CONTRACT BY AND BETWEEN
COUNTY OF LOS ANGELES
AND
CITY OF SANTA CLARITA
FOR
HOMELESS SERVICES
CONTRACT NUMBER: AO-22-030
CONTRACT PROVISIONS
TABLE OF CONTENTS
PARAGRAPH TITLE PAGE Page i
RECITALS ..................................................................................................................... 1 1 APPLICABLE DOCUMENTS ............................................................................... 2 2 DEFINITIONS ....................................................................................................... 2
2.1 Standard Definitions .................................................................................. 2 3 WORK ................................................................................................................ 4 4 TERM OF CONTRACT ........................................................................................ 4 5 CONTRACT SUM ................................................................................................ 4
5.1 Total Contract Sum .................................................................................... 4
5.2 Written Approval for Reimbursement ......................................................... 4
5.3 Notification of 75% of Total Contract Sum ................................................. 5
5.4 No Payment for Services Provided Following Expiration-Termination of Contract ................................................................................................. 5
5.5 Invoices and Payments .............................................................................. 5
5.6 Default Method of Payment: Direct Deposit or Electronic Funds Transfer..6 6 ADMINISTRATION OF CONTRACT- COUNTY .................................................. 7
6.1 County Administration ............................................................................... 7
6.2 County’s Project Director ........................................................................... 7
6.3 County’s Project Manager .......................................................................... 7
6.4 County’s Contract Project Monitor ............................................................. 8 7 ADMINISTRATION OF CONTRACT-CONTRACTOR ......................................... 8
7.1 Contractor Administration .......................................................................... 8
7.2 Contractor’s Project Manager .................................................................... 8
7.3 Approval of Contractor’s Staff .................................................................... 8
7.4 Contractor’s Staff Identification .................................................................. 9
7.5 Background and Security Investigations .................................................... 9
7.6 Confidentiality ............................................................................................ 9 8 STANDARD TERMS AND CONDITIONS .......................................................... 10
8.1 Amendments ............................................................................................ 10
8.2 Assignment and Delegation/Mergers or Acquisitions ............................... 11
8.3 Authorization Warranty ............................................................................ 12
8.4 Budget Reductions .................................................................................. 12
8.5 Complaints ............................................................................................... 12
CONTRACT PROVISIONS
TABLE OF CONTENTS
PARAGRAPH TITLE PAGE
Page ii
8.6 Compliance with Applicable Law ............................................................. 13
8.7 Compliance with Civil Rights Laws .......................................................... 14
8.8 Compliance with the County’s Jury Service Program .............................. 15
8.9 Conflict of Interest .................................................................................... 16
8.10 Consideration of Hiring County Employees Targeted for Layoff or Re- Employment List ...................................................................................... 17
8.11 Consideration of Hiring GAIN-GROW Participants .................................. 17
8.12 Contractor Responsibility and Debarment ............................................... 18
8.13 Contractor’s Acknowledgement of County’s Commitment to Safely Surrendered Baby Law ............................................................................ 20
8.14 Contractor’s Warranty of Adherence to County’s Child Support Compliance Program ............................................................................... 20
8.15 County’s Quality Assurance Plan ............................................................. 21
8.16 Damage to County Facilities, Buildings or Grounds ................................. 21
8.17 Employment Eligibility Verification ........................................................... 22
8.18 Counterparts and Electronic Signatures and Representations ................ 22
8.19 Fair Labor Standards ............................................................................... 23
8.20 Force Majeure .......................................................................................... 23
8.21 Governing Law, Jurisdiction, and Venue.................................................. 23
8.22 Independent Contractor Status ................................................................ 24
8.23 Indemnification ......................................................................................... 24
8.24 General Provisions for all Insurance Coverage ........................................ 25
8.25 Insurance Coverage ................................................................................ 29
8.26 Liquidated Damages ................................................................................ 30
8.27 Most Favored Public Entity ...................................................................... 31
8.28 Nondiscrimination and Affirmative Action ................................................. 31
8.29 Non Exclusivity ........................................................................................ 33
8.30 Notice of Delays ....................................................................................... 33
8.31 Notice of Disputes .................................................................................... 33
8.32 Notice to Employees Regarding the Federal Earned Income Credit ........ 33
8.33 Notice to Employees Regarding the Safely Surrendered Baby Law ........ 34
8.34 Notices ..................................................................................................... 34
8.35 Prohibition Against Inducement or Persuasion ........................................ 34
CONTRACT PROVISIONS
TABLE OF CONTENTS
PARAGRAPH TITLE PAGE
Page iii
8.36 Public Records Act .................................................................................. 34
8.37 Publicity ................................................................................................... 35
8.38 Record Retention and Inspection-Audit Settlement ................................. 35
8.39 Recycled Bond Paper .............................................................................. 37
8.40 Subcontracting ......................................................................................... 37
8.41 Termination for Breach of Warranty to Maintain Compliance with County’s Child Support Compliance Program .......................................... 38
8.42 Termination for Convenience ................................................................... 38
8.43 Termination for Default ............................................................................ 39
8.44 Termination for Improper Consideration .................................................. 40
8.45 Termination for Insolvency ....................................................................... 41
8.46 Termination for Non-Adherence of County Lobbyist Ordinance ............... 42
8.47 Termination for Non-Appropriation of Funds ............................................ 42
8.48 Validity ..................................................................................................... 42
8.49 Waiver ...................................................................................................... 42
8.50 Warranty Against Contingent Fees .......................................................... 42
8.51 Warranty of Compliance with County’s Defaulted Property Tax Reduction Program .................................................................................. 43
8.52 Termination for Breach of Warranty to Maintain Compliance with County’s Defaulted Property Tax Reduction Program ............................. 43
8.53 Time off for Voting ................................................................................... 43
8.54 Compliance with County’s Zero Tolerance Policy on Human Trafficking . 44
8.55 Compliance with Fair Chance Employment Practices……………………..44
8.56 Compliance with the County Policy of Equity……………………………… 44
8.57 COVID-19 Vaccinations of County Contractor Personnel ……………… 45
8.58 Prohibition from Participation in Future Solicitation(s) ……………… .... 47 9 UNIQUE TERMS AND CONDITIONS ................................................................ 47
9.1 Contractor’s Charitable Activities Compliance ......................................... 47
SIGNATURES .............................................................................................................. 48
CONTRACT PROVISIONS
TABLE OF CONTENTS
Page iv
STANDARD EXHIBITS
A Statement of Work
B Pricing Schedule
C County’s Administration
D Contractor’s Administration
E Contractor Acknowledgement and Confidentiality Agreement F Safely Surrendered Baby Law
G COVID-19 Vaccination Certification of Compliance
H Certificate of Compliance
CITY OF SANTA CLARITA Page 1
AO-22-030
CONTRACT BETWEEN
COUNTY OF LOS ANGELES
AND
CITY OF SANTA CLARITA
FOR
HOMELESS SERVICES
This Contract (“Contract”) is made and entered into by and between the County of Los Angeles, hereinafter referred to as “County” and CITY OF SANTA CLARITA, hereinafter referred to as “Contractor” for homeless services.
RECITALS
WHEREAS, Contracto r desire s to provide , an d County desire s to acquir e from Contractor, services as a contractor; and
WHEREAS, on July 13, 2021 the Los Angeles County Board of Supervisors ("Board") approved the County Fiscal Year 2021-22 Homeless Initiative funding recommendations by the County Chief Executive Office and delegated authority to the Chief Executive Officer, or her designee, to prepare, execute, and amend agreements with Councils of Governments (COGs) and cities with the authority to increase contract sums up to ten percent subject to sufficient Measure H funding and review and approval as to form by County Counsel; and
WHEREAS, pursuant to Government Code section 26227, the Board may appropriate and expend money to establish County programs or to fund other programs deemed to be necessary to meet the social needs of the population of the County; and WHEREAS, the Contractor will provide regional homeless coordination services to support member cities in their goal to prevent and combat homelessness regionally; and WHEREAS, the County Homeless Initiative Unit will provide up to a maximum of $193,443 in Measure H Funds to fund this contract.
NOW THEREFORE, in consideration
of the mutual covenants contained herein, and for
good and valuable consideration, the parties agree to the following:
CITY OF SANTA CLARITA Page 2
AO-22-030
1 APPLICABLE DOCUMENTS
Exhibits A, B, C, D, E, F, G, and H, are attached to and form a part of this Contract. In the event of any conflict or inconsistency in the definition or interpretation of any word, responsibility, sche dule, or the contents or description of any task, deli verable, goods, service, or other work, or otherwise between the base Contract and the Exhibits, or be tween Exhibits, such conflict or inconsistency shall be resolved by giving precedence first to the terms and conditions o f the Contract and then to the Ex hibits according to the following priority.
Standard Exhibits:
1.1 Exhibit A - Statement of Work
1.2 Exhibit B - Pricing Schedule
1.3 Exhibit C - County's Administration
1.4 Exhibit D - Contractor’s Administration
1.5 Exhibit E - Contractor Acknowledgement and Confidentiality Agreement
1.6 Exhibit F - Safely Surrendered Baby Law
1.7 Exhibit G - COVID-19 Vaccination Certification of Compliance
1.8 Exhibit H - Certificate of Compliance
This Contract constitutes the complete and exclusive statement of und erstanding between the parties, and supersedes all previous contracts, written and oral, and all communica tions between the parties relating to the subject matter of this Contract. No change to this Contract shall be va lid unless prepared pursuant to Paragraph 8.1 (Amendments) and signed by both parties.
2 DEFINITIONS
2.1 Standard Definitions:
The headings herein contained are for convenience and reference only and are not intended to define the scope of any provision thereof. The following words as use d h erein shall be construed to have the following meaning, unless otherwise apparent from the context in which they are used.
2.1.1 Contract: This ag reement executed between County and Contractor. Included are all supplemental agreements amending or
CITY OF SANTA CLARITA Page 3 AO-22-030
extending the service to be performed. The Contract sets forth the terms and conditions for the issuance and performance of all tasks, deliverables, services and other work.
2.1.2 Contractor: The person or persons, sole proprietor, partnership, joint venture, corporation or other legal entity who has entered into an agreement with the C ounty to perform o r execute the work covered by this contract.
2.1.3 Statement of Work: The directions, provisions, and requirements provided herein and special provisions pertai ning to the method, frequency, manner and place of performing the contract services.
2.1.4 Subcontract: An agreement by the contractor to employ a subcontractor to provide services to fulfill this contract.
2.1.5 Subcontractor: Any individual, person or persons, sole proprietor, firm, partnership, joint venture, corporation, or othe r l egal entity furnishing supplies, services of any nature, equipment, and/or materials to contractor in furtherance of contractor's performance of this contract, at any tier, under oral or written agreement.
2.1.6 Board of Supervisors (Board): The Board o f Supervisors of the County of Los Angeles acting as governing body.
2.1.7 County Project Manager: Person designated by County’s Project Director to manage the operations under this contract.
