at any time.
II. INSURANCE COVERAGE REQUIREMENTS:
a. General Liability Insurance (written on Insurance Services Office PISO"1
- 13 -policy form "CG 00 0 or its equivalent) with limits of not less than the
following:
General Aggregate: $2 Million
Products/Completed Operations
Aggregate : $1 Million
Personal and Advertising Injury : $1 Million
Each Occurrence : $1 Million
b. Automobile Liability Insurance (written on ISO policy form "CA 00 01" or its
equivalent) with a limit of liability of not less than $1 Million for each
accident. Such insurance shall include coverage for all "owned", "hired" and
"non-owned" vehicles, or coverage for "any auto".
c. Workers Compensation and Employers' Liability insurance providing
workers compensation benefits, as required by the Labor Code of the State of
California or by any other state, and for which Contractor is responsible.
In all cases, the above insurance also shall include Employers' Liability
coverage with limits of not less than the following:
Each Accident : $1 Million
Disease - Policy Limit: $1 Million
Disease - Each Employee: $1 Million
12. ASSIGNMENT AND DELEGATION: Contractor shall not assign its rights or
- 14 -delegate its duties under this Agreement, or both, whether in whole or in part, without
prior written consent of County, in its discretion, and any attempted assignment or
delegation without such prior County consent shall be null and void. For purposes of
this Subparagraph, County consent shall require a written amendment to this
Agreement which is formally approved and executed by the parties. Any payments by
County to any approved assignee or delegate on any claim under this Agreement shall
be deductible, at County's sole discretion, against the claims, which Contractor may
have against County.
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 transfer, sale, exchange, assignment, or
divestment is effected in such way as to give majority control of Contractor to any
person(s), corporation, partnership, or legal entity other than the majority controlling
interest therein at the time of execution of this Agreement, such disposition is an
assignment requiring the prior written consent of County in accordance with applicable
provisions of this Agreement.
If any assumption, assignment, delegation, or takeover of any of Contractor's
duties, responsibilities, obligations, or performance of same by any entity other than
Contractor, whether through assignment, delegation, subcontract, 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 this
- 15 -Agreement which may result in the termination of this Agreement. 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.
13. SUBCONTRACTING:
a. For purposes of this Agreement, all subcontracts must first be approved in
writing by Director. Contractor's written request to Director for approval to
enter into a subcontract shall be made at least thirty (30) calendar days prior
to the subcontractor's proposed effective date, and shall include:
i. Identification of the proposed subcontractor, (who shall be licensed as
appropriate for provision of subcontract services), and an explanation
of why and how the proposed subcontractor was selected, including the
degree of competition involved.
ii. A detailed description of the services to be provided by the subcontract.
ilL The proposed subcontract amount and manner of compensation, if any,
together with Contractor's cost or price analysis thereof.
iv. A copy of the proposed subcontract. (Any later modification of such
subcontract shall take the form of a formally written subcontract
amendment which also must be approved in writing by Director in the
same manner as described above, before such amendment is effective.)
v. Any other information and/or certification(s) requested by Director.
b. Director shall review Contractor's request to subcontract and shall
- 16 -determine, in his/her sole discretion, whether or not to consent to such a
request on a case-by-case basis.
c. Subcontracts shall be made in the name of Contractor and shall not bind nor
purport to bind County. The making of subcontracts hereunder shall not
relieve Contractor of any requirement under this Agreement, including, but
not limited to, the duty to properly supervise and coordinate the work of
subcontractors. Further, Director's approval of any subcontract shall also not
be construed to limit in any way, any of County's rights or remedies
contained in this Agreement.
d. In the event that Director consents to any subcontracting, Contractor shall be
solely liable and responsible for any and all payments or other compensation
to all subcontractors, and their officers, employees, and agents.
e. In the event that Director consents to any subcontracting, such consent shall
be subject to County's right to terminate, in whole or in part, any subcontract
at any time upon written notice to Contractor when such action is deemed by
County to be in its best interest. County shall not be liable or res ponsible in
any way to Contractor, or any subcontractor, or to any officers, employees, or
agents, of Contractor, or any subcontractor, for any liability, damages, costs,
or expenses, arising from or related to County's exercising of such a right.
f. Subcontracts shall contain the following provision: "This contract is a
subcontract under the terms of a prime contract with the County of Los
- 17 -Angeles and shall be subject to all of the provisions of such prime contract."
Further, Contractor shall also reflect as subcontractor requirements in the
subcontract form all of the requirements of Paragraphs 8, 9, 10, 13, 14, 15
and 16, of the body of this Agreement, as well as, all of the provisions of the
Additional Provisions section of this Exhibit. Contractor shall deliver to
Director a fully executed copy of each subcontract entered into by Contractor,
as it pertains to the provision of services under this Agreement, on or
immediately after the effective date of the subcontract, but in no event, later
than the date any services are to be performed under the subcontract.
g. Following approval by Director, all subcontracts must be submitted to County
within thirty (30) calendar days following the effective date of subcontract.
h. Director is hereby authorized to act for and on the behalf of County pursuant
to this Paragraph, including but not limited to, consenting to any
subcontracting.
14. PUBLIC OFFICIALS: No funds pursuant to this Agreement shall be used to
feature in any manner the image or voice of any elected official or candidate for elected
office, or directly represent the views of any elected public official or candidate for
elected office.
15. COMPLIANCE WITH APPLICABLE LAW: Contractor shall comply with the
requirements of all federal, State, and local laws, ordinances, regulations, rules,
guidelines, and directives, applicable to its performance hereunder. To the extentthere is any conflict between federal and State or local laws, the former shall prevail.
Any reference to a specific statute, regulation, or any other document not prepared
by County is deemed to include a reference to any amendment thereto as of the
effective date of such amendment; further, this Agreement shall be interpreted and the
parties' duties and obligations under this Agreement shall be consistent with any
amendment to any applicable statute, regulation or other document not prepared by
County which occurs after the effective date of the Agreement.
Contractor shall indemnify and hold harmless County from and against any and all
loss, damage, liability, or expense resulting from any violation on the part of
Contractor, its officers, employees, or agents, of such federal, State, or local laws,
regulations, guidelines, or directives.
16. ADDITIONAL PROVISIONS: Attached hereto and incorporated by reference, is
a document labeled "Additional Provisions," of which the terms and conditions therein
contained are part of this Agreement.
17. CONSTRUCTION: To the extent there are any rights, duties, obligations, or
responsibilities enumerated in the recitals or otherwise in this Agreement, they shall
be deemed a part of the operative provisions of this Agreement and are fully binding
upon the parties:
18. CONFLICT OF TERMS: To the extent that there exists any conflict between
the language of this Agreement (including its Additional Provisions), and that of any
Exhibit(s), Schedule(s), and/or any other documents incorporated herein by reference,
- 19 -
fithe language found within this Agreement shall_ govern and prevail.
19.ALTERATION OF TERMS: The body of this Agreement (including its
Additional Provisions) and. any Exhibit(s) and/or Schedule(s) attached hereto, fully
express all understandings of the parties concerning all matters covered and shall
constitute the total Agreement. No addition to, or alteration of the terms of this
Agreement, whether by written or verbal understanding of the parties, their officers,
employees, or agents, shall be valid and effective unless made in the form of a written
amendment to this Agreement which is formally approved and executed by the parties
in the same manner as this Agreement.
20. CONTRACTOR'S OFFICES : Contractor's primary business office is located at
9770 Culver Boulevard, Culver City, CA 90232-0507. Contractor's primary business
telephone number is (310) 253-5616, facsimile/FAX number is (310) 253-5626 and
electronic mail ("e-mail") address is john.rivera@culvercity.org Contractor shall notify
County, in writing, of any changes made to Contractor's primary business address,
business telephone number, facsimile/FAX number, and/or e-mail address, as listed
herein, or any other business address, business telephone number, facsimile/FAX
number, and/or e-mail address used in the "provision of services." Herein, at least ten
(10) calendar days prior to the effective date(s) thereof.
21. NOTICES : Notices hereunder shall be in writing and may either be delivered
personally or sent by registered or certified mail, return receipt requested, postage
prepaid, attention to the parties at the addresses listed below. Director is authorized
- 20 -to execute all notices or demands which are required or permitted by County under this
Agreement. Addresses and parties to be notified may be changed by providing at least
ten (10) working days prior written notice to the other party.
A. Notices to County shall be addressed as follows:
(1) Department Public Health
Public Health Director's Office
313 North Figueroa Street, Room 806
Los Angeles, California 90012-2659
Attention: Chief of Staff
(2) Department Public Health
Contracts and Grants Division
313 North Figueroa Street, Room 601
Los Angeles, California 90012-2659
Attention: Division Chief
B. Notices to Contractor shall be addressed as follows:
- 21 -
gNAttention: John Rivera
Senior Management Analyst
9770 Culver Blvd
Culver City, CA 90232-0507
IN WITNESS WHEREOF, the Board of Supervisors of the County of Los
Angeles has caused this Agreement to be subscribed by its
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- 22 -Director of Public Health, and Contractor has caused this Agreement to be subscribed
in its behalf by its duly authorized officer, the day, month, and year first above written.
COUNTY OF LOS ANGELES
By Jonathan E. Fielding, M.D., M.P.H.
Director and Health Officer
Agency Name
By Signature
- 23 -Print Name
Title (AFFIX CORPORATE SEAL HERE)
APPROVED AS TO FORM
RAYMOND G. FORTNER, JR.
BY THE OFFICE OF THE COUNTY COUNSEL
County Counsel
By
Deputy
APPROVED AS TO CONTRACT
ADMINISTRATION:
Department of Public Health
By Gary T. Izumi, Chief
Contracts and Grants
Division
- 24 -gi:05/30/07
PLACE.GI
- 25 -EXHIBIT
LEGAL NAME OF CONTRACTOR
DESCRIPTION OF SERVICES
1_ DEFINITION: The PLACE Initiative is a comprehensive and innovative set
of activities that result in improvements to the built environment through
policy change and physical project implementation with the goal of
increasing access and reducing barriers to physical activity. PLACE
Initiatives must be carried out by qualified Applicants and their partners
in accordance with the Request For Initiatives ("RFI") and must, along
with all other requirements delineated in the REI and Appendix C, Scope
of Work : demonstrate satisfactory community engagement; develop
promotional materials to educate and inform; develop and implement
policy action plans; develop and implement physical project action plans;
hold educational meetings and promotional activities; and collaborate
with existing programs.
2. GENERAL : Contractor shall be responsible for the recruitment, hiring,
training, work schedules, supervision of project staff, and purchasing of all
necessary supplies for the provision of services hereunder.
3. STAFF:
a. For the purpose of this Agreement, staff shall be defined as paid and
- 25 -volunteer individuals providing services as described in Appendix C,
Scope of Work, attached hereto and incorporated herein by reference.
Contractor shall hire, suspend, discipline or discharge all such staff.
b. County may refuse utilization of specific staff of Contractor for any
reason, and, in such event, such staff member shall be immediately
removed from services hereunder by Contractor and shall be
immediately replaced by Contractor pursuant to the agency's internal
policies.
c. Contractor shall ensure that the staff hereunder are properly qualified,
trained to provide contracted services, and paid a competitive salary (if
remunerated).
d. Contractor shall ensure that appropriate staff attend the PLACE
Program mandatory orientation meeting and scheduled Learning
Network meetings.
e. Contractor shall ensure to employ at least one (1) individual (i.e., full
time equivalent position) specifically assigned to work full time under
this Agreement. This individual is hereafter referred to as the
Initiative Coordinator. Exceptions to this policy will be considered by
County (for example, in the event that in-kind project coordinator staff
is provided by Contractor). However, approval of any exceptions to
this requirement must be justified and approval obtained in writing by
- 27 -the Director. In any event, Contractor shall operate continuously
throughout the term of this Agreement with at least the minimum
number of staff identified in the Contractor's detailed budget as
presented to County during the development and negotiation on this
Agreement. For the purpose of this Agreement, an individual who
provides unpaid services to Contractor shall be defined as a
"volunteer."
1. The Initiative Coordinator shall (1) provide overall leadership and
administration of the initiative; (2) lead efforts for the policy change
and physical project as outlined in Appendix C, Scope of Work,
including but not limited to, overseeing the efforts of all initiative
partners; (3) coordinate the partnership, via efforts that include, but
are not limited to, convening meetings, facilitating partners' decision-
making, and tracking decisions made; (4) coordinate the development
of the policy action plan and physical project action plan identified in
Appendix C, Scope of Work; (5) manage the initiative's progress,
troubleshoot barriers, and facilitate the timely completion of
deliverables; (6) serve as partnership's liaison with DPH; (7) work with
DPffs Technical Assistance Coordinator to identify the initiative's
technical assistance needs and devise annual technical assistance
plans; (8) supervise all staff working under the initiative, and ensure
- 20 -
Aqcontinuous operation throughout the term of this Agreement with at
least the minimum number of staff identified in the Contractor's
detailed budget as presented to County during the development and
negotiation on this Agreement; (9) manage all subcontracts related to
the initiative; (10) monitor the initiative's budget and expenditures;
and (11) ensure that all DPH contract requirements are met.
g. Contractor shall maintain appropriate documentation and have
available for review by authorized County representatives, a list of
persons by name, title, professional degree, salary, and experience who
are providing services hereunder. If a project coordinator or other
supervisory position becomes vacant during the term of this
Agreement, Contractor shall, within thirty (30) days, notify the
Director of said vacancy.
h.Contractor shall fill any vacant budgeted position within sixty (60)
calendar days after the vacancy occurs. (Approval of any exceptions to
this requirement shall be obtained in writing from the Director.)
Furthermore, Contractor shall comply with any additional staffing
requirements which may be included in this Exhibit and/or Scope of
Work incorporated herein.
4. PARTNERSHIP: Contractor shall maintain appropriate documentation of
initiative partners listed in the Proposal or added to the partnership at a
- 29 -
91glater date. Documentation shall include, but is not limited, to letters of
support describing the role of the partner in the initiative. Contractor
shall make such documentation of partnership available to County within
fifteen (15) calendar days of a written request from County. Applicants
and their partners will determine the best approach for how their
partnership will function; however, the lead Applicant is ultimately
responsible for fulfilling grant requirements.
5. CONSULTANT AND CONTRACTUAL AGREEMENTS: Contractor shall
adhere to the SUBCONTRACTING Paragraph of this Agreement for all
subcontracts entered into for the provision of services, including contracts
with consultants. The proposed subcontract instrument must include, but
is not limited to, the name of the organization, period of performance,
description of activities, evaluation mechanism and an itemized budget.
Following approval by Director, all subcontracts must then be submitted
to the County within thirty (30) calendar days following the effective date
of subcontract.
6. TECHNICAL ASSISTANCE: Contractor shall accurately outline Technical
Assistance (TA) needs and submit a written summary of such needs to the
TA Coordinator on a yearly basis, within fifteen (15) calendar days of a
written or oral request from the TA Coordinator. Contractor and TA
Coordinator will jointly develop a TA plan in accordance with the
- 30 -
50
mdescription of and limitations of TA indicated herein. The purpose of
Technical Assistance is to provide education and support for Contractor
from an expert in a field directly related to activities provided under this
Agreement. County shall provide a qualified TA Coordinator who will
work to meet TA needs within reasonable limits. TA experts shall not be
available on an unlimited basis. The provision of Technical Assistance is
at the sole discretion of County and is based upon availability of funds and
the TA needs of all PLACE contractors.
7. SERVICES: Contractor shall provide County and participating agencies with
services outlined and described below:
a. Scope of Work: In a satisfactory and proper manner as determined by
County, Contractor shall perform functions and services to achieve the
objectives specified in the Appendices, attached hereto and
incorporated herein by reference.
b. Phase I : Preparation for the Initiative: Contractors shall complete
Phase I, as outlined in Appendix C, Scope of Work, within
approximately six months of the commencement of the Agreement.
Any and all exceptions must be negotiated with the Contract Monitor
and approved in writing by Director.
c. Action Plan: Contractor shall develop separate action plans for policy
adoption and physical project implementation by the date(s) indicated
- 31 -by DPH. Contractor shall update and submit these plans to County on
an annual basis. Contractor shall submit action plans to County
within thirty (30) days of a written request. Contractor shall obtain
written approval from. County's authorized designee for all elements of
the action plans. Contractor understands County may request revised
action plans, to be submitted to County for approval within thirty (30)
days of a written request. Contractor understands that due to
incomplete or unsatisfactory progress toward activities specified in the
Appendix C, Scope of Work, or the action plan(s), County may suspend
Contractor for a period of ninety (90) calendar days, or may elect to
terminate this Agreement.
d. Materials Development : Contractor shall adhere to the following
procedures when developing promotional materials.
i. Basic Principles:
1. Language used in all written materials (i.e., pamphlets,
brochures), audiovisual materials (i.e., video tapes, CDs,
DVDs), and pictorials (i.e., posters, and similar
educational materials) should use terms or descriptions
necessary for the target audience to understand the
messages.
2. Such terms or descriptions should be target specific,
- 32 -
312Pculturally relevant, language appropriate, and the
appropriate length and educational level for the intended
population.
Materials Review:
1. For the purposes of this Agreement, promotional
materials may include, but are not limited to educational
and outreach materials, such as curricula, pamphlets,
brochures and fliers, and media tools. Contractor shall
submit for approval all promotional materials to County
at least thirty (30) days prior to the projected date of use.
2. Contractor shall obtain written approval from County's
authorized designee for all promotional materials utilized
in association with this Agreement prior to their
implementation.
3. All promotional materials developed in association with
this Agreement belong solely to the County.
e. Notification of Early Completion: The term "Early Completion," as used
herein, refers to the event that, prior to June 30, 2011, Contractor
completes all activities set forth in this Exhibit. In this event,
Contractor shall submit to County written notification of Early
Completion, within thirty (30) calendar days of completing activities
- 33 -•
set forth in this Exhibit. Contractor understands that, following Early
Completion, Contractor shall collaborate with County to formulate a
new action plan outlining Contractor's activities for the remainder of
the Contract Term.