2.1.8 County Contract Project Monitor: Person with responsibility to oversee the day to day activities of this contract. Responsibility for inspections of any and all tasks, deliverables, goods, services and other work provided by the contractor.
2.1.9 County Project Director: Person designated by County with authority for Cou nty on contractual or administrative matters relating to this contract that cannot be resolved by the County’s Project Manager.
2.1.10 Day(s): Calendar day(s) unless otherwise specified.
2.1.11 Contractor Project Manager: The person designated b y the Contractor to administer the Contract operations under this Contract.
2.1.12 Fiscal Year: The twelve (12) month period beginning July 1st and
CITY OF SANTA CLARITA Page 4 AO-22-030
ending the following June 30th.
3 WORK
3.1 Pursuant to the provisions of this Contract, the Contractor shall fully perform, complete and deliver on time, all tasks, deliverables, services and other work as set forth in herein.
3.2 If the Contractor provides any tasks, deliverables, goods, services, or other work, other than as specified in this contract, the same shall be deemed to be a gratuitous effort on the part of the contractor, and the contractor shall have no claim whatsoever against the County.
4 TERM OF CONTRACT
4.1 The term of this Contract shall commence upon execution by the County’s Chief Exec utive O fficer and shall expire in one (1) year, unless sooner terminated or extended, in whole or in part, as provided in this Contract.
4.2 The County shall have the sole option to extend this Contract term for an additional 12 -month period, for up to an additional four ( 4) years. Each such extension option shall be exercised at the sole discretion of the Chief Executive Officer, or her designee as authorized by the Board of Supervisors.
5 CONTRACT SUM
5.1 Total Contract Sum
The Maxi mum Amount of this Con tract shall be as set forth in Exhibit B (Pricing Schedule) for the term of this Contract as set forth Paragraph 4.0 - Term of Contract, above. Any costs incurred to complete this Contract in excess of the maximum not -to-exceed cost will be borne by the Contractor.
5.2 Written Approval for Reimbursement
The Contractor shall not be entitled to payment or reimbursement for any tasks or services performed, nor for any incidental or admi nistrative expenses whatsoever incurred in or incide ntal to performance hereunder, except as specified herein. Assumptio n or takeove r of any of the Contractor’s duties, responsibilities, or obligations, or performance of same by any person or entity other than the Contrac tor, whether through assignment, su bcontract, delegatio n, me rger, buyout, or any other mechanism, with or without consideration for any reason whatsoever, shall
CITY OF SANTA CLARITA Page 5 AO-22-030
not occur except with the County’s express prior written approval.
5.3 Notification of 75% of Total Contract Sum
The Contractor shall maintain a sys tem o f record keeping that will allow the Contractor to deter mine when it has incurred seventy -five percent (75%) of the total contract sum under this Contract. Upon occurrence of this event, the Con tractor shall send written notificat ion to Chief Executive Office at the address herein provided i n Exhibit C (County’s Administration).
5.4 No Payment for Services Provided Following Expiration - Termination of Contract
The Contractor shall have no claim a gainst County for payment of any money or reimbursement, of a ny kind whatsoever, for any s ervice provided by the Cont ractor after the expiration or other termination of this Contract. Should the Contractor receive any such payment it shall immediately not ify County and shall immediately repay all such funds to County. Payment by County for se rvices rendered after expir ation- termination of this Contract shall not constitute a waiver of County’s right to recover such payment from the Contrac tor. This provision shall survive the expiration or other termination of this Contract.
5.5 Invoices and Payments
5.5.1 The Contra ctor shall invoice the County only for providing the tasks, deliverables, goods, services, and other work specified in Exhibit A (Statement of W ork) and elsewhere hereunder. T he Contractor shall prepare invoices, which shall incl ude the charges owed to the Contractor by the County under the terms of this Contract. The Contractor’s payments shall be as provided in Exhibit B (Pricing Schedule) and the Contractor shall be paid onl y for the tasks, del iverables, goods, services, and ot her work approved in writing by the County. If the County does not approve work in writing no payment shall be due to the Contractor for that work.
5.5.2 The Contra ctor’s invoices shall be priced in a ccordance with Exhibit B (Pricing Schedule).
5.5.3 The Contractor’s invoices shall contain the information set forth in Exhibit A (Statement of Work ) describing the tasks, deliverables, goods, services, work hours, and facility and/or other work for
CITY OF SANTA CLARITA Page 6 AO-22-030
which payment is claimed.
5.5.4 The Contractor shall submit the monthly invoices to the County by the 15th calendar day of the month following the month of service and sent electronically to: [email protected]
5.5.5 County Approval of Invoices
All invoices submitted by the Contractor for payment must have the written approval of the County’s Project Manager prior to any payment thereof. In no event shall the County be liable or responsible for any payment prior to such writt en ap proval.
Approval for payment will not be unreasonably withheld.
5.5.6 Local Small Business Enterprises – Prompt Payment Program
Certified Local Small Business Enterprises (LSBEs) will receive prompt payment for services they provide to County departments.
Prompt payment is defined as fifteen (15 ) calendar days after receipt of an undisputed invoice.
5.6 Default Method of Payment: Direct Deposit or Electronic Funds Transfer
5.6.1 The Coun ty, at its sole discretion, has deter mined that the most efficient and secure default form of paym ent for goods and/or services provided under an agreement/ contract with the County shall be Electronic Funds Transfer (EFT) or direct deposit, unless an alte rnative method of payment is deemed a ppropriate by the Auditor-Controller (A-C).
5.6.2 The Contr actor shall submit a direct deposit authorization request via the website https://directdeposit.lacounty.gov with banking and vendor information, and any other infor mation that the A -C determines is reason ably necessary to pro cess the payment and comply with all accounting, record keeping, and tax reporting requirements.
5.6.3 Any provision of law, grant, or funding agreement requiring a specific form or meth od of payment other than EFT or direct deposit shal l supersede this requirement with respect to those payments.
CITY OF SANTA CLARITA Page 7 AO-22-030
5.6.4 At any time during the duration of the agreement/con tract, a Contractor may submit a written request for an exemption to thi s requirement. Such request must be based on specific legal, business or operational needs and explain why the payment method designated by the A -C is not feasible and an alternative is n ecessary. The A -C, in consultation w ith the contracting d epartment(s), shall decide whether t o approve exemption requests.
6 ADMINISTRATION OF CONTRACT - COUNTY
6.1 County Administration
A listing of all County Administration referenced i n the following subparagraphs are designated in Exhibit C (County’s Administration). The County will notify the Contractor in writin g of any change in the names or addresses shown.
6.2 County’s Project Director
6.2.1 The role of the County’s Project Director may include:
6.2.1.1 Coordinating with Contract or and ensuring Contractor’s performance of the Contract; however, in no event sh all Contractor’s obligation to fully satisfy all of the
requirements of this Contra ct be relieved, ex cused or limited thereby; and
6.2.1.2 Upon request of the Contractor, providing direction to the Contractor, as appropriate in ar eas relating to County policy, information requirements, and procedural
requirements; however, in no event, shall Contractor’s
obligation to fully sa tisfy all of the requirements of this Contract be relieved, excused or limited thereby.
6.3 County’s Project Manager
6.3.1 The role of the County’s Project Manager is authorized to include:
6.3.1.1 Meeting with the Contractor’s Project Manager on a regular basis; and
6.3.1.2 Inspecting any and all tasks, de liverables, goods, services, or other work provided by or on behalf of the Contra ctor; however, in no event shall Contractor’s obligation to fully
CITY OF SANTA CLARITA Page 8 AO-22-030
satisfy all of the requirements of this Contract be relie ved, excused or limited thereby.
The County’s Projec t M anager is not auth orized to make any changes in any of the terms and conditions of this Contract and is not authorized to further obligate County in any respect whatsoever.
6.4 County’s Contract Project Monitor
The role of the County’s Project Monito r i s to oversee the d ay-to-day administration of t his Contract ; however, in no ev ent shall Contractor’s obligation to fully satisfy all of the requirements of this Contract be relieved, excused or limited thereby. The P roject Monitor reports to the County’s Project Manager.
7 ADMINISTRATION OF CONTRACT - CONTRACTOR
7.1 Contractor Administration
A listing of all of Contractor’s Administration referenced in the following paragraphs is designated in Exhibit D (Contractor’s Administration). The Contractor will notify the County in writing of any change i n the names or addresses shown.
7.2 Contractor’s Project Manager
7.2.1 The Contractor’s Project Manager is designated in Exhibit D (Contractor’s Administr ation). The Con tractor shall notify the County in w riting of any change in t he name or address of the Contractor’s Project Manager.
7.2.2 The Contractor’s Project Manager shall be responsible for the Contractor’s day -to-day activities as related to this Contract and shall meet and coordinate with County’ s P roject Manager and County’s Contract Project Monitor on a regular basis.
7.3 Approval of Contractor’s Staff
County has the absolute right to approve or disapprove all of the Contractor’s staff perfo rming work hereun der and any proposed changes in the Contractor’s staff, i ncluding, but not li mited to, the Contractor’s Project Manager.
CITY OF SANTA CLARITA Page 9 AO-22-030
7.4 Contractor’s Staff Identification
Contract shall provide, at Contractor’s expense, all staff providing services under this Contract with a photo identification badge.
7.5 Background and Security Investigations
7.5.1 Each of Contractor’s staff perf orming services under this Contract, who is in a designated sensitive position, as determined by County in County's sole d iscretion, shall undergo and pass a background investigation to the satisf action of County as a condition of beginning and continuing to perform services under this Contract.
Such background investigation must be obtained through
fingerprints submitted to the California De partment of Justice to include State , l ocal, and federal -level review, which may include, but shall not be limited to , criminal conviction information. The fees associated with the background investigation shall be at the expense of the C ontractor, regard less of whether the member of Contractor’s staff passes or fails the background investigation.
If a member of Cont ractor’s staff does not pass the background investigation, County may request that the member of Contractor’s staff be rem oved immediately from performing services under the Contract. Contractor shall comply with Co unty’s request at any time during the te rm of the Contract. County will not provide to Contractor or to Contractor’s staff any information obtained through the County’s background investigation
7.5.2 County, in its sole discretion, may immediately deny or terminate facility access to any mem ber of Contractor’s staff that does not pass such investigation to the satisfaction of the County or whose background or conduct is incompatible with County facility access.
7.5.3 Disqualification of any member of Contractor’s staff pursuant to this Paragraph 7. 5 shall not relieve Contractor of its obligation to complete all work in accordance with the terms and conditions of this Contract.
7.6 Confidentiality
7.6.1 Contractor shall m aintain the confident iality of all record s and information in accordance with all applicable Federal, State , and local laws, rules, regulations, ordinances, directives, guidelines, policies and procedures relating to confidentiality, including, without
CITY OF SANTA CLARITA Page 10 AO-22-030
limitation, County polic ies c oncerning inform ation technology security and the protection of confidential records and information.