8. INCENTIVE POLICY: Contractor may utilize funds for incentive programs
(i.e. interventions aimed at promoting the PLACE Initiative), provided
cash is not used as an incentive and the value of the incentive is limited to
fifty dollars ($50) worth of merchandise per person over a twelve (12)
month period. Contractor shall submit all ideas for incentive items in
written format to County at least thirty (30) days prior to the projected
date of use. Contractor shall obtain written approval from County's
authorized designee for all incentive programs prior to their
implementation. Awards exceeding the amount of fifty dollars ($50) may
be provided from donations solicited within the community. Contractor
will adhere to the incentive award policy in accordance with the following
guidelines:
a. All funds must be tied directly to the PLACE Initiative.
b. Contractor is responsible for maintaining a properly documented
incentive tracking log for all incentive awards.
c. The incentive tracking log shall be forwarded to County within fifteen
(15) calendar days of a written request.
- 34 -9. MONITORING AND EVALUATION:
a. Monitoring and Evaluation Plan : Contractor shall have an ongoing
monitoring and evaluation plan consistent with Appendix C, Scope of
Work, and shall fully participate in all monitoring and evaluation
activities indicated in Section 17 of Appendix C, Scope of Work,
incorporated herein.
b. Tracking Measures : Contractor shall maintain accurate and accessible
records of all Tracking Measures outlined in Appendix C, Scope of
Work incorporated herein. Contractor shall make these records
available to the County with the submission of invoices and/or within
fifteen (15) days of a written request by County.
c. Site Visits : County will make regular site visits and/or observe
initiative activities and events and/or investigate in any manner, to
monitor progress towards deliverables and review documentation of
tracking measures. Site visits shall be at least once yearly, upon a
minimum of ten (10 calendar days written notice to Contractor.
Contractor shall correct any deficiency found in any site visit or
investigation within thirty (30) calendar days of being given written
notice by County that a corrective action is needed. Contractor
understands that if Contractor takes no action to correct any problems
found by County, for which Contractor has been provided a thirty (30)
- 35 -day corrective period, County may suspend Contractor for a period of
ninety (90) days, or may elect to terminate this Agreement.
10. CONTRACTOR'S WARRANTIES: Contractor represents, warrants, and
agrees:
a. That Contractor is in good financial standing and will remain so until
all services are completed and delivered; and that Contractor has the
power and authority to execute this Agreement.
b. That Contractor is fully able, with the cooperation of partners listed in
the Proposal, to conduct all activities outlined in Appendix C, Scope of
Work.
c. That the subject materials shall not violate or infringe any copyright
(whether literary, dramatic, musical, or otherwise), patent, trademark,
trade name or contract, property or personal right, or right of privacy
or other right of any person, or constitute an act of unfair competition,
or a libel or slander of any person.
d.That there are and will be no claims, liens, encumbrances or rights in or
to the subject materials or any part thereof which can or will impair
County's rights thereunder.
e. That Contractor has not granted or assigned, and will not grant or
assign to any person or entity other than County, any right, title, or
interest in or to the subject materials.
- 36 -f. That Contractor will obtain written approval from County for any
training or conferences Contractor staff plans to attend, at least thirty
(30) calendar days prior to any training or conference dates. Contractor
understands that only those staff who are working on activities
described in this Exhibit are eligible to receive reimbursement from
County for staff training and conferences. Contractor's request to
attend any training or conferences must include, at a minimum, the
name of the training or conference, location where the training or
conference will be held, and how such training or conference relates to
services provided under this Agreement. Furthermore, that
Contractor will not receive any reimbursement from County for any
training or conference attended for which prior written approval from
County was not obtained. Contractor shall maintain appropriate
documentation of all training and conferences in each employee file to
include, at minimum, date, time, and location of training or conference,
and names and titles of staff attendees. Said documentation shall be
included in the Contractor's monthly report to the County.
g. That Contractor shall complete the performance of services required
under this Agreement within the terms of this Agreement.
11. PROPRIETARY CONSIDERATIONS: County and Contractor agree to
protect the security of all data, materials, and information developed or
- 37 -
57-produced under this agreement. Further, County and Contractor agree to
use best efforts to protect all such data, materials, and information from
loss or damage by any cause, including, but not limited to, fire and theft.
12. REIMBURSEMENT: Subject to the provisions of the BILLING AND
PAYMENT Paragraph of this Agreement, County shall compensate
Contractor by provisional payments for performing services hereunder in
the following manner:
a. Contractor shall submit invoices to County as described in the BILLING
AND PAYMENT Paragraph of the body of this Agreement. Invoices
shall be submitted monthly.
b. Contractor shall forward monthly invoices as described in the
REPORTING Paragraph of this Exhibit, to the PLACE Program office.
c. Contractor shall, in addition, forward Standard Report Forms, as
described in the REPORTING Paragraph of this Exhibit, to the
PLACE Program office.
d. Contractor shall submit invoices for purchases and costs directly
related to the physical project, as described in Appendix C, Scope of
Work, within a reasonable period of time, or within thirty (30) days of
a written request from County.
e. Within a reasonable period of time followin g receipt of complete and
correct invoices and Standard Report Forms, County shall make
- 38 -payment to Contractor in accordance with payment provisions set out
in the BILLING AND PAYMENT Paragraph of this Agreement.
Payment will be made on billing claims, in writing, filed with and
approved by the Director, or designated personnel, provided that
Contractor is not in default under any provision of this Agreement. If
Contractor should perform any work which is outside the scope of this
Agreement, such work shall be deemed to be gratuitous and Contractor
shall have no claim against County. Payment shall be based on
progress towards deliverables outlined by Contractor in Appendix C,
Scope of' Work and Action Plans. County shall, at its sole discretion,
withhold payment to Contractor if Contractor fails to meet Scope of
Work deliverables and Action Plans.
f. Contractor shall utilize funds received from County for the sole purpose
of conducting activities outlined in Appendix C, Scope of Work.
g. Contractor agrees that the monthly billing rate not to be exceeded by
Contractor is an all-inclusive rate, and no other costs, charges, taxes,
fees, an.c1Jor fines shall be billed, or passed on, to County in any
manner.
h. Contractor shall maintain separate financial accounts of funds received
from the County.
i. All payments by County to Contractor shall be subject to Director's
- 39 -express approval, in writing, of the work and services associated with
such payment. Unless Contractor's work which has been billed
hereunder has been performed timely and efficiently, in accordance
with Appendix C, Scope of Work, as determined in Director's
reasonable discretion, and is otherwise satisfactory, also as determined
in Director's reasonable discretion, no payment will be made by County
for that work.
j. In the event that County finds that Contractor has submitted
fraudulent invoices, or has in any way not performed services for which
it is has received payment under this Agreement, Contractor agrees to
reimburse County or to allow County to reduce payments to Contractor
accordingly.
13. MAXIMUM OBLIGATION: For the purpose of this Agreement, policy-related
activities shall be defined as all activities outlined in Appendix C, Scope of
Work, that do not pertain directly to capital costs for the physical project.
During the period of July 1, 2008 to June 30, 2011, that portion of County's
maximum obligation which is allocated under this Exhibit for all policy-
related activities shall not exceed $330,000. Of this sum, County's maximum
obligation for Term 1 is $105,000; for Term 2 is $105,000; and for Term 3 is
$100,000. Of County's maximum obligation for policy-related activities,
County's maximum obligation for staff training and conferences is $5,000 per
- 40 -
kr)term. During the period of July 1, 2008 to June 30, 2011, that portion of
County's maximum obligation which is allocated under this Exhibit for
capital costs for the physical project shall not exceed $20,000. During the
period of July 1, 2008 to June 30, 2011 the total maximum obligation of
County for all policy-related activities and capital costs combined is $330,000.
14. REPORTING: County will provide Contractor with Standard Report Form,
based upon Contractor Scope of Work deliverables, to be used for
reporting purposes. Contractor shall submit an original and accurate
invoice to County no later than five (5) working days after the end of each
calendar month. Contractor shall, in addition, submit an original and
accurate Standard Report Form to County along with the invoice no later
than five (5) working days after the end of each calendar month. County
may, at its own discretion, require quarterly submission of Standard
Report Forms in place of monthly submission. Contractor understands
that due to failure of Contractor to submit (an) original and fully accurate
invoice(s), and/or (an) original and fully accurate Standard Report
Form(s), County may suspend Contractor for a period of ninety (90)
calendar days, or may elect to terminate this Agreement.
- 41 -- 4 2 -•
City of Culver City
ADDITIONAL PROVISIONS
PLACE INITIATIVE SERVICES AGREEMENT
TABLE OF CONTENTS
Page
Paragraph (AP)
No. Title No.
1. ADMINISTRATION 1
2. FORM OF BUSINESS ORGANIZATION AND FISCAL
DISCLOSURE 1
3. NONDISCRIMINATION IN SERVICES 3
4. NONDISCRIMINATION IN EMPLOYMENT 4
5. FAIR LABOR STANDARDS ACT 7
6. EMPLOYMENT ELIGIBILITY VERIFICATION 7
7. CONTRACTOR'S EXCLUSION FROM PARTICIPATING IN
A FEDERALLY FUNDED PROGRAM 8
8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
INELIGIBILITY AND VOLUNTARY EXCLUSION — LOWER
TIER COVERED TRANSACTIONS (45 C.F.R. PART 76)
9
9. STAFF PERFORMANCE WHILE UNDER THE INFLUENCE
10, UNLAWFUL SOLICITATION
9
11. RECORDS AND AUDITS
10
12. REPORTS
15
13. CONFIDENTIALITY
15Page
Paragraph
(AP)
No.