7.6.2 Contractor shall indemnify, defend, and hold harmless County, its officers, employees, and ag ents, from and against any and all claims, demands, damages, liabilities, losses, costs and expenses, including, with out limitation, defense costs and legal, accounting and other expert, consulting, or professional fees, arising from, connected with, or re lated to any failure by Contractor, its officers, employees, agents, or subco ntractors, to comply with this Paragraph 7.6, as determined by County in its sole judgment. Any legal defense pursuant to contractor’s indemnification obligations under this Parag raph 7.5 shall be conducted by contr actor and performed by co unsel selected b y Contractor and approved by County. No twithstanding the preceding sentence, County shall have the right to participate in any such defense at its sole cost and expense, except that in the event Contractor fails to provide County with a fu ll and adequate defense, as determined by County in its sole judgment, County shall be entitled to retain its own counsel, including, without limitation, County Counsel, and to r eimbursement from Contractor for all such costs and expenses incurred by County in doing so. Contractor shall not have the right to e nter into any settlement, agree to any injunction, or make any admission, in each case, on behalf of County without County’s prior written approval.
7.6.3 Contractor shall inform al l o f its officers, e mployees, agents and subcontractors providing services hereun der of the confidentiality provisions of this Contract.
Contractor shall sign and adhere to the provisions of the “Contractor Acknowledgem ent a nd Confidentiality Agreement”, Exhibit E.
8 STANDARD TERMS AND CONDITIONS
8.1 Amendments
8.1.1 For any change which affects the scope of work, term, contract sum, payments, or any term or condition included under this Contract, an amendment to the Contract shall be prepared and execute d by the contractor and by Chief Executive Officer or his/her designee.
8.1.2 For any change which does not materially affect the statement of work, or any other term or condition included under this Con tract, a Change Notice shall be prepared and signed by the County’s Project
CITY OF SANTA CLARITA Page 11 AO-22-030
Manager and Contractor’s Project Manager.
8.1.3 The Chief Executive Officer or designee may require the addition and/or change of certain terms and conditions in the Contract during the term of this Contract. The County reserves the right to add and/or change such provisio ns as required by the Chief Executive Officer. To implement such changes, an Amendment to the Contract shall b e prepared and executed by the c ontractor and by Chief Executive Officer and his/her designee.
8.1.4 The Chief Executive Officer or his/her designee, may at his/her sole discretion, authorize extensions to the term of this Contract. The contractor agrees that such extensions of time shall not change any other term or condit ion o f this Contract during the peri od of such extensions. T o implement an extension of time, an Amendment to the Contract shall be prepared and executed by the contractor and by Chief Executive Officer.
8.2 Assignment and Delegation/Mergers or Acquisitions
8.2.1 The contractor shall not ify the County of a ny pen ding acquisitions/mergers of its company unless otherwis e legally prohibited from doing so. If the contractor is restricted from legally notifying the County of pending acquisit ions/mergers, then it should notify the County of the actual acquisitions/mergers as soon as t he law allows and provide to the County t he legal framework that restricted it from notifying the County prior to the actual acquisitions/mergers.
8.2.2 The contractor shall not assign its rights or delegate its duties under this Contract, or both, whether in whole or in part, without the prior written consent of County, in its discretion, and any attempted assignment or delegation without such consent shall be nu ll and void. For purposes of this paragraph, County consent shall require a written Amendment to the Contract, which is formally appro ved and executed by the parties. Any payments by the County to any approved delegatee or assignee on any claim under thi s Contract shall be deductible, at County’s sole discr etion, against the claims, which the contractor may have against the County.
8.2.3 Shareholders, partners, members, or other equity holders of contractor may transfer, sell, exchange, assign, or divest themselves of any interest they may have therein. Ho wever, in the event any such sale, transfer, exchange, assignment, or divestment is affected in such a way as to give majority control of contractor to any
CITY OF SANTA CLARITA Page 12 AO-22-030
person(s), corporation, partnership, or legal entity other than the majority controlling interest th erein at the time o f exec ution of the Contract, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Contract.
8.2.4 Any assumption, assignment, delegation, or takeover of any of the contractor’s duties, responsibilities, obligations, or performance of same by any person or entity other than the contractor, whether through assignment, subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoeve r without County’s express prior writt en approval, shall be a material breach of the Contract which may result in the termination of this Contract. In the ev ent of such termination, County shall be entitled to p ursue the same reme dies a gainst contractor as it could pursue in the event of default by contractor.
8.3 Authorization Warranty
The contractor represents and warrants that the person executing th is Contract for the contractor is an authorized agent who ha s actual authority to bind the contractor to each and every term, condition, and obligation of this Contract and that all requirements of the contractor have been fulfilled to provide such actual authority.
8.4 Budget Reductions
In the event that the Coun ty’s Board of Super visors adopts, in any fiscal year, a County Budget which provi des for reductions in the salaries and benefits paid to the majority of County employees and imposes similar reductions with respect to Cou nty contracts, the County reserves t he right to reduce its pa yment obligation under this Contract correspondingly for that fiscal year and any subsequent fiscal year during the term of this Contract (including any extensions) , and the servi ces to be provid ed by the contractor under this Cont ract shall also be reduced correspondingly.
The County’s notice to the contractor regarding said reduction in payment obligation shall be provided within thirty (30) calendar days of the B oard’s approval of such actions . Except as set forth in the preced ing sentence, the contractor shall continue to provide all of the services set fo rth in this Contract.
8.5 Complaints
8.5.1 The contractor shall develop, maintain, and operate procedures fo r
CITY OF SANTA CLARITA Page 13 AO-22-030
receiving, investigating and responding to complaints.
8.5.2 Complaint Procedures
8.5.2.1 Within thirty (30) business days after the Contract effective date, the contractor shall provide the County with the contractor’s policy for receiving, investigating and responding to user complaints.
8.5.2.2 The County will review the contractor’s policy and provide the contractor with approval of said plan or with
requested changes.
8.5.2.3 If the County requests changes in the contractor’s policy, the contractor shall make such changes and resubmit the plan within fifteen (15) business days for Co unty
approval.
8.5.2.4 If, at any time, the contractor wishes t o change the contractor’s policy, the contractor shall submit proposed changes to the County for approval be fore
implementation.
8.5.2.5 The contractor shall preliminarily inv estigate all complaints a nd notify the County’s Project Manager of
the status of the investigation within thirty (30) business days of receiving the complaint.
8.5.2.6 When complaints cannot be resolved informally, a system of follow -through shall be insti tuted which adhere s to formal plans for specific actions and strict time deadlines.
8.5.2.7 Copies of all written responses shall be sent to the County’s Project Manager within ten (10) business days
of mailing to the complainant.
8.6 Compliance with Applicable Law
8.6.1 In the performance of this Contract, contractor shall comply with all applicable Federal, State and local laws, rules, regulations, ordinances, directives, guidelines, pol icies and proce dures, and all provisions required thereby to be included in this Contract are hereby incorporated herein by reference.
8.6.2 Contractor shall indemnify, defend, and hold harmless County, its officers, employees, and agents, from and against any and all
CITY OF SANTA CLARITA Page 14 AO-22-030
claims, demands, damages, liabilities, losses, costs, and expenses, including, without limitation, defense costs and legal, accounting and other expert, consulting or professional fees, arising from, connected with, or related to any failure b y contractor, its officers, employees, agents, or subcontractors, t o c omply with any such laws, rules, regulations, ordinances, directives, guidelin es, policies, or procedures, as determined by County in its sole judgment. Any legal defense pursuant to contractor’s inde mnification obli gations under Paragraph 8.6 (Compliance with Applicabl e Law) shall be conducted by contractor and performed by counse l selected by contractor and approved by County. Notwithstanding the preceding sentence, County shall have the right to pa rticipate in any such defense at its sole cost and e xpense, except tha t in th e event contractor fails to provide County with a full a nd adequate defense, as determined by County in its sole judgment, County shall be entitled to retain its ow n counsel, incl uding, without l imitation, County Counsel, and to reimbursement from contractor for all such costs and expenses incurred by County in doing so. Contractor shall not have the right to enter into any settlement, agree to any injunction or oth er equitable relief, or make an y admission, in each case, on behalf of County without County’s prior written approval.
8.7 Compliance with Civil Rights Laws
8.7.1 The contractor hereby assures that it will comply with Subchapter VI of the Civ il Rights Act of 1964, 42 USC Sections 2000 ( e) (1) through 2000 (e) (17), to the end that no perso n will, on the grounds of race, creed, color, sex, religion, an cestry, age, condition of physical handicap, marital status, political affiliation, or nationa l origin, be excluded from pa rticipation in, be denied the benefits of, or be oth erwise subjected t o discrimination under this Contract or under any project, prog ram, or activity supported by this Contract.
Additionally, contractor certifies to the County:
8.7.1 That contractor has a written policy s tatement prohibiting discrimination in all phases of employment.
8.7.2 That contractor periodically conducts a self -analysis or utilization analysis of its work force.
8.7.3 That Contractor has a system for de termining if its employment p ractices are dis criminatory against protected groups.
CITY OF SANTA CLARITA Page 15 AO-22-030
8.7.4 Where pro blem ar eas are identified in employment practices, the Contract or has a system for taking
reasonable corrective action, to include establishment of goals or timetables.
8.8 Compliance with the County’s Jury Service Program
8.8.1 Jury Service Program:
This Contract is subject to the provisions of the County’s ordi nance entitled Contractor Employee Jury Service (“Jury Service Program”) as codified in Sections 2.203.010 through 2.203.090 of the Los Angeles County Code.
8.8.2 Written Employee Jury Service Policy.
1. Unless the contractor has demonstra ted to the Count y’s satisfaction either that the contractor is not a “ contractor” as defined under the Jury Service P rogram (Section 2.203.020 of the County Code) or that the contractor qualifies for an exception to the Jury Service Program (Section 2.203. 070 of the County Code), the contractor shall have a nd adhere to a written po licy that provides that its Employees sh all receive from the contractor, on an annual basis, no less than five days of regular pay for actual jury service. The policy may provide that Employees deposit any fees received for such jury service with t he contractor or that the contractor deducts from the Employee’s regular pay the fees received for jury service.
2. For purposes of this paragraph, “contractor” means a person, partnership, corporation or o ther entity which has a contract with the County or a subcontract with a County contractor and has received or will receive an aggregate sum of fifty thousand dollars ($50,000) or more in any twelve ( 12) month period under one or more Cou nty contracts or s ubcontracts.
“Employee” means any Ca lifornia resident who is a full -time employee of the contractor. “Full-time” means forty (40) hours or more worked per week, or a lesser number of hours if: 1) the lesser number is a recognized industry standard as determined by the County, or 2) contractor has a long - standing p ractice that defines the lesser number o f 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 c onsidered full -time for purposes of the Jury Service Program. If the contractor uses any subcontractor to
CITY OF SANTA CLARITA Page 16 AO-22-030
perform se rvices for the County under the Contract, the subcontractor shall also be subject to the provisions of this paragraph. The provisions of th is paragraph shall be inserted into any such subcontract agreement and a copy of the Jury Service Program shall be attached to the agreement.