Title
No.
14. CONTRACTOR'S OBLIGATIONS AS A NON-BUSINESS
ASSOCIATE UNDER THE HEALTH INSURANCE
PORTABILITY AND ACCOUNTABILITY ACT OF 1996
("HIPAA") 16
15. COMPLIANCE WITH JURY SERVICES PROGRAM 17
16. LICENSES, PERMITS, REGISTRATIONS, ACCREDITATIONS
AND CERTIFICATIONS 20
17. INDEPENDENT CONTRACTOR STATUS 21
18. REQUIREMENTS TO NOTIFY EMPLOYEES ABOUT
FEDERAL EARDED INCOME CREDIT ("EIC") 22
19. CONTRACTOR'S WARRANTY OF ADHERENCE TO
COUNTY'S CHILD SUPPORT PROGRAM
22
20. SAFETY SURRENDERED BABY LAW
24
21. CONSIDERATION OF COUNTY'S DEPARTMENT OF PUBLIC
SOCIAL SERVICES ("DPSS") GREATER AVENUES FOR
INDEPENENCE ("GAIN") PROGRAM OR GENERAL RELIEF
OPPORTUNITY FOR WORK ("GROW") PARTICIPANTS FOR
EMPLOYMENT
24
22. CONTRACTOR'S WILLINGNESS TO CONSIDER COUNTY'S
EMPLO \TES FOR EMPLO v(MENT 25
23. SERVICE DELIVERY SITE — MAINTENANCE STANDARDS 26
24. DAMAGE TO COUNTY BUILDINGS, FACILITIES, OR
GROUNDS 26
25. USE OF RECYCLED — CONTENT PAPER AND BOND PAPER
PRODUCTS 26Title
Page
(AP)
No.
NOTICE OF DELAYS 27
DISCLOSURE AND RESTRICTIONS ON LOBBYING 27
CONFLICT OF INTEREST 28
COUNTY'S QUALITY ASSURANCE PLAN 29
TERMINATION FOR INSOLVENCY, DEFAULT, GRATUITIES
AND/OR IMPROPER CONSIDERATION AND CONVENIENCE 29
CONTRACTOR RESPONSIBILITY AND DEBARMENT 35
SOLICITATION OF BIDS AND PROPOSALS 38
GOVERNING LAW, JURISDICTIONS, AND VENUE 39
WAIVER 39
SEVERABILITY 40
Paragraph
No.
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35.CITY OF CULVER CITY
ADDITIONAL PROVISIONS
PLACE INITIATIVE CONTRACTOR AGREEMENT
1. ADMINISTRATION: Director shall have the authority to administer this
Agreement on behalf of County. Upon reasonable notice by County to Contractor,
Contractor agrees to extend to Director, or to authorized federal, State, County, and
local governmental representatives, the right to review and monitor Contractor's
program(s), policies, procedures, and financial and/or other records, and to inspect its
business offices, facility(ies), and/or County work site area(s), for contractual
compliance.
2. FORM OF BUSINESS ORGANIZATION AND FISCAL DISCLOSURE:
A. Form of Business Oroanization: Contractor shall prepare and submit
to Director upon request, an affidavit, sworn to and executed by Contractor's duly
constituted officers, or Board of Directors, containing the following information
and supportive documentation.
(1) The form of Contractor's business organization, i.e., sole
proprietorship, partnership, limited liability company ("LLC") or corporation.
(2) Articles of Incorporation and By-Laws (or articles of organization,
certificate of formation, certificate of registration, and operating agreement
(if Contractor's organization is a LLC).
- AP-1 -
&f7(3) A detailed statement indicating whether Contractor is totally or
substantially owned by another business organization (i.e., another legal
entity or parent corporation).
(4) Board Minutes, or other legal documentation, identifying who is
authorized on behalf of Contractor to conduct business, make
commitments, and enter into binding agreements with County. Such Board
Minutes, or legal documentation, shall especially confirm that the person
executing this Agreement for Contractor is an authorized agent who has
actual authority to bind Contractor to each and every term, condition, and
obligation set forth in this Agreement.
(5) A detailed statement indicating whether Contractor totally or
partially owns any other business organization that will be providing
services supplies, materials, or equipment to Contractor or in any manner
does business with Contractor under this Agreement.
(6) If, during the term of this Agreement, the form of Contractor's
business organization changes, or the ownership of Contractor changes, or
Contractor's authorized person to conduct business, make commitments,
and enter into binding agreements with County changes; or Contractor's
ownership of other businesses dealings with Contractor under this
Agreement changes; Contractor shall notify Director in writing detailing such
changes within thirty (30) calendar days prior to the effective date thereof.
- AP-2 -3. NONDISCRIMINATION IN SERVICES: Contractor shall not discriminate in
the provision of services hereunder because of race, color, religion, national origin,
ethnic group identification, ancestry, sex, age, marital status, political affiliation, physical
or mental disability, or sexual orientation in accordance with requirements of federal and
State laws. For the purpose of this Paragraph, discrimination in the provision of
services may include, but is not limited to, the following: denying any person any
service or benefit or the availability of a facility; providing any service, or benefit to any
person which is different, or is provided in a different manner or at a different time, from
that provided to others; subjecting any person to segregation or separate treatment in
any matter related to the receipt of any service; restricting any person in any way in the
enjoyment of any advantage or privilege enjoyed by others receiving any service or
benefit; and treating any person differently from others in determining admission,
enrollment quota, eligibility, membership or any other requirement or condition which
person must meet in order to be provided any service or benefit. Contractor shall take
affirmative action to ensure that intended beneficiaries of this Agreement are provided
services without regard to race, color, religion, national origin, ethnic group
identification, ancestry, sex, age, marital status, political affiliation, physical or mental
disability, or sexual orientation.
In addition, Contractor's facility access for the disabled must fully comply with
section 504 of the federal Rehabilitation Act of 1973 and Title 111 of the federal
AP-3 -Americans with Disabilities Act of 1990.
4. NONDISCRIMINATION IN EMPLOYMENT:
A. Contractor certifies and agrees that all persons employed by it, its
affiliates, subsidiaries or holding companies are and will be treated equally by it
without regard to, and will not be discriminated against because of, race, color,
religion, national origin, ethnic group identification, ancestry, sex, age, marital
status, political affiliation, physical or mental disability, or sexual orientation, in
compliance with all applicable anti-discrimination laws and regulations of the
United States of America and the State of California as they now exist or may
hereafter by amended.
B. Contractor shall take affirmative action to ensure that qualified
applicants are employed, and that employees are treated during employment
without regard to, or because of race, color, religion, national origin, ethnic group
identification, ancestry, sex, age, marital status, political affiliation, physical or
mental disability, or sexual orientation, in compliance with alf applicable anti-
discrimination laws and regulations of the United States of America and the State
of California as they now exist or may hereafter be amended. Such action shall
include, but is not limited to, the following: employment, upgrading, demotion,
transfer, recruitment or recruitment advertising, lay-off or termination, rates of pay
or other forms of compensation, and selection for training, including
apprenticeship.
- AP-4 -C. Contractor shall deal with its subcontractors, bidders or vendors
without regard to, or because of race, color, religion, national origin, ethnic group
identification, ancestry, sex, age, marital status, political affiliation, physical or
mental disability, or sexual orientation, as required by all applicable anti-
discrimination laws and regulations of the United States of America and the State
of California as they now exist or may hereafter be amended.
D. Contractor shall allow County representatives access to its
employment records during regular business hours to verify compliance with
these provisions when so requested by Director, Prior to any such inspection,
Contractor may remove personal employee information from such records, which
is protected under the privacy laws of the State of California To the extent any
such information may come into the possession of County during such an
inspection, County hereby promises to protect same from disclosure to third
parties.
E. If County finds that any of the above provisions have been violated,
the same shall constitute a material breach of Agreement upon which County
may determine to cancel, terminate, or suspend this Agreement, While County
reserves the right to determine independently that the anti-discrimination
provisions of this Paragraph have been violated, in addition, a determination by
the California Fair Employment Practices Commission or the federal Equal
Opportunity Commission that Contractor has violated federal or State anti-
- AP-5 -
61discrimination laws or regulations shall or constitute a finding by County that
Contractor has violated anti-discrimination provisions of this Paragraph.
F. The parties agree that in the event Contractor violates the anti-
discrimination provisions of this Paragraph, County shall, at its option, be entitled
to a sum of Five Hundred Dollars ($500) per violation or group of such violations
investigated, pursuant to Civil Code Section 1671 as liquidated damages.
G. The parties understand and agree that the liquidated damages
payable pursuant to Subparagraph "F" above are meant to compensate County
for the costs of each investigation of violation(s) of the anti-discrimination
provisions of this Paragraph, and therefore, the parties agree that the basis for
assessing liquidated damages for purposes of Subparagraph F above shall be
the number of investigative reports submitted to Director, provided that no
violation may be covered in more than one report. Director shall use his best
efforts to ensure that violations will be grouped together whenever possible for
purposes of investigation.
5. FAIR LABOR STANDARDS ACT: Contractor shall comply with all
applicable, provisions of the federal Fair Labor Standards Act, and shall indemnify,
defend and hold harmless County, its officers, employees, and agents 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 services performed by Contractor's
- AP-6 -employees for which County may be found jointly or solely liable.