3. If the contractor is not required to comply with the Jury Service Program when the Contract commen ces, the contractor shall have a continuing obligati on to review the applicability of its “exception status” from the Jury Service Pr ogram, and the contractor shall immediately notify the County if the contractor at any time either comes within the Jury Se rvice Program’s definition of “contractor” or if the contractor no longer qualifies for an exception to the Jury Serv ice Program. In either event, the contractor shall immediately implement a written policy consistent with the Jury Service Program. The C ounty may also r equire, at any time during the Contr act and at its so le discretion, that the contractor demonstrate, to the County’s satisfaction that the contractor either continues to remain outside of the Jury Service Program’s definition of “ contractor” and/or that the contractor continues to qualify for an exception to the Program.
4. Contractor’s violation of this paragraph of the Co ntract may constitute a material breach of the Contract. In the event of such material breach, County may, in its sole dis cretion, terminate the Contract and/or bar the contractor from the award of f uture County contracts for a period of t ime consistent with the seriousness of the breach.
8.9 Conflict of Interest
8.9.1 No County employee whose position with the County enables such employee to influence the award of this Contract or any competing Contract, and no spouse or economic depende nt of such
employee, shall be employed in any capacity by the contractor or have any other direct or indirect financial interest in this Co ntract.
No officer or employee of the contractor who may financially benefit from the performance of work hereunder shall in any way participate in the County’s approval, or ongoing evaluation, of such work, or in any way attempt to unlawfully influence t he County’s approval or ongoing evaluation of such work.
8.9.2 The contractor shall comply with all conflict of inter est laws, ordinances, and regulations now in effect or hereafter to be
CITY OF SANTA CLARITA Page 17 AO-22-030
enacted during the term of this Contract. The contractor warrants that it is not no w aware of any facts that create a c onflict of interest. If the contractor hereafter becomes aware o f any facts that might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such f acts to the County. Full written disclosure shall i nclude, but is not limited to, identification of all persons impl icated and a com plete description of all relevant circumstances. Failure to comply with the provisions of this paragraph shall be a materi al breach of this Contract.
8.10 Consideration of Hiring County Employees Targeted for Layoff or Re- Employment List
Should the contractor require additional or replacement personnel after the effective date of this Contract to perform the services set for th herein, the contractor shall give first consideration for such emp loyment openings to qualified, permanen t County employees who ar e targeted for layoff or qualified, former County employees who are on a re-employment list during the life of this Contract.
8.11 Consideration of Hiring GAIN-GROW Participants
8.11.1 Should the contractor require additional or replacement personnel after the effective date of this Contract, the contractor shall give consideration for any such employment openings to participants in the Co unty‘s Department of Public Social Ser vices Greater Avenues for Independence (GAIN) Program or General Relief Opportunity for Work (GROW) Program who meet the contractor’s minimum qualifications for the open position. For this purpose, consideration shall mean that the contractor will interview qualified candidates. The County will refer GAIN-GROW participants by job category to the contractor. Contractors shall report all job openings with job requirements to:
[email protected] and
[email protected] and DPSS will refer
qualified GAIN/GROW job candidates.
8.11.2 In the event that both laid-off County employees and GAIN/GROW participants are a vailable for hiring, County emp loyees shall be given first priority.
8.12 Contractor Responsibility and Debarment
CITY OF SANTA CLARITA Page 18 AO-22-030
8.12.1 Responsible Contractor
A responsible contractor is a contractor who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity and ex perience to satis factorily perform the contract. It is the County’s policy to co nduct business only with responsible contractors.
8.12.2 Chapter 2.202 of the County Code
The contractor is hereby notified that, in accordance with Chapter
2.202 of the County Code , if the County acquires information concerning the performa nce of the contractor on this or other contracts which indicates that the contractor is not re sponsible, the County may , in addition to other remedies provided in the Contract, debar the contractor from bidding or proposing on, or being awarded, and/or performing work on County contracts for a specified period of time, which generally will not exce ed five (5) years but may exceed five (5) years or be permanent if warranted by the circumstances, and terminate any or all existing contracts the contractor may have with the County.
8.12.3 Non-responsible contractor
The Co unty may debar a contractor if the Board of Supervisors finds, in its discretion, that the contractor has done any of the following: 1) violated a term of a contract with the Cou nty or a nonprofit corporation created by the County , 2) committed an act or omission which negatively refle cts on the contractor’s quality, fitness or capacity to perform a contract with the County, any other public entity, or a nonprofit corporation crea ted by the County, or engaged in a pattern or practi ce which negative ly reflects on same, 3) committed an ac t or offense which indica tes a lack of business int egrity or business honesty, or 4) made or submitted a false claim against the County or any other public entity.
8.12.4 Contractor Hearing Board
8.12.4.1 If there is evidence that the contractor may be su bject to debarment, the D epartment will notify the contractor in writing of the evidence which is the basis for the
proposed debarment and will advi se the contractor of
the scheduled date for a debarment hearing before the
Contractor Hearing Board.
CITY OF SANTA CLARITA Page 19 AO-22-030
8.12.4.2 The Contractor Hearing Board will conduct a hearing where evidence on the proposed debarment is
presented. The contractor and/or the contractor’s
representative shall be given an opportunity to submit
evidence a t that h earing. After the hearing, the
Contractor Hearing Board shall prepare a tentative
proposed decision, which shall contain a
recommendation regarding whether the contractor
should be debarred, a nd, if so, the appropriate length of t ime of the debarm ent. Th e contractor and the
Department shall be provided an opp ortunity to object
to the tentative proposed decision prior to its
presentation to the Board of Supervisors.
8.12.4.3 After considerat ion of any objections, or if no objections are submitte d, a rec ord of the hearing, the proposed decision, and any other recommendation of
the Contractor Hearing Board shall be presented to the
Board of Supervisors. The Board of Supervisors s hall
have the right to modify, deny, or adopt the pr oposed
decision a nd recom mendation of the Contractor
Hearing Board.
8.12.4.4 If a contractor has been debarred for a period longer than five (5) years, that contractor may after the
debarment has been in effect for at least five (5) years, submit a writte n r equest for rev iew of t he debarment determination to r educe the period of debar ment or
terminate the debarment. The County may, in its
discretion, reduce the period of debarment or
terminate the debarm ent if it find s that the contractor has adequately d emonstrated one o r more o f the
following: 1) elimination of the grounds for wh ich the debarment was imposed; 2) a bona fide cha nge in
ownership or management; 3) material evidence
discovered a fter debarm ent was impose d; or 4) any
other reason that is in the best interests of the County.
8.12.4.5 The Contractor Hearing Board will cons ider a request for review of a deba rment determination only where 1)
the contractor has been debarred for a peri od longer
than five (5) years; 2) the debarment has been in effect for at least five (5) years; and 3) the request is i n writing, states one or more of the grounds for reduction of the debarment period or termination of the
debarment and includes supporting document ation.
CITY OF SANTA CLARITA Page 20 AO-22-030
Upon receiving an appropriate request, the C ontractor
Hearing Board will provide notice of the heari ng on the request. At th e hearing, the Contractor Hearing Board shall conduct a hearing where evidence on the
proposed reduction of debarment perio d or termination
of d ebarment is presented. This he aring shall be
conducted and the request for review deci ded by the
Contractor Hea ring Board pursuant to the same
procedures as for a debarment hearing.
8.12.4.6 The Contractor Hearing Board’s proposed de cision shall c ontain a recommendation on the request to
reduce the per iod of debarment or terminate the
debarment. The Contractor He aring Board shall
present its proposed decision and recommendation to
the Board of Supervisors. The Board of Supervisors
shall have the right t o modify, deny, or adopt the
proposed decision an d recom mendation of the
Contractor Hearing Board.
8.12.5 Subcontractors of Contractor
These terms shall also apply to subcontractors of County contractors.
8.13 Contractor’s Acknowledgement o f County’s Com mitment to Safely Surrendered Baby Law
The contractor acknowledges that the County places a hi gh priority on the implementation of the Safely Surrendered Baby Law. The contractor understands that it is the County’s policy to encourage all Co unty contractors to voluntarily post the County’s “Safely Surrendered Baby Law” poster in a prominent positi on at the contractor’s place of business. The contractor will also encourage its subcontractors, if any, to post this poster in a prominent positio n in the subcontractor’s place of business. The County’s Department o f Child ren and Family Services will su pply the contractor with the poster to be used. Information and posters for printing are available at https://lacounty.gov/residents/family-services/child- safety/safe-surrender/.
8.14 Contractor’s Warranty of Adherence to County’s Child Support Compliance Program
8.14.1 The contractor acknowledges that the C ounty has establ ished a goal of ensuring that all individuals who benefit financially from the County through contracts are in compli ance with their court -
CITY OF SANTA CLARITA Page 21 AO-22-030
ordered child, family and spousal support obligations in order to mitigate the economic burden otherwise imposed upon the County and its taxpayers.
8.14.2 As required by the County’s Child Support Compliance Program (County Code Chapter 2.200) and without limiting the contractor’s duty under this Contract to comply with all applicable provisions of law, the contractor warrants that it is now in compliance and shall during the term of this Cont ract maintain in compliance with employment and wage reporting requirements as r equired by the Federal Social Security Act (42 USC Section 653a) and California Unemployment Insurance Code Section 1088.5, and shall
implement all lawfully served Wage and Ear nings Withholding Orders or Child Support Services Department Notices of Wage and Earnings Assignm ent for Child, Family or Spousal Support, pursuant to Code of C ivil Procedure Section 706.031 and Family Code Section 5246(b).
8.15 County’s Quality Assurance Plan
The County or its agent(s) will evaluate the contractor’s performance under this Contract on not less than an annual basis. Such evaluation will include assessing the contractor’s compliance with all Contract terms and conditions and performance stan dards. Contractor deficiencies which the County d etermines are severe or continu ing and that may p lace performance of the Contract in jeopardy if not corrected w ill be reported to the Board of Supervisors.
8.15.1 The report will include improvement/correc tive action measures taken by the County and the contractor. If improvement does not occur consistent with the corrective action measures, the County may terminate this Contract or impose other penalties as specified in this Contract.
8.16 Damage to County Facilities, Buildings or Grounds
8.16.1 The contractor shall repair, or cause to be repaired, at its own cost, any and all damage to County facilities, buildi ngs, or grounds caused by the contractor or employees or agents of the contractor.
Such repairs shall be made immediately after the contractor has become aware of such damage , but in no event later than thirty (30) days after the occurrence.
8.16.2 If the contractor fails to make timely repairs, County may make any necessary repairs. All costs incurred by County, as determined by
CITY OF SANTA CLARITA Page 22 AO-22-030
County, for such repairs shall be repaid by th e contractor by cash payment upon demand.
8.17 Employment Eligibility Verification
8.17.1 The contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its emp loyees performing work under this Contract meet the citizenship or alien status requirements set forth in Federal and State statutes and regulations. The contractor shall obta in, from all employees perfo rming work hereunder, all verification and other doc umentation of employment eligibility status required by Federal and State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986 , (P.L. 99-603), or as they currently exist and as they may be hereafter amended . The contractor shall r etain all such documentation for all covered employees for the period prescribed by law.
8.17.2 The contractor shall indemnify, defend, and hold harm less, the County, its agents , officers, and employees from employer sanctions and any other liabil ity which may be assessed against the contractor or the County or both in connection with any alleged violation of any Federal or State statutes or regulation s pertaining to the eligibil ity for employme nt of any persons performing work under this Contract.
8.18 Counterparts and Electronic Signatures and Representations This Contract may be executed in two or more counterparts, each of which shall be deemed a n original but al of which t ogether shall co nstitute one and the same Contract. The facsimile, email or electronic signature of the Parties shall be deemed to c onstitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals.
The County and the contractor hereby agree to rega rd electronic representations of original signatures of authorized officers of ea ch party, when appearing in appropriate places on the Amendments prepared pursuant to Paragraph 8.1 (Amendments) and receiv ed via communications facilities (facsimile, email, or e lectronic sign ature), as legally sufficient evidence that such original signatures have been affixed to Amendments to this Contract.
8.19 Fair Labor Standards
CITY OF SANTA CLARITA Page 23 AO-22-030
The contractor shall comply with all applicable provisions of the Federal Fair Labor Standards Act and shall indemnify, defend, and hold harmless the County and its a gents, officers, and employees from any and all liability, including, but not limited to, wage s, overtime pay, liquidated damages , penalties, court costs, and attorneys' fees arising under any wage and hour law, including, but not limited to, the Fed eral Fair Labor Standards Act, for work performed by the contractor’s employees for whi ch the County may be found jointly or solely liable.
8.20 Force Majeure
8.20.1 Neither party shall be li able for such party's failure to perform its obligations u nder a nd in accordance with this Contract, if such failure arises out of fires, floods, epidem ics, quarantine restrictions, other natural occurre nces, strikes, lockouts (other than a l ockout by suc h party o r any of such party's
subcontractors), freight emb argoes, or other similar events to those described above, but in every such case the failure t o perform must be totally beyond th e control and wi thout any fault or negligence of suc h p arty (such eve nts are referred to in this paragraph as "force majeure events").
8.20.2 Notwithstanding the foregoing, a default by a subcontractor of contractor shall not constitute a force majeure ev ent, unless such default arises out of causes beyond the control of b oth contractor and such subcontractor, and without any fau lt or negligence of either of them. In such case, contractor shall not be liable for failure to perform, unless the goods or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit contractor to meet t he req uired performance schedule. As used in this subparagraph, the term “subcontractor” and “subcontractors” mean subcontractors at any tier.
8.20.3 In the event contractor's fail ure to perform ar ises out of a force majeure event, contractor agrees to use commercially reasonable best efforts to obtain goods or services from other sources, if applicable, and to otherwise mitigate the damages and reduce the delay caused by such force majeure event.
8.21 Governing Law, Jurisdiction, and Venue
This Contract shall be governed by, and construed in accordance with, the laws of the State of California. The contractor agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Contract and further agrees and consents that venue of any
CITY OF SANTA CLARITA Page 24 AO-22-030
action brought hereunder shall be exclusively in the County of Los Angeles.
8.22 Independent Contractor Status
8.22.1 This Contract is by and between the County and the contractor and is not intended, and shall not b e cons trued, to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between the C ounty and the contractor. The employees and agents of one party shall not be, or be construed to be, the employees or agents o f the other party for any purpose whatsoever.
8.22.2 The contractor shall be solely liable and respon sible for providing to, or on behal f of, all person s performing work pursuant to this Contract all compensation and benefits. The County shall have no liability or resp onsibility for the payment of any salaries, wages, unemployment benefits, disability benefits, Federal, State, or local taxes, or other compensation, benefits, or taxes for an y personnel provided by or on behalf of the contractor.
8.22.3 The contractor understands and agrees that all persons performing work pursuant to this Contract are, for purposes of Workers' Compensation liability, solely employees of the contractor and not employees of the County. The contractor shall be solely liable and responsible for furnishing any and all Workers' Compensation benefits to any person as a result of a ny injuries arising from or connected with any work performed by or on behalf of the contractor pursuant to this Contract.
8.22.4 The contractor shall adhere to t he provisions stated in Paragraph
7.6 (Confidentiality).
8.23 Indemnification
The contractor shall indemnify, defend and hold har mless the County , its Special Districts, elected and appointed officers, emp loyees, agents and volunteers ( County Indemn itees) from a nd against any and all liability, including but not limited to demands, claims, a ctions, fees, costs and expenses (including attorney and expert witness fees), arising from and/or relating to this Contract, except for such loss or damage arisi ng from the sole negligence or willful misconduct of the County indemnitees.
8.24 General Provisions for all Insurance Coverage
8.24.1 Without limiting Contractor's indemnification of County, and in the
CITY OF SANTA CLARITA Page 25 AO-22-030
performance of this Contract and until all of its obl igations pursuant to this Contract have been met, contractor shall provide and maintain at its own expense insurance coverage satisfying the requirement s specified in Paragraphs 8.24 and 8 .25 of this Contract. These minimum insurance coverage terms, types, and limits ( the “Required Insurance”) also are in addition to and separate from any other con tractual obligation imposed upon contractor pursuant to th is Contract. The County in no way warrants that the Required Insurance is sufficient to protect the contractor for l iabilities which may arise from or relate to this Contract.
8.24.2 Evidence of Coverage and Notice to County
8.24.2.1 Certificate(s) of ins urance coverage (Certificate) satisfactory to County , a nd a copy of an Additi onal
Insured endorsement confirming County and its
Agents (defined below) has been given Insured status
under the contractor’s General Liability policy, shall be delivered to Coun ty at the addres s shown below and
provided prior to commencing servi ces under this
Contract.
8.24.2.2 Renewal Certificates shall be provided to County not less than ten ( 10) days prior to contractor’s policy
expiration dat es. The County reserves the right to
obtain complete, cer tified copies of any required
contractor and/or subcontractor insurance policies at
any time.
8.24.2.3 Certificates shall iden tify all Required Insurance coverage types and limits specified herein, reference
this Contract by name or number, and be s igned by an
authorized representative of the insurer (s). The
Insured party named on the Certificate shall match the
name of the contractor identified as the contracting
party in this Contract. Certificates shall provide the full name of each insurer prov iding coverage, its N AIC
(National Association of In surance Commissi oners)
identification number, its financial rating, the amounts of any policy deductibles or self -insured retentions
exceeding fifty thousand dollars ($50,000), and list any County required endorsement forms.
CITY OF SANTA CLARITA Page 26 AO-22-030
8.24.2.4 Neither the County’s failure to obtain, nor the County’s receipt of, or failure to object to a non -complying
insurance certificate or endorsement, or any other
insurance documentation or inform ation provided by
the contractor, its insu rance broker(s) and/or
insurer(s), shall be construed as a waiver of any of the Required Insurance provisions.
8.24.2.5 Certificates and copie s of any required endorsements shall be sent to: [email protected]
8.24.2.6 Contractor also shall promptly report to County any injury or proper ty damage accident or incident,
including any injury to a contractor employee occurring on County property, and any loss, disappearance,
destruction, misuse, or theft of County property,
monies or securit ies entrusted to contractor.
Contractor also shall promptly notify County of any
third-party claim or suit filed aga inst contractor or any of its subcontractors which arises from or relates to
this Contract and could result in the filing of a claim or lawsuit against contractor and/or County.
8.24.3 Additional Insured Status and Scope of Coverage
The County of Los Angeles, it’s Special Districts, Elected Officials, Officers, Agents, employees, and volunteers (collectively County and its Agents) shall be provided additional insured statu s under contractor’s General Liability policy with respect to liability arising out of contractor’s ongoing and completed operations performed on behalf of the County. County and its Agents additional in sured status sha ll apply with respect to liability a nd defense of su its arising out of the contractor’s acts or o missions, whether su ch liability is attributable to the contractor or to the County. The full policy limits and scope of protection also shall apply to the County and its Agents as an additional insured, even i f they exceed the County’s minimum Required Insurance specifications herein. Use of an automatic additional insured endorsement form is
acceptable providing it satisfies the Required Insur ance provisions herein.
8.24.4 Cancellation of or Changes in Insurance
Contractor shall provide County with, or contractor’s insuran ce policies shall contain a provision that County shall receive, written
CITY OF SANTA CLARITA Page 27 AO-22-030
notice of cancellation or any change in Required I nsurance, including insurer, limits of coverage, ter m o f coverage or policy period. The written notice shall be provided to County at least ten (10) days in advance of cancellation for non -payment of premium and thirty (30) days in advance for any other cancellation or policy change. Failure to provide w ritten notice of cancellation or any change in Required Insurance may constitute a material breach of the Contract, in the sole discretion of the County, upon which the County may suspend or terminate this Contract.
8.24.5 Failure to Maintain Insurance
Contractor's failure to maintain or to provide acceptable evi dence that it maintains the Required Insurance shall constitute a material breach of the Contract, upon which County immediately may withhold payments due to contractor, and/or suspend or terminate this Contract. County, at its sole discretion, may obtain damages from contractor resulting from said breach. Alternatively, the County may purchase the Required Insurance, and without further notice to contractor, deduct the premium cost from sums du e to Contractor or pursue Contractor reimbursement.
8.24.6 Insurer Financial Ratings
Coverage shall be placed with insurers acceptable to the County with A.M. Best ratings of not less than A:VII unless otherwise approved by County.
8.24.7 Contractor’s Insurance Shall Be Primary
Contractor’s insurance policies, with respect to any claims related to this Contract, shall be primary with respect to all other sources of coverage available to Contractor. A ny County mainta ined insurance or self -insurance cov erage shall be i n excess of and not contribute to any Contractor coverage.
8.24.8 Waivers of Subrogation
To the fullest extent permitted by law, the contractor hereby waives its rights and its insurer(s )’ rights of rec overy against County under all the R equired Insurance for any loss arising from or relating to th is Contract. The contractor shall require its insurers to execute any waiver of subrogation endorsements which may be necessary to affect such waiver.
CITY OF SANTA CLARITA Page 28 AO-22-030
8.24.9 Subcontractor Insurance Coverage Requirements
Contractor shall includ e all s ubcontractors as insureds under contractor’s own policies or shall provide County with each subcontractor’s separate evidence of insura nce coverage.
Contractor shall be responsible for v erifying each subcontractor complies with the Required Insura nce provisions herein and shall require that each subcontractor name the County and contractor as additional insureds on the subcontractor’s G eneral Liability policy. Contractor shall obtain County’s prior review and approval of any subcontractor request for modification of the Required Insurance.