6. EMPLOYMENT ELIGIBILITY VERIFICATION: Contractor warrants that it
fully complies with all federal statutes and regulations regarding the verification of
employment eligibility of aliens and others. Contractor shall obtain, from all covered
personnel performing services hereunder, all verification and other documentation of
employment eligibility status required by federal statues and regulations as they
currently exist and as they may be hereafter amended. Contractor shall retain such
documentation for all covered personnel for the period prescribed by law. Contractor
shall indemnify, defend and hold harmless County, its officers and employees from
employer sanctions and any other liability which may be assessed against Contractor or
County in connection with any alleged violation of federal statutes or regulations
pertaining to the eligibility for employment of persons performing services under this
Agreement.
7. CONTRACTOR'S EXCLUSION FROM PARTICIPATION IN A FEDERALLY
FUNDED PROGRAM: Contractor hereby warrants that neither it nor any of its staff
members is restricted or excluded from providing services under any health care
program funded by the federal government, directly or indirectly, in whole or in part, and
that Contractor will notify Director within thirty (30) calendar days in writing of: (1) any
event that would require Contractor or a staff member's mandatory exclusion from
participation in a federally funded health care program; and (2) any exclusionary action
taken by any agency of the federal government against Contractor or one or more staff
- AP-7 -members barring it or the staff members from participation in a federally funded health
care program, whether such bar is direct or indirect, or whether such bar is in whole or
in part.
Contractor shall indemnify and hold County harmless against any and all loss or
damage County may suffer arising from any federal exclusion of Contractor or its staff
members from such participation in a federally funded health care program.
Failure by Contractor to meet the requirements of this Paragraph shall constitute
a material breach of contract upon which County may immediately terminate or suspend
this Agreement.
8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
INELIGIBILITY AND VOLUNTARY EXCLUSION — LOWER TIER COVERED
TRANSACTIONS (45 C.F.R. Part 76): Contractor hereby acknowledges that County is
prohibited from contracting with and making sub-awards to parties that are debarred,
suspended, ineligible, or excluded from securing federally funded contracts. By
executing this Agreement, Contractor certifies that neither Contractor nor any of its
directors, officers, owners, partners, or other principals is currently debarred,
suspended, ineligible, or excluded from securing federally funded contracts. Contractor
shall immediately notify County in writing, during the term of this Agreement, should
Contractor or any of its subcontractors or any principals be debarred, suspended,
ineligible, or excluded from securing federally funded contracts. Failure of Contractor to
comply with this provision shall constitute a material breach of this Agreement upon
- AP-8 -
44 •which County may immediately terminate or suspend this Agreement.
9. STAFF PERFORMANCE WHILE UNDER THE INFLUENCE: Contractor
shall ensure that no employee, or other person under Contractor's control, perform
services hereunder while under the influence of any alcoholic beverage, medication,
narcotic or other substance that might impair his/her physical or mental performance.
10. UNLAWFUL SOLICITATION: Contractor shall inform all of its officers,
employees, and agents, providing services hereunder of the provisions of Article 9 of
Chapter 4 of Division 3 (commencing with Section 6150) of the California Business and
Professions Code (i.e., State Bar Act provisions regarding unlawful solicitation as a
runner or capper for attorneys) and shall take positive and affirmative steps in its
performance hereunder to ensure that there is no violation of said provisions by its
officers, employees and agents. Contractor agrees that if a patient requests assistance
in obtaining the services of an attorney, Contractor, its officers, employees, and agents,
will refer the patient to the attorney referral service of those bar associations within Los
Angeles County that have such a service.
11. RECORDS AND AUDITS:
A. Service Contractor shall maintain and provide upon request
by County, accurate and complete records of its activities and operations as they
relate to the provision of services, hereunder.
B. Financial Records: Contractor shall prepare and maintain on a current
basis, accurate and complete financial records of its activities and operations as
- AP-9 -they relate to services provided under this Agreement in accordance with
generally accepted accounting principles and also in accordance with any
additional accounting principles, procedures, and standards, which may from
time to time be promulgated by Director. All such records shall include
supporting documentation and other information which shall be sufficient to fully
and accurately substantiate Contractor's provision of services hereunder, and all
charges billed to County in the performance of this Agreement. Further, all
financial records of Contractor pertaining to this Agreement, including accurate
books and records of accounts of its costs and operating expenses, and all
records of services (including personnel provided), as well as, other financial
records pertaining to this Agreement, shall be retained by Contractor for a
minimum period of five (5) years following the expiration or earlier termination of
this Agreement. During such five (5) year period, as well as during the term of
this Agreement, all records pertaining to this Agreement, or true and correct
copies thereof, including but not limited to, those records described above, shall
be retained by Contractor, assessable for review by County representatives at a
location in Los Angeles County.
Contractor shall further agree to provide such records, when possible,
immediately to County by electronic mail ("e-mail") or facsimile/FAX, upon
Director's request. Director's request shall include appropriate County e-mail
address(es) and FAX number(s) for Contractor to provide such records to
-AP-l0 -County. In any event, Contractor shall agree to make available the original
documents of such e-mail and FAX records when requested by Director for
review as described hereinabove.
C. Federal Access to Records: If, and to the extent that, Section
186I (v)(1)() )(I) of the Social Security Act [42 U.S.C. Section 1395(v)(1)(I)] is
applicable, Contractor agrees that for a period of five (5) years following the
furnishing of services under this Agreement, Contractor shall maintain and make
available, upon written request, to the Secretary of the United States Department
of Health and Human Services or the Comptroller General of the United States,
or to any of their duly authorized representatives, this Agreement, books,
documents, and records of Contractor which are necessary to verify the nature
and extent of the cost of services provided hereunder. Furthermore, if Contractor
carries out any of the services provided hereunder through any subcontract with
a value or cost of Ten Thousand Dollars ($10,000) or more over a twelve (12)
month period with a related organization (as that term is defined under federal
law), Contractor agrees that each such subcontract shall provide for such access
to the subcontract, books, documents, and records of the subcontractor.
D. Count( to be Provided Audit Report(s): In the event that an audit is
conducted of Contractor by a federal or State auditor, Contractor shall file a copy
of each such audit report(s) with Director and County's Auditor-Controller
Department within thirty (30) calendar days of Contractor's receipt thereof, unless
-AP-I1 -otherwise provided for under this Agreement, or under applicable federal or State
regulations. To the extent permitted by law, County shall maintain the
confidentiality of all such audit report(s).
E. Audit/Compliance Review: In the event County representatives
conduct an audit/compliance review of Contractor, Contractor shall fully
cooperate with County's representatives. Contractor shall allow County
representatives access to all records of services rendered, including personnel
time records, and all financial records and reports pertaining to, and required
under, this Agreement and shall allow portable document format ("PDF") copies
and/or photocopies to be made of these documents utilizing Contractor's scanner
or photocopier, for which County shall reimburse Contractor its customary charge
for record copying services, if requested. Director shall provide Contractor with
at least ten (10) working days prior written notice of any audit/compliance review.
County may conduct a statistical audit/compliance review of all claims paid
by County during a specified period. The sample shall be determined in
accordance with generally accepted auditing standards. An exit conference shall
be held following the performance of any such audit/compliance review at which
time the results shall be discussed with Contractor. Contractor shall be provided
with a copy of any written evaluation report(s).
Contractor shall have the opportunity to review County's findings for
Contractor, and Contractor shall have thirty (30) calendar days after receipt of
- AP-12 -County's audit/compliance review results to provide documentation to the County
representatives to resolve audit exceptions. If, at the end of the thirty (30)
calendar day period there remain audit exceptions which have not been resolved
to the satisfaction of County's representatives, then the exception rate found in
the audit, or sample, results shall be applied to the total County payments made
to Contractor for all claims paid during the audit/compliance review period to
determine Contractor's liability to County.
F. County Audit Settlements: If, at any time during the term of this
Agreement or at any time within five (5) years after the expiration or earlier
termination of this Agreement, authorized representatives of County conduct an
audit of Contractor regarding the services provided to County hereunder and if
such audit finds that County's dollar liability for such services is less than
payments made by County to Contractor then Contractor agrees that the
difference shall be either: (1) repaid forthwith by Contractor to County by cash
payment, or (2) at Director's option, deducted from any further amount due to
Contractor from County. If such audit finds that County's dollar liability for
services provided hereunder is more than payments made by County to
Contractor, then the difference shall be paid forthwith by County to Contractor by
cash payment.
G. Failure to Comply: Failure of Contractor to comply with the
requirements of this Paragraph shall constitute a material breach of this
- AP-13 -Agreement upon which County shall give Contractor a written "Notice of Material
Breach". If such breach has not been cured within ten (10) business days
following the giving of such Notice, then County may, at County's sole discretion
immediately terminate this Agreement pursuant to the provisions of Paragraph 1,
Term, in the body of this Agreement. County's failure to exercise this right of
termination shall not constitute waiver of such right, and the same may be
exercised at any subsequent time.