8.24.10 Deductibles and Self-Insured Retentions (SIRs)
Contractor’s policies shall not obliga te the County to pay any portion of any contractor deductible or SIR. The County retains the right to require contractor to reduce o r eliminate policy deductibles and SIRs as respects the County, or to provide a bond guaranteeing contractor’s payment of a ll deductibles a nd SIRs, including all related claim s investigation, administration and defense expenses. Such b ond shall be execute d by a corporate surety licensed to transact business in the State of California.
8.24.11 Claims Made Coverage
If any part of the Requir ed Insurance is written on a claims made basis, any po licy retroactive date shall precede the eff ective date of this Contract. Contractor understands and agrees it shall maintain such coverage for a period of not less than three (3) years following Contract expiration, termination or cancellation.
8.24.12 Application of Excess Liability Coverage
Contractors may use a combination of primary and excess insurance policies which provide coverage as broad as the underlying primary policies, to satisfy the Required Insurance provisions.
8.24.13 Separation of Insureds
All liability policies shall pr ovide cross-liability coverage as would be afforded by the standard ISO (Insurance Services Office, Inc.) separation of insureds provision with no insured vers us insured exclusions or limitations.
CITY OF SANTA CLARITA Page 29 AO-22-030
8.24.14 Alternative Risk Financing Programs
The County reserves the right t o review, and then approve, Contractor use of self -insurance, risk retention groups, risk purchasing groups, pooling arrang ements and capti ve insurance to satisfy the Required Insurance provisions. The County and its Agents shall be designated as an Additional Covered Party under any approved program.
8.24.15 County Review and Approval of Insurance Requirements The County r eserves the righ t to review and adjust the Required Insurance provisions, conditioned upon County’s determination of changes in risk exposures.
8.25 Insurance Coverage
8.25.1 Commercial General Liability insurance (providing scope of coverage equivalen t to ISO policy form CG 00 01), naming County and its Agents as an add itional insured, with limits of not less than:
General Aggregate: $2 million
Products/Completed Operations Aggregate: $1 million
Personal and Advertising Injury: $1 million
Each Occurrence: $1 million
8.25.2 Automobile Liability insurance (providi ng scop e of coverage equivalent to ISO poli cy form CA 00 01) wi th limits of not less than $1 million for bodily injury and property damage, in combined or equivalent split limits, for ea ch single accide nt.
Insurance shall cover liability arising out of contractor’s use of autos pursuant to this Co ntract, including ow ned, leased, hired, and/or non-owned autos, as each may be applicable.
8.25.3 Workers Compensation and Employers’ Liability insurance or qualified self- insurance satisfying statutory requirements, which includes Employers’ Liability coverage with limits of not less than $1 million per accident. If Contractor will provi de leased employees, or, is an employee leasing or tempora ry staffing firm or a professional employer organization (PEO), covera ge also shall include an Alternate Employer Endorsement (provid ing scope of coverage equivalent to ISO policy form WC 00 03
CITY OF SANTA CLARITA Page 30 AO-22-030
01 A) naming the County as the Alternate Employer. The written notice shall be provided to County at le ast ten (10) days in advance of cancellation for non-payment of premium and thirty (30) days in advance for any other cancellation or policy change.
If applicable to Contractor’s ope rations, coverage also shall be arranged to satisfy the requirements of a ny federal workers or workmen’s co mpensation law or any federal occupational disease law.
8.26 Liquidated Damages
8.26.1 If, in the judgment of the Chief Executive Officer , or his/her designee, the contractor is deemed to be non-compliant with the terms and obligations as sumed h ereby, the Chief Executive Officer, or his/her designee, at his/her option, in addition to, or in lieu of, other remedies provided herein, may withhold the entire monthly payment or deduct pro ra ta from the contractor’s invoice for work not performe d. A description of t he work not performed and the amount to be withheld or deducted from payments to the contractor from the County, will be forwarded to the contractor by the Chief Executive Officer, or his/her designee, in a written notice describing the reasons for said action.
8.26.2 If the Chief Executive Officer, or his/her designee, determines that there are deficiencies in the performance of this Contract that the Chief Executi ve Officer , or h is/her designee, deems are correctable by the contractor over a certain time span, the Chief Executive Officer, or his/her designee, will provide a written notice to the contractor to correct the deficiency within specified time frames. Sh ould the contractor fail to correct deficiencies within said time fram e, the Chief Executive Officer , or his/her designee, may: (a) D educt from the contractor’s payment, pro rata, those applicable portions of the Monthly Contract Sum; and/or (b) Deduct liq uidated damages. The parties agree that it will be impracticable or e xtremely difficult to fix the extent of actual damages resultin g from the failure of the contractor to correct a deficiency within the specified time frame. The parties hereby agree that under the current circumstances a reasonable estimate of such damage s is o ne hundred d ollars ($100) per day per infraction, and that the contractor shall be liable to the County for liquidated damages in said amount. Said amount shall be deducted from the County’s payment to the contractor; and/or (c) Upon giving five ( 5) days notice to the contractor for failure to correct the def iciencies, the County may correct any and all deficiencies and the total costs incurred by the County for
CITY OF SANTA CLARITA Page 31 AO-22-030
completion of the work by an alte rnate source, whether it be County forces or separate private contractor, will be deducted and forfeited from the pay ment to th e contractor from the County, as determined by the County.
8.26.3 The action noted in Paragraph 8.26.2 shall not be construed as a penalty, but as adjustment of payment to the contractor to recover the County cost due to the failure of the contractor to complete or comply with the provisions of this Contract.
8.26.4 This Paragraph shall not, in any manner, restric t or limit the County’s right to damages for any breach of this Contra ct provided by law or as specified in the PRS or Paragraph 8.26.2, and shall not, in any manner, restrict or limit the County’s right to terminate this Contract as agreed to herein.
8.27 Most Favored Public Entity
If the contractor’s prices decline or should the contractor at any time during the term of this Contract provide the same goods or services under similar quantity and delivery conditions to the State of California or any count y, municipality, or district of the State at prices below those set for th in this Contract, then such lower prices shall be immediate ly extended to the County.
8.28 Nondiscrimination and Affirmative Action
8.28.1 The contractor certifies and agrees that all persons empl oyed by it, its affiliates , subsidiaries, or holding co mpanies are and will be treated equally without regard to or b ecause of race, color, religion, ancestry, national origin, sex, age, physical or mental disability, marital status, or pol itical affiliation, in compliance with all applicable F ederal and State anti discrimination laws and regulations.
8.28.2 Contractor certifies to the County each of the following:
That contractor has a written policy statement prohibiting discrimination in all phases of employment.
8.28.3 That contractor periodically conducts a sel f-analysis or utilization analysis of its work force.
8.28.4 That Contractor has a system for determining if its employment practices are discriminatory against protected groups.
CITY OF SANTA CLARITA Page 32 AO-22-030
8.28.5 Where problem areas are identifie d in emplo yment practices, th e Contractor has a system for taking reasonable corrective action, to include establishment of goals or timetables.
8.28.6 The contractor must take affirmative action to ensure that applicants are emp loyed, and that employees are treated d uring employment, with out regard to race, color, religion, ancestry, national origin, sex, age, physical or mental disability, marital status, or political affiliation, in compliance with all applicabl e Federal and St ate a nti-discrimination laws and reg ulations. Such action must include, but is not limited to: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensa tion, and selection for training, including apprenticeship.
8.28.7 The contractor certifies and agrees that it will deal with its subcontractors, bidders, or vendors without regard to or because of race, color, religion, ancestry, national origin, sex, age, physical or mental disability, marital status, or political affiliation.
8.28.8 The contractor certifies and agrees that it, its affiliates, subsidiaries, or holding companies will comply with all applicable Federal and State laws and regulations to th e end that no pe rson will, on the grounds of race, color, religion, ancestry, national origin, sex, age, physical or mental disability, marital status, or political affiliation, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Contract or under any project, program, or activity supported by this Contract.
8.28.9 The co ntractor will allow County representatives access to the contractor’s employment records during regular business hours to verify compliance with the provisions of th is Paragra ph 8.28 (Nondiscrimination and Affirmative Action) when so requested by the County.
8.28.10 If the County finds that any provisions of this Paragraph 8.28 (Nondiscrimination and Affirmative Action) have been violated, such violation will constitute a material breach of this Contract upon which the County may terminate or suspend this Contract. While the County reserves the right to determine independently that the anti-discrimination provisions of this Co ntract have been violated, in addition, a determination by the California Fair Employment and Housing Commission or the Federal Equal Employment
Opportunity Commission that the contractor has violated Federal or State anti -discrimination laws or regulation s will constitut e a
CITY OF SANTA CLARITA Page 33 AO-22-030
finding by the County that the c ontractor has viola ted th e anti - discrimination provisions of this Contract.
8.28.11 The parties agree that in the event the contractor violates any of the anti- discrimination provisions of this Contract, the County will, at its sole option, be entitled to t he sum of five h undred dollars ($500) for each such violation pursuant to Cali fornia Civil Code Section 1671 as liquidated damages in lieu of terminating or suspending this Contract.
8.29 Non Exclusivity
Nothing herein is intended nor shall be construed as creating any exclusive arrangement with the contractor. This Contract shall not restrict County from acquiring similar, equal or like goods and/or services fro m other entities or sources.
8.30 Notice of Delays
Except a s otherwise provided under this Contract, when eit her party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Contract, that party shall, within one (1) business day, give notice ther eof, including all relevant inf ormation with respect thereto, to the other party.
8.31 Notice of Disputes
The contractor shall bring to the attention of the County’s Project Manager and/or County’s Project Director any dispute between the C ounty and the contractor regarding the performance of services as stated in this Contract.
If the County’s Project Manager or County ’s Project Director is not able to resolve the dispute, the Chief Executive Officer, or designee shall resolve it.
8.32 Notice to Employees Regarding the Federal Earned Income Credit The contractor shall n otify its emp loyees, and shall require each subcontractor to notify its employees, that they may be eligible for the Federal Earned Income Credit under the federal income tax laws . Such notice shall be provided in accordance with the requirements set forth in Internal Revenue Service Notice No. 1015.
8.33 Notice to Employees Regarding the Safely Surrendered Baby Law
The contractor shall notify and provide to its employees and shall require each s ubcontractor to notify and provide to i ts employees, a fact sheet regarding the Safely Surrendered Baby Law, its impleme ntation in Los
CITY OF SANTA CLARITA Page 34 AO-22-030
Angeles County, and where and how to saf ely surrender a baby. The fact sheet is set forth in Exhibit F (Safely Surrendered Baby Law) of this Contract and is al so available on the Internet at www.babysafela.org for printing purposes.
8.34 Notices
All notices or demands required or permitted to be given or made under this Contract shall be in writing and shall be hand de livered with signed receipt or mailed by first -class registered or certified mail , postage prepaid, addressed to the parties as identified in Exhibits C(County’s Administration) and D(Contractor’s Administration). Add resses may be changed by either party giving ten (10) days prior written notice thereof to the other party. The Chief Executive Officer or his/her designee shall have the authority to issue all notices or demands required or permitted by the County under this Contract.
8.35 Prohibition Against Inducement or Persuasion
Notwithstanding the above, the contractor and the Co unty agree that, during the term of this Contract and for a period of one year thereafter, neither party shall in any way i ntentionally in duce o r persuade any employee of one party to become an employee or agent of the other party.
No bar exists against an y hiring action initiated through a public announcement.
8.36 Public Records Act
8.36.1 Any documents submitted by the contractor; all in formation obtained in connection with the County’s right to audit and inspect the contractor’s documents, books, and a ccounting records pursuant to Paragraph 8.38 (Record Retention and Inspection - Audit Settlement ) of this Contract as well as those documents which were required to be submitted in response to the Request for Proposals (RFP) used in the solicitation process for this Contract, if applicable, become the exclusive property of the County. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be t hose elements in the California Government Code Section 6250 et seq. (Public Records Act) and whi ch are marked “trade secret”, “confidential”, or “proprietary”. The County shall not i n any w ay be li able o r responsible for the disclosur e o f any such record s inc luding, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction.
CITY OF SANTA CLARITA Page 35 AO-22-030
8.36.2 In the event the County is required to defend an action on a Public Records Act reque st for any of the af orementioned documents, information, books, records, and/or contents of a proposal marked “trade secret”, “confidential”, or “proprietary”, the contractor agrees to defend and indemnify the C ounty from all costs and expenses, including reasonable attorney’s fee s, in action or liability arising under the Public Records Act.
8.37 Publicity
8.37.1 The contractor shall not disclose any details in connection with this Contract to any person or ent ity exce pt as may be otherwise provided hereunder or required by law. However, in recognizing the contractor’s need to identi fy its services and related clients to sustain itself, the County shall not inhibit the contractor from publishing its role under this Con tract within the following conditions:
8.37.1.1 The contractor shall develop all publicity material in a professional manner; and
8.37.1.2 During the term of this Contract, the contractor shall not, and shall not authorize another to, publish or
disseminate a ny comm ercial a dvertisements, press
releases, feature articles, or other materials using the name of the County without the prior written consent of the County’s Project Director. The County shall not
unreasonably withhold written consent.
8.37.2 The contractor may, without t he prior written consent of Cou nty, indicate in its proposals and sales materials that it has been awarded this Contract with the County of Los Angeles, provided that the requirements of this Paragraph 8.37 (Publicity) shall apply.
8.38 Record Retention and Inspection-Audit Settlement
8.38.1 The contractor shall maintain accurate and complete financial records of its activities and opera tions relating to this Contract in accordance with generally accepted accounting princi ples. T he contractor shall also maintain accurate an d complete employment and other records relating to its performance of this Contr act. The contractor agrees that the County, or its authorized
representatives, shall have access to and the right to examin e, audit, excer pt, copy, or transcribe any pertinent transaction, CITY OF SANTA CLARITA Page 36
AO-22-030
activity, o r record relating to this Contract. All such material, including, but not limited to, all f inancial records, bank statements, cancelled checks or other proof of payment, timecard s, sign - in/sign-out s heets and other time and employ ment records, and proprietary data and information, shall be kept and maintained by the contractor and shall be made available to the County during the term of this Contract and for a period of five (5) y ears thereafter unless the County’s written permissi on is given to dispo se of any such material prior to such time. All such materia l shall be maintained by the contractor at a location in Los Angeles County, provided that if any such material is located outside Los Angeles County, then, at the County’s op tion, the contractor shall pay the County for travel, per diem, and other costs incurred by the County to examine, au dit, excerpt, copy, or transcribe such material at such other location.
8.38.2 In the event that an audit of the contractor is conducted specifically regarding this Contract by any Federal or State auditor, or by any auditor or accountant employed by the contractor or otherwise, then the contractor shall file a copy of such audit report with the County’s Auditor-Controller within thirty (30) days of the contractor’s re ceipt thereof, unless otherwise provided by applicable Federal or State law or under this Contrac t. Subject to applicable law, the County shall make a reasonable effort to maintain the confidentiality of such audit report(s) 8.38.3 Failure on the part of the contractor to comply with any of the provisions of this subparagraph 8.38 shall constitute a material breach of this Contract upon which the County may terminate or suspend this Contract.
8.38.3 If, at any time during the term of this Cont ract or within five (5) years after the expiration or termination of this Contrac t, representatives of the County con duct an audit of the contractor regarding the work performed under this Contract, and if such audit finds that the County’s dollar liability for any such work is less than payments made by the County to the contractor, t hen the difference shall be either: a) repaid by the contractor to the County by cash payment upon demand or b) at the sole option of the County’s Auditor-Controller, deducted from any amounts due to the contractor from the County, whether under this Contr act or otherwise. If such audit fin ds that the County’s dollar liability for such work is more than the payments made by t he County to the contractor, then the difference shall be paid to the contractor by the County by cash payment, provided that in no e vent shall the CITY OF SANTA CLARITA Page 37
AO-22-030
County’s maximum obli gation for this Contract exceed the funds appropriated by the County for the purpose of this Contract.
8.39 Recycled Bond Paper
Consistent with the Board of Su pervisors’ policy to reduce the amount of solid waste deposited at the County landfills, t he contractor agrees to use recycled-content paper to the maximum extent possible on this Contract.
8.40 Subcontracting
8.40.1 The requirements of this Contract may not be subcontracted by the contractor without the advance a pproval of the County . Any attempt by the contractor to subcontract without the prior consent of the County may be deemed a material breach of this Contract.
8.40.2 If the contractor desires to subcontract, the contractor shall provide the following information promptly at the County’s request:
8.40.2.1 A description of the work to be performed by the subcontractor;
8.40.2.2 A draft copy of the proposed subcontract; and
8.40.2.3 Other pertinent information and/or certifications requested by the County.
8.40.3 The contractor shall ind emnify, defend, and hold the County harmless with respect to th e activities of each and every subcontractor in the same manner and to the same deg ree as if such subcontractor(s) were the contractor employees.
8.40.4 The contractor shall remain fully respo nsible for all performances required of it under this Contract, including those that the contractor has deter mined to subcontract, notwithstanding the County’s approval of the contractor’s proposed subcontract.
8.40.5 The County’s consent to subcontract s hall not waive the County’s right to prior and continuing approval of an y and all personnel, including subcontractor employees, providing services under this Contract. The contractor is responsible to notify its subcontractors of this County right.
8.40.6 The County’s Project Director is authorized to act for and on behalf of the County with resp ect to a pproval of any subcontract and subcontractor employees. After approval of the subcontract by
CITY OF SANTA CLARITA Page 38 AO-22-030
the County, contractor shall forward a fully executed subcontract to the County for their files.
8.40.7 The contractor shall be solely liable and respons ible for all payments or other compensation to all s ubcontractors and th eir officers, employees, agents, and successors in interest a rising through services perfo rmed hereunder, notwithstanding the County’s consent to subcontract.
8.40.8 The contractor shall obtain cert ificates of insurance, which establish t hat the subcontractor maintains all the programs of insurance required by the County from each approved
subcontractor. Before any subcontractor employee may perform any work hereunder, contractor shall ensure delive ry of all such documents to: [email protected]
8.41 Termination for Breach of Warranty to Maintain Compliance with County’s Child Support Compliance Program
Failure of the contractor to maintain compliance with the requirements set forth in Paragraph 8.14 (Contractor’s Warranty of Adherence to County’s Child Support Compl iance Program ) shall constitute default under this Contract. Without limiting the rights and remedies available to the Cou nty under any other provision of this Contract, fail ure of the contractor to cure such default within ninety (90) calendar days of wr itten notice s hall be grounds upon which the County may terminate this Contract pursuant to Paragraph 8.43 (Termination for Default) and p ursue debarment of the contractor, pursuant to County Code Chapter 2.202.
8.42 Termination for Convenience
8.42.1 This Contract may be terminated, in whole or in part, from time to time, when such action is deemed by the Co unty, in its s ole discretion, to be in its best interest. Termination of work hereunder shall be affected by notice of ter mination to the contractor specifying the extent to which performance of work is terminated and the date upon which such termination becomes effective. The date upon which such termination becomes effective shall be no less than ten (10) days after the notice is sent.
8.42.2 After receipt of a notice of te rmination and except as o therwise directed by the County, the contractor shall:
8.42.2.1 Stop work unde r this Contract on the date and to the
CITY OF SANTA CLARITA Page 39 AO-22-030
extent specified in such notice, and
8.42.2.2 Complete performance of such part of the work as shall not have been terminated by such notice.
8.42.3 All material including books, records, documents, or other evidence bearing on the costs and expenses of the contractor under this Contract shall be maintained by the contractor in accordance with Paragraph 8.38 (Record Retentio n and Inspection-Audit
Settlement).
8.43 Termination for Default
8.43.1 The County may, by written notice to the contractor, terminate the whole or any part of this Contract, if, in the judgment of Count y’s Project Director:
8.43.1.1 Contractor has materially breached this Contract; or
8.43.1.2 Contractor fails to timely provide and/o r satisfactori ly perform any task, deliverable, service, or other work
required either under this Contract; or
8.43.1.3 Contractor fails to demonstrate a high probability of timely fulfillment of performance requirements under this
Contract, or of any obli gations of thi s Contract and in either case, fails to demonstrate convincing progress
toward a cure within five (5) working days (or such longer period as the County may autho rize in writing) aft er
receipt of written notice from the County specifying such failure.
8.43.2 In the event that the County terminates this Contract in whole or in part as provided in Paragraph 8.43.1, the County may procure, upon such terms and in such manner as the County may deem appropriate, goods and services similar to those so terminated.
The contractor shall be liable to the County for any and all excess costs incurred by the County, as determin ed by the Count y, for such similar goods and services. The contractor shall continue the performance of this Contract to the extent not terminated under the provisions of this paragraph.
8.43.3 Except with respect to defaults of any subcontractor, the contractor shall not be liable for any such excess costs of the type identified in Paragraph 8.43.2 if its failure to perform this Contract arises out of
CITY OF SANTA CLARITA Page 40 AO-22-030
causes beyond the control and without the fault or negligence of the contractor. Such causes may include , but are not l imited to:
acts of God or of the pub lic enemy, acts of the County in either its sovereign or contractual capacity, ac ts of Federal or State governments in their sovereign capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight emba rgoes, and unusually severe weather; but in every case, t he failure to perform must be beyond the control and without the fault or n egligence of the contractor. If the failure to perform is caused by the default of a subcontractor, and if such default arises out of causes beyond the control of both the contractor and subcontractor, and without the fault or negligence of either of them , the contractor shall not be liable for any such excess costs for failure to perform, unless the goods or se rvices to be fu rnished by the subcontractor were obtainable from other s ources in sufficient time to permit the contractor to meet the required performance schedule. As used in this paragraph, the term "subcontractor(s)" means subcontractor(s) at any tier.