12. REPORTS: Contractor shall make reports as required by County, or DPH,
concerning Contractor's activities and operations as they relate to this Agreement and
the provision of services hereunder. In no event, however may County, or DPH, require
such reports unless Director has provided Contractor with at least thirty (30) calendar
days' prior written notification thereof. Director's notification shall provide Contractor
with a written explanation of the procedures for reporting the information required.
13. CONFIDENTIALITY: Contractor shall maintain the confidentiality of all
records and information, including, but not limited to, billings, County records, and
patient records, in accordance with all applicable federal, State, and local laws,
ordinances, regulations, and directives relating to confidentiality. Contractor shall inform
all its officers, employees, agents, subcontractors, and others providing services
hereunder of this confidentiality provision requirement in this Agreement. Contractor
shall indemnify and hold harmless County, its officers, employees and agents, from and
against any and all loss, damages, liability and expense arising out of any disclosure of
AP-14 -such records and information by Contractor, its officers, employees, agents,
subcontractors, and others providing services hereunder.
14. CONTRACTOR'S OBLIGATIONS AS A NON-BUSINESS ASSOCIATE
UNDER THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF
1996 ("HIPAA"): Contractor expressly acknowledges and agrees that the provision of
services under this Agreement does not require or permit access by Contractor or any
of its officers, employees, or agents, to any patient medical records. Accordingly,
Contractor shall instruct its officers, employees, and agents that they are not to pursue
or gain access to patient medical records for any reason whatsoever.
Notwithstanding the foregoing, the parties acknowledge that, in the course of the
provision of services hereunder, Contractor or its officers, employees, or agents, may
have inadvertent access to patient medical records. Contractor understands and
agrees that neither Contractor nor its officers, employees, or agents are to take
advantage of such access for any purpose whatsoever. Additionally, in the event of
such inadvertent access, Contractor and its officers, employees, and agents shall
maintain the confidentiality of any information obtained and shall notify DPH
management personnel that such access has been gained immediately, or upon the
first reasonable opportunity to do so.
In the event of any access, whether inadvertent or intentional, Contractor shall
indemnify, defend, and hold harmless County, its officers, employees, and agents from
and against any and all liability, including but not limited to, demands, claims, actions,
- AP-15 -fees, costs, and expenses (including attorney and expert witness fees) arising from or
connected with Contractor's or its officers, employees' or agents' access to patient
medical records. Contractor agrees to provide appropriate training to its officers,
employees, and agents, regarding their obligation in this regard.
15. COMPLIANCE WITH JURY SERVICES PROGRAM:
A. Jury Services Program: This Agreement is subject to the provisions
of the County's ordinance entitled Contractor Employee Jury Service ("Jury
Services Program") as codified in Sections 2.203.010 through 2.203.090 of the
Los Angeles County Code.
B. Written Employee Jury Service Policy:
(1) Unless Contractor has demonstrated to County's satisfaction
either that Contractor is not a "contractor" as defined under the Jury
Services Program (Section 2.203.020 of the County Code) or that
Contractor qualifies for an exception to the Jury Service Program (Section
2.203.070 of the County Code), Contractor shall have and adhere to a
written policy that provides that its employees shall receive from Contractor,
on an annual basis, no less than five (5) days of regular pay for actual jury
service served. Contractor's policy may further provide that employees
deposit any fees received for such jury service with Contractor or that
Contractor deduct from the employee's regular pay the fee received for jury
service.
- AP-16 -(2) For purpose of this Paragraph, and as set forth in the Jury
Services Program provision of the County Code as described hereinabove:
"Contractor" shall mean a person, partnership, corporation, or other entity,
that has a contract with 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 (1) or
more County contracts or subcontracts; "employee" shall mean any
California resident who is a full-time employee of Contractor; and "full-time"
shall mean 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 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 Contractor uses any
subcontractor to perform services for County under this Agreement, the
subcontractor shall also be subject to the provisions of this Paragraph. The
provisions of this Paragraph shall be inserted into any such subcontract
a greement and a copy of the Jury Service Program shall be attached to the
agreement.
(3) If Contractor is not required to comply with the Jury Services
- AP-17 -Program on the effective date of this Agreement, Contractor shall have a
continuing obligation to review the applicability of its "exception status" from
the Jury Service Program, and Contractor shall immediately notify County if
Contractor at any time either comes within the Jury Service Program's
definition of "contractor", or if Contractor no longer qualifies for an exception
to the Jury Service Program_ In either event, Contractor shall immediately
implement a written policy consistent with the Jury Service Program.
County may also require, at any time during the Agreement term, and at its
sole discretion, that Contractor demonstrate to County's satisfaction that
Contractor either continues to remain outside of the Jury Service Program's
definition of "contractor" and/or that Contractor continues to qualify for an
exception to the Jury Service Program. Contractor and its subcontractors, if
applicable, may demonstrate their exemption, or compliance, with the
above subject Jury Service Program by completing a "County of Los
Angeles Contractor Employee Jury Service Program Application for
Exemption and Certification Form" which should be obtained from, and
returned to, Director within ten (10) calendar days before the effective date
of this Agreement.
(4) Contractor's violation of this Paragraph of the Agreement may
constitute a material breach of this Agreement. In the event of such breach,
County may, in its sole discretion, terminate this Agreement and/or bar
- AP-18 -Contractor from the award of future County contracts for a period of time
consistent with the seriousness of the breach.
16. LICENSES, PERMITS, REGISTRATIONS, ACCREDITATIONS, AND
CERTIFICATIONS: Contractor shall obtain and maintain in effect during the term of this
Agreement all appropriate licenses, permits, registrations, accreditations, and
certificates required by all applicable federal, State, and local laws, regulations,
guidelines and directives for the operation of its business and for the provision of
services under this Agreement. Copies of all such applicable licenses, permits,
registrations, accreditations, and certifications shall be delivered to County's DPH,
Contracts and Grants Division, 313 North Figueroa Street, Room 601, Los Angeles,
California 90012-2659, prior to commencing services under this Agreement.
Contractor shall further ensure that all of its officers, employees, agents, and
other personnel, who perform services hereunder, obtain and maintain in effect during
the term of this Agreement, all licenses, permits, registrations, accreditations, and
certificates required by federal, State, and local laws, regulations, guidelines, and
directives which are applicable to their performance hereunder. Further upon Director's
request Contractor shall provide Director with a copy of each officers', employees',
agents' or other personnel's, license, permit, registration, accreditation, and certificate,
as required by all applicable federal, State, and local laws, regulations, guidelines, and
directives to provide services under this Agreement.
17. INDEPENDENT CONTRACTOR STATUS:
- AP-19 -A. This Agreement is by and between County and Contractor and is not
intended, and shall not be construed, to create the relationship of employee,
agent, servant, partnership, joint venture, or association, as between County and
Contractor. The employees and agents of one party shall not be, or be
construed to be, employees or agents of the other party for any purpose
whatsoever.
B. Contractor shall be solely liable and responsible for prO' viding to, or on
behalf of, its officers and employees all legally required employee benefits.
County shall have no liability or responsibility for payment of any salaries, wages,
unemployment benefits, disability benefits, federal, State, and local taxes, or
other compensation, benefits, or taxes to, or on behalf of, any personnel provided
by Contractor.
C. Contractor understands and agrees that all persons hired by
Contractor to furnish services to County pursuant to this Agreement are, for
purposes of workers' compensation liability, the sole employees of Contractor
and not employees of County. Contractor shall bear the sole responsibility and
liability for furnishing workers' compensation benefits to any person for injuries
arising from or connected with services performed by or on behalf of Contractor
pursuant to this Agreement.
18. REQUIREMENT TO NOTIFY EMPLOYEES ABOUNT FEDERAL EARNED
INCOME CREDIT ("EIC"): Contractor shall notify its employees, and shall require each
- AP-20 -
desubcontractor to notify its employees, that they may be eligible for claiming federal EIC
as allowed under the federal income tax laws. Such notice shall be provided in
accordance with the requirements set forth in the Department of Treasury Internal
Revenue Service's ("IRS") Notice 1015; copies of which are available from the IRS
Forms Distribution Center, by calling 14800)-829-3676.
19. CONTRACTOR'S WARRANTY OF ADHERENCE TO COUNTY'S CHILD
SUPPORT COMPLIANCE PROGRAM:
A. Contractor acknowledges that County has established a goal of
ensuring that all individuals who benefit financially from County through County
purchase orders and/or contracts are in compliance with their court ordered child,
family, and spousal support obligations in order to mitigate the economic burden
otherwise imposed upon County and its taxpayers.
As required by County's Child Support Compliance Program (County Code
Chapter 2.200) and without limiting Contractor's duty under this Agreement to
comply with all applicable provisions of law, Contractor warrants that it is now in
compliance and shall during the term of this Agreement maintain in compliance
with employment and wage reporting requirements as required by the federal
Social Security Act (42 U.S.C. 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
("CSSD'') Notices of Wage and Earnings Assignment for Child, Family, or
- AP-21 -Spousal Support, pursuant to Code of Civil Procedure Section 706.031 and
Family Code Section 5246(b).
B. TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN
COMPLIANCE WITH COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM:
Failure of Contractor to maintain compliance with the requirements set forth in
Contractor's Warranty of Adherence to County's Child Support Compliance
Program Paragraph immediately above, shall constitute a default by Contractor
under this Agreement. Without limiting the rights and remedies available to
County under any other provision of this Agreement, failure of Contractor to cure
such default within ninety (90) calendar days of written notice shall be grounds
upon which County may terminate this Agreement pursuant to the Termination
for Default Paragraph of this Agreement, and to further pursue debarment of
Contractor from bidding on County contracts pursuant to Chapter 2.202 of the
County Code.