8.43.4 If, aft er the County has given notice of ter mination under the provisions of Paragraph 8.43 (Termination for Default) it is determined by t he County that the contractor was not in default under the provisions of Paragraph 8.43 (Termination for Default) or that th e d efault was excusable under the pro visions of subparagraph 8.43.3, the rights and obligations of the parties shall be the same as if the notice of terminati on had been issued pursuant to Paragraph 8.42 (Termination for Convenience).
8.43.5 The rights and remedies of the County provided in t his Paragraph
8.43 (Termination for Default) shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
8.44 Termination for Improper Consideration
8.44.1 The County may, by written notice to the contractor, immediately terminate the right of the contractor to proceed under this Contract if it is found that consideration, in any form, was offered or given by the contractor, either directly or through an intermediary, to any County officer, employee, or agent with the int ent of securing this Contract or securing favorable treatment with respect to the award, amendment, or extension of this Contract or the making of any determinations with respect to th e contractor’s performance pursuant to this Contract . In the event of s uch t ermination, the County shall be entitled to pursue the same remedies against the
CITY OF SANTA CLARITA Page 41 AO-22-030
contractor as it could pursue in the event of default by the contractor.
8.44.2 The contractor shall immediately report any attempt by a County officer or employee to sol icit such improper consideration. The report shall be made e ither to the C ounty manager charged with the supervision of the employee or to the County Auditor - Controller's Employee Fraud Hotline at (800) 544-6861.
8.44.3 Among other ite ms, such improper co nsideration may take the form of cash, discounts, service s, t he provision o f travel or entertainment, or tangible gifts.
8.45 Termination for Insolvency
8.45.1 The County may terminate this Contract forthwith in the event of the occurrence of any of the following:
8.45.1.1 Insolvency of the contractor. The contractor shall be deemed to be insolvent if it has ceased to pay its debts for at least sixty (60) days in the ordinary course of
business or ca nnot pay its debts as they become due ,
whether or not a p etition has been filed under the
Federal Bankruptcy Code and whether or not the
contractor is insolvent within the meaning of the Federal Bankruptcy Code;
8.45.1.2 The filing of a volu ntary or involuntary petition regarding the contractor under the Federal Bankruptcy Code;
8.45.1.3 The appointment of a Receiver or T rustee for the contractor; or
8.45.1.4 The execution by the contractor of a general assignment for the benefit of creditors.
8.45.2 The rights and remedies of the County prov ided in this Paragraph
8.45 (Termination for Insolvency) shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
8.46 Termination for Non-Adherence of County Lobbyist Ordinance The contractor, and each County Lobbyis t or County Lobbying firm as defined in County Code Section 2.160.010 retained by the contractor, must fully comply w ith the County’s Lobbyist Ordinance, County Code Chapter
2.160. Failure on the part of the contra ctor or any County L obbyist or
CITY OF SANTA CLARITA Page 42 AO-22-030
County Lobbying firm retained by the contractor to fully comply with the County’s Lobbyist Ordinance will constitute a material breach of this Contract, upon which the Count y may in its so le discretion, immediately terminate or suspend this Contract.
8.47 Termination for Non-Appropriation of Funds
Notwithstanding any other provision of this Contract, the County shall not be obligated for the contractor’s performance hereunder or by any provision of this Contract during any of the County’s future fiscal years unless and until the County’s Board of Supervis ors appropriates funds for this Contract in the County’s Budget for each such future fiscal year. In the event that funds are not appropriated for this Contract, then this Contract shall terminate as of June 30 of the last fiscal year for which funds were appropriated. The County shall notify the contractor in writing of any such non -allocation of funds at the earliest possible date.
8.48 Validity
If any provision of this Contract or the application thereof to any person or circumstance is held invalid, the remainder of this Contract and the application of such provision to other persons or circumstances shall not be affected thereby.
8.49 Waiver
No waiver by the County of a ny breach of any pro vision of this Contract shall constitute a waiver of any other breach or of such provision. Failure of the County to enforce at any time, or from time to time, any provision of this Contract shall n ot be construed as a waiver thereof. The rights and remedies set forth in this paragraph 8.49 shall not be ex clusive and are in addition to any other rights and remedies provided by law or under this Contract.
8.50 Warranty Against Contingent Fees
8.50.1 The contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon any Contract or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide em ployees or bona fide established commercial or selli ng agencies maintained by the contractor for the purpose of securing business.
8.50.2 For breach of this warranty, the County shall have the right to terminate this Contract and, at its sole discretion, d educt from the
CITY OF SANTA CLARITA Page 43 AO-22-030
Contract price o r consideration, or o therwise recover, th e ful l amount of such commission, percentage, brokerage, or contingent fee.
8.51 Warranty of Compliance with County’s Defaulted Property Tax Reduction Program
8.51.1 Contractor acknowledges that County has establis hed a goal of ensuring that all individuals and businesses that benefit financially from County through contract are current in paying their property tax obligations (secured and unsecured roll) in order to mitigate the econo mic burden othe rwise imposed up on County and its taxpayers.
Unless contractor qualifies for an exemption or exclusion, contractor warrants and certifies that to the best of its knowledge it is now in compliance, and during the term of this contract will maintain compli ance, with Los Angeles County Code Chapter
2.206 .
8.52 Termination for Breach of Warranty to Maintain Comp liance with County’s Defaulted Property Tax Reduction Program
Failure of contractor to maintain compliance with the re quirements set forth in Paragraph 8.51 (Warranty of Compliance with County’s Defaulted Property Tax Reduction Program) shall constitute de fault under thi s contract. Without limiting the righ ts and remedies avai lable to C ounty under any other provision of this contract, failure of contractor to cure such default within ten (10) days of notice shall be grounds upon which C ounty may terminate t his contract an d/or p ursue debarment of contractor, pursuant to Los Angeles County Code Chapter 2.206.
8.53 Time Off for Voting
The contr actor must notify its employees and m ust require each subcontractor to notify and provide to its employees, information regarding the time off for voting law ( Elections Code Section 140 00). Not less than ten (10) days before every statewide election, every contractor and subcontractors must keep posted con spicuously at t he place of work, if practicable, or elsewhere where it c an be seen as employees come or go to their place of work, a notice setting forth the provisions of Section 14000.
8.54 Compliance with County’s Zero Tolerance Policy on Human
CITY OF SANTA CLARITA Page 44 AO-22-030
Trafficking
Contractor acknowledges that the County has establish ed a Ze ro Tolerance Policy o n Human Trafficking prohibiting contractors from engaging in human trafficking.
If a Contractor or member of Contractor’s staff is convicted of a human trafficking offense, the County shall require that the Contractor or memb er of C ontractor’s sta ff be removed immediately from perfor ming services under the C ontract. C ounty will not be under any obligation to disc lose confidential information regarding the offenses other than those required by law.
Disqualification of any mem ber of Contractor’s st aff pursuant to this paragraph shall not relieve Contractor of its obligation to complete all work in accordance with the terms and conditions of this Contract.
8.55 Compliance with Fair Chance Employment Practices
Contractor shall comply with fair c hance employment hiring practices set forth in California Government Cod e Section 12952, Employment Discrimination: Conviction History. Contractor’s violation of this paragraph of the Contract may constitute a material breach of the C ontract. In the event of such material breach, County may, in its sole discret ion, terminate the Contract.
8.56 Compliance with the County Policy of Equity
The contractor acknowledges that the County takes its commitment to preserving the dignity and professionalism of the workplace very seriously, as set forth in the County Polic y of Equity (CP OE)
(https://ceop.lacounty.gov/). The contractor further acknowledges that the County strives to provide a workplace fr ee from discrimination, harassment, retaliation and inappro priate conduct based on a protected characteristic, and which may violate the CPO E. The contractor, its employees and subcontractors acknowledge and certify receipt and understanding of the CPOE. Failure of the contractor, its employees or its subcontractors to uphold the C ounty's expecta tions of a workplace free from harassment and discrimination, including inappropriate conduct based on a protected characteristic, may subject the contractor to termination of contractual agreements as well as civil liability.
8.57 COVID-19 Vaccinations of County Contractor Personnel
CITY OF SANTA CLARITA Page 45 AO-22-030
5.57.1 At Contractor 's sole cost, Contractor shall comply with Chapter
2.212 (COVID -19 Vaccinations of County Contractor Personnel) of County Code Title 2 - Administration, Division 4. All employ ees of Contractor an d per sons working o n its behalf, including but not limited to, Subcontractors of any tier (collectively, “Contractor Personnel”), must be fully vaccinated against the novel coronavirus 2019 (“COV ID-19”) prior to (1) interacting in p erson with County e mployees, interns, v olunteers, and commissioners ("County workforce members"), (2) working on County owned or controlled property while performing services under this Contract, and/or (3) coming into contact with the public while perfor ming services under this Contract (collectively, “In-Person Services”).
5.57.2 Contractor Personnel are considered “fully vaccinated” against COVID-19 two (2) weeks or more after they have received (1) the second dose in a 2 -dose C OVID-19 vaccine series (e.g. Pf izer- BioNTech or Moderna), (2) a single-dose COVID-19 vaccine (e.g.
Johnson and Johnson [J&J]/Janssen), or (3) the final dose of any COVID-19 vaccine authorized by the World Health Organization ("WHO").
5.57.3 Prior to assi gning Contractor Personnel to perform In-Person Services, Contractor shall ob tain proof that such Contractor Personnel have been fully vaccinated by confirming Contractor Personnel is vaccinated through any of the following
documentation: (1) official COVI D-19 V accination Record Card (issued by the Department of Health and Human Se rvices, CDC or WHO Yellow Card), which in cludes the name of the person vaccinated, type of vaccine provided, and date of the last dose administered ("Vaccination Record Card"); ( 2) copy (including a photographic cop y) of a Vaccination Record Card; (3)
Documentation of vaccination from a licensed medical provider; (4) a digital record that includes a quick response ("QR") code that when scanned by a SMART HealthCar d reader displays to the reader client name, date of b irth, vaccine dates, and vaccine type, and the QR code confirms the vaccine recor d as an official record of the State of California; or (5) documentation of vaccination from Contractors who follow the C DPH vaccination records guidelines and standards. Co ntractor shall also provide written noti ce to County before the start of work und er this Contract that its Contractor Personnel are in compliance with the requirements of this section. Contractor shall retain such proof of vaccination for the document rete ntion period set for th in this Contract and must provide such records to the Cou nty for audit CITY OF SANTA CLARITA Page 46
AO-22-030
purposes, when required by County.
5.57.4 Contractor shall evaluate any medical or sincerely held religious exemption reque st of its Contractor Personnel, as re quired by law. If Con tractor has determined tha t Contractor Personnel is exempt pursuant to a medical or sincerely held religious reason, the Contractor must also maintain records of the Contractor Personnel’s testing r esults. The Contractor must provide s uch records to the Co unty for audit purposes, w hen required by County. The unvacc inated exempt Contractor Personnel must meet the following requirements prior to (1) interacting in person with County work force members, (2) working on County owned or contro lled property while p erforming services under t his Contract, and/or (3) coming in to contact with the public while performing services under this Contract:
a. Test for COVID -19 with either a polymerase chain reaction (PCR