C. CONTRACTOR'S ACKNOWLEDGMENT OF COUNTY'S
COMMITMENT TO CHILD SUPPORT ENFORCEMENT: Contractor
acknowledges that County places a high priority on the enforcement of child
support laws and the apprehension of child support evaders. Contractor
understands that it is County's policy to encourage all County Contractors to
voluntarily post County's "L.A.'s ("Los Angeles") Most Wanted: Delinquent
Parents" poster in a prominent position at Contractor's place of business.
- AP-22 -
60E6County's Child Support Services Department will supply Contractor with the
poster to be used.
20. SAFELY SURRENDERED BABY LAW: Contractor shall notify and provide
to each of its officers, employees, agents, and shall require each of Contractor's
subcontractors providing services under this Agreement also notify and provide to each
of its officers, employees, and agents, a fact sheet regarding the Safely Surrendered
Baby Law, its implementation in Los Angeles County, and where and how to safely
surrender a baby. County's fact sheet is available on the Internet at www.babysafela.
org for printing and review purposes. Further, Contractor acknowledges that County
places a high priority on the implementation of the Safely Surrendered Baby Law.
Contractor understands that it is County's policy to encourage Contractor and all of its
subcontractors, providing services under this Agreement, if any, to voluntarily post
County's "Safely Surrendered Baby Law" poster in a prominent position at their place of
business. County's Department of Children and Family Services will supply Contractor
with the poster to be used.
21. CONSIDERATION OF COUNTY'S DEPARTMENT OF PUBLIC SOCIAL
SERVICES ("DPSS") GREATER AVENUES FOR INDEPENDENCE ("GAIN")
PROGRAM OR GENERAL RELIEF OPPORTUNITY FOR WORK ("GROW")
PARTICIPANTS FOR EMPLOYMENT: Should Contractor require additional or
replacement personnel after the effective date of this Agreement, Contractor shall give
consideration for any such employment openings to participants in County's DPSS
GAIN or GROW program(s), who meet Contractor's minimum qualifications for the open
position in accordance with Contractor's Civil Service Rules. Such consideration and/or
offers of employment shall be limited to vacancies in Contractor's staff needed to
provide services under this agreement that occur during the agreement term.
For this purpose, consideration shall mean that Contractor will review qualified
- AP-23 -candidates in accordance with Contractor's Civil Service Rules regarding appointment.
County will refer GAIN/GROW participants by job category to Contractor. In the event
that both laid-off County employees and GAIN/GROW participants are available for
hiring, County employees shall be given first priority, in accordance with Contractor's
Civil Service Rules.
22. CONTRACTOR'S WILLINGNESS TO CONSIDER COUNTY'S
EMPLOYEES FOR EMPLOYMENT: To the degree permitted by Contractor's civil
service system and its agreements with its collective bargaining units, Contractor
agrees to receive referrals from County's Department of Human Resources of qualified
permanent employees who are targeted for layoff or qualified former employees who
have been laid off and are on a re-employment fist during the life of this Agreement.
Such referred permanent or former County employees shall be given first consideration
of employment as Contractor vacancies occur after the implementation and throughout
the term of this Agreement when in accordance with Contractor's Civil Service Rules.
Such consideration and/or offers of employment shall be limited to vacancies in
Contractor's staff needed to provide services under this agreement that occur during the
agreement term.
Notwithstanding this or any other provision of this Agreement, the parties do not in
any way intend that any person shall acquire any rights as a third party beneficiary of
this Agreement
23. SERVICE DELIVERY SITE — MAINTENANCE STANDARDS: Contractor
- AP-24shall assure that the location(s) (e.g., facility/Des]) where Contractor provides services
under the provisions of this Agreement is/are operated at all times in accordance with
County and local community standards with regard to property maintenance and repair,
graffiti abatement, refuse removal, fire safety, landscaping, and in full compliance with
all applicable local laws, ordinances, and regulations relating to the property. County's
periodic monitoring visits to Contractor's facility(ies) shall include a review of compliance
with the provisions of this Paragraph.
24. DAMAGE TO COUNTY BUILDINGS, FACILITIES, OR GROUNDS:
Contractor shall repair, or cause to be repaired, at its own cost, any damages
arising from acts or omissions relating to this Agreement, to County buildings, facilities,
or grounds, caused by Contractor or any officer, employee, or agent, of Contractor, or
subcontractor of Contractor. Such repairs shall be made immediately after Contractor
has become aware of such damage, but in no event, later than thirty (30) calendar days
after the occurrence.
If Contractor fails to make timely repairs, County may make any necessary
repairs on its own. All costs incurred by County for such repairs, as determined by
Director, shall be repaid by Contractor on demand.
25. USE OF RECYCLED — CONTENT PAPER AND BOND PAPER
PRODUCTS: Consistent with County's Board of Supervisors policy to reduce the
amount of solid waste deposited at County landfills, Contractor agrees to use recycled-
content bond paper and paper products to the maximum extent possible in connection
AP-25 -with services to be performed by Contractor under this Agreement
26. NOTICE OF DELAYS: Except as may be otherwise provided under this
Agreement, when either party has knowledge that any actual or potential situation is
delaying or threatens to delay the timely performance of this Agreement, that party shall
within two (2) calendar days, give notice thereof, including all relevant information with
respect thereto, to the other party.
27_ DISCLOSURE AND RESTRICTIONS ON LOBBYING:
A. Federal Certification and Disclosure Requirement: If any federal
monies are to be used to pay for Contractor's services under this Agreement,
Contractor shall comply with all certification and disclosure requirements
prescribed by section 319, Public Law 101-121 (31 U.S.C. section 1352) and any
implementing regulations, and shall ensure that each of its subcontractors
receiving funds provided under this Agreement also fully comply with all such
certification and disclosure requirements.
B. County Lobbyists: Contractor and each County lobbyist or County
lobbyist firm, as defined in Los Angeles County Code Section 2.160.010, retained
by Contractor shall fully comply with the County Lobbyist Ordinance, Los Angeles
County Code Chapter 2.160. Failure on the part of Contractor or any County
lobbyist or County lobbyist firrn retained by Contractor to fully comply with the
County Lobbyist Ordinance shall constitute material breach of this Agreement
upon which County may immediately terminate or suspend this Agreement.
- AP-26 -28. CONFLICT OF INTEREST:
A. No County officer or employee whose position in County enables such
officer or employee to influence the award or the administration of this
Agreement or any competing agreement, and no spouse or economic dependent
of such officer or employee, shall be employed in any capacity by Contractor
herein, or have any other direct or indirect financial interest in this Agreement.
No officer, employee, agent, or subcontractor of Contractor who may
financially benefit from the provision of services hereunder shall in any way
participate in County's approval process for the award of this Agreement or any
competing agreement, or ongoing evaluation of such services under this
Agreement or any competing agreement, or in any way attempt to unlawfully
influence County's approval or ongoing evaluation of such services.
B. Contractor shall comply with all conflict of interest laws, ordinances,
and regulations now in effect or hereafter to be enacted during the term of this
Agreement. Contractor warrants that it is not now aware of any facts which
create a conflict or interest. If Contractor hereafter becomes aware of any facts
which might reasonably be expected to create a conflict of interest, it shall
immediately make full written disclosure of such facts to Director. Full written
disclosure shall include, without limitation, identification of all persons involved
and complete description of all relevant circumstances.
29. COUNTY'S QUALITY ASSURANCE PLAN: Director or his/her agent will
- AP-27 -be allowed to evaluate Contractor's performance (including the performance of any
party providing services on behalf of Contractor) under this Agreement as may be
required from time-to-time for quality assurance purposes, but not less than on an
annual basis. Such evaluation will include, but not be limited to, assessing Contractor's
compliance with all Agreement terms and performance standards. Any Contractor
deficiencies or actions which are found to be in non-compliance with such terms and
performance standards which Director determines are severe or continuing, and that
may place performance of this Agreement in jeopardy if not corrected, will be reported
to County's Board of Supervisors by Director. The report will include a description of
the quality improvement and/or corrective action measures to be taken by Director and
Contractor. If Contractor's performance does not improve after the initiation of such
quality improvement and/or corrective actions, then County may impose other penalties
as may be specified in this Agreement, or may terminate this Agreement immediately.
30. TERMINATION FOR INSOLVENCY, DEFAULT, GRATUITIES AND/OR
IMPROPER CONSIDERATION AND CONVENIENCE:
A. Termination for Insolvency: County may terminate this Agreement
immediately for default in the event of the occurrence of any of the following:
(1) Insolvency of Contractor. Contractor shall be deemed to be
insolvent if it has ceased to pay its debts at least sixty (60) calendar days in
the ordinary course of business or cannot pay its debts as they become
due, whether Contractor has committed an act of bankruptcy or not, and
- AP-28 -whether Contractor is insolvent within the meaning of the federal
Bankruptcy Law or not;
(2) The filing of a voluntary or involuntary petition under the federal
Bankruptcy Law;
(3) The appointment of a Receiver or Trustee for the Contractor;
(4) The execution by Contractor of an assignment for the benefit of
creditors.
The rights and remedies of County provided in this Paragraph shall not be
exclusive and are in addition to any other rights and remedies provided by law or
under this Agreement.
B. Termination for Default:
(1) County may, by written notice of default to Contractor, terminate
the whole or any part of this Agreement immediately if in the sole judgment
of Director any one of the following circumstances has occurred:
a. Contractor has materially breached this Agreement;
b. Contractor fails to timely provide and/or satisfactorily perform
any task, deliverable, service, or other work required either under this
Agreement; or
e. Contractor fails to demonstrate a high probability of timely
fulfillment of performance requirements under this Agreement, or of
any obligations of this Agreement and in either case, fails to
- AP-29 -
16demonstrate 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 Director specifying such failure.
(2) In the event, that County terminates this Agreement in whole or
in part as provided in sub-subparagraph B(1) above, County may procure,
upon such terms and in such manner as County may deem appropriate
goods and services similar to those so terminated. Contractor shall be
liable to County for any and all excess costs incurred by County, as
determined by County, for such similar goods and services. Contractor
shall continue the performance of this Agreement to the extent not
terminated under the provisions of this sub-subparagraph.
(3) Except with respect to defaults of any subcontractor, Contractor
shall not be liable for any such excess costs of the type identified in the sub-
subparagraph above, if its failure to perform this Agreement arises out of
causes beyond the control and without the fault or negligence of Contractor.
Such causes may include, but are not limited to: acts of God or of the public
enemy, acts of 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 Contractor. If the failure to
- AP-30 -perform is caused by the default of a subcontractor, and if such default
arises out of causes beyond the control of both Contractor and
subcontractor, and without the fault or negligence of either of them,
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 Contractor to
meet the required performance schedule. As used in this sub-subparagraph
B(1), the terms "subcontractor" and "subcontractors" mean subcontractor(s)
at any tier.
(4) If after County has given notice of termination under provisions
of sub-subparagraph B(3), it is determined by County that Contractor was
not in default under the provisions of this sub-subparagraph B(3), or that the
default was excusable under the provisions of sub-subparagraph B(2) the
rights and obligations of the parties shall be the same as if the notice of
termination had been issued pursuant to sub-subparagraph B(1).
(5) The rights and remedies of County provided in this subparagraph
B shall not be exclusive and are in addition to any other rights and remedies
provided by law or under this Agreement.
C. Termination for Gratuities and/or Improper Consideration: County
may, by written notice to Contractor, immediately terminate the right of
Contractor to proceed under this Agreement if it is found that gratuities or
- AP-31 -consideration in any form, were offered or given by Contractor, either directly or
through an intermediary, to any County officer, employee, or agent with the intent
of securing the Agreement or securing favorable treatment with respect to the
award, amendment, or extension of the Agreement, or the making of any
determinations with respect to Contractor's performance pursuant to the
Agreement. lit 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.
Contractor shall immediately report any attempt by a County officer,
employee, or agent, to solicit such improper gratuity or consideration. The report
shall be made either to the County manager charged with the supervision of the
officer, employee, or agent, or to the County Auditor-Controller's Employee Fraud
Hotline at (800) 544-6861.
Among other items, such improper gratuities and considerations may take
the form of cash, discounts, services, the provision of travel or entertainment, or
tangible gifts.
D. Termination for Convenience: The performance of services under this
Agreement may be terminated, with or without cause, in whole or in part, from
time to time when such action is deemed by County, in its sole discretion, to be in
its best interest. Termination of services hereunder shall be effected by delivery
to Contractor of a notice of termination to Contractor specifying the extent to
- AP-32 -
fr6which performance of services under this Agreement is terminated and the date
upon which such termination becomes effective, which shall be no less than ten
(10) calendar days after the notice is sent.
After receipt of a notice of termination and except as otherwise directed by
County, Contractor shall:
(1) Stop services under this Agreement on the date and to the
extent specified in such notice of termination; and
(2) Complete performance of such part of the services as shall not
have been terminated by such notice of termination.
Further, after receipt of a notice of termination, Contractor shall submit to
County, in the form and with the certifications as may be prescribed by County,
its termination claim invoice. Such claim and invoice shall be submitted
promptly, but not later than sixty (60) calendar days from the effective date of
termination. Upon failure of Contractor to submit its termination claim and
invoice within the time allowed, County may determine on the basis of
information available to County the amount, if any, due to Contractor in respect to
the termination, and such determination shall be final. After such determination
is made, County shall pay Contractor the amount so determined.
Contractor for a period of five (5) years after fail settlement under this
Agreement, in accordance with the Records and Audits paragraph hereinabove,
shall retain and make available all of its books, documents, records, or other
- AP-33 -
//qevidence bearing on the costs and expenses of Contractor under this Agreement
in respect to the termination of services.
3t CONTRACTOR RESPONSIBILITY AND DEBARMENT:
A. 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 County's policy to conduct business
only with responsible contractors.
B. Contractor is hereby notified that, in accordance with Chapter 2.202 of
the County Code, if County acquires information concerning the performance of
Contractor on this, or other contracts, which indicates that Contractor is not
responsible, County may or otherwise in addition to other remedies provided
under this Agreement, debar Contractor from bidding or proposing on, or being
awarded, and/or performing work on County contracts for a specified period of
time not to exceed five (5) years but may exceed five (5) years or be permanent
if warranted by circumstances, and terminate any or all existing contracts
Contractor may have with County.
C. County may debar a contractor if County's Board of Supervisors finds,
in its discretion, that Contractor has done any of the following: (1) violated a term
of a contract with County or a nonprofit corporation created by County, (2)
committed any act or omission which negatively reflects on Contractor's quality,
fitness, or capacity to perform a contract with County, any other public entity, or a
- AP-34 -nonprofit corporation created by County, or engage 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 County or any other public entity.
D. If there is evidence that Contractor may be subject to debarment, the
Director will notify Contractor in writing of the evidence which is the basis for the
proposed debarment and will advise Contractor of the scheduled date for a
debarment hearing before County's Contractor Hearing Board.
E. County's Contractor Hearing Board will conduct a hearing where
evidence on the proposed debarment is presented. Contractor and/or
Contractor's representative shall be given an opportunity to submit evidence at
that hearing. After the hearing, County's Contractor Hearing Board shall prepare
a tentative proposed decision, which shall contain a recommendation regarding
whether Contractor should be debarred, and, if so, the appropriate length of time
of the debarment. Contractor and DPH shall be provided an opportunity to object
to the tentative proposed decision prior to its presentation to County's Board of
Supervisors.
F. After consideration of any objections, or if no objections are submitted,
a record of the hearing, the proposed decision, and any other recommendation of
County's Contractor Hearing Board shall be presented to County's Board of
Supervisors. County's Board of Supervisors shall have the right to modify, deny,
- AP-35 -
$1or adopt the proposed decision and recommendation of County's Contract
Hearing Board.
G. 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. 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 County.
H. County's Contractor Hearing Board will consider a request for review of
a debarment determination only where (1) Contractor has been debarred for a
period longer than five (5) years; (2) the debarment has been in effect for at least
five (5) years; and (3) the request is in writing, states one or more of the grounds
for reduction of the debarment period or termination of the debarment, and
includes supporting documentation. Upon receiving an appropriate request,
County's Contractor Hearin g Board will provide notice of the hearing on the
request. At the hearing, County's Contractor Health Board shall conduct a
hearing where evidence on the proposed reduction of debarment period or
- AP-36 -termination of debarment is presented. This hearing shall be conducted and the
request for review decided by County's Contractor Hearing Board pursuant to the
same procedures as for a debarment hearing_
County's Contractor Hearing Board's proposed decision shall contain a
recommendation on the request to reduce the period of debarment or terminate
the debarment. County's Contractor Hearing Board shall present its proposed
decision and recommendation to County's Board of Supervisors. County's Board
of Supervisors shall have the right to modify, deny, or adopt the proposed
decision and recommendation of County's Contractor Hearing Board.
L These terms shall also apply to any subcontractors of Contractor.
32.
33. GOVERNING LAW, JURISDICTION, AND VENUE: This Agreement shall
be governed by, and construed in accordance with, the laws of the State of California.
Contractor agrees and consents to the exclusive jurisdiction of the courts of the State of
California for all purposes regarding this Agreement and further agrees and consents
that the venue of any action (other than an appeal or an enforcement of a judgement)
brought by Contractor, or on Contractor's behalf, or on the behalf of any subcontractor,
which arises from this Agreement or is concerning or connected with services
performed pursuant to this Agreement, shall be exclusively in the courts of the State of
California located in Los Angeles County, California.
34. WAIVER: No wavier of any breach or any provision of this Agreement by
- AP-37 -County shall constitute a wavier of any other breach of such provision. Failure of
County to enforce at any time, or from time-to-time, any provision of this Agreement
shall not be construed as a wavier thereof. The remedies herein reserved shall be
cumulative and additional to any other remedies in law or equity.
35. SERVERABILITY: If any provision of this Agreement or the application
thereof to any person or circumstance is held invalid, the remainder of this Agreement
and the application of such provision to other persons or circumstances shall not be
affected thereby.
ADDPROV03/31 /0 8
- AP-38 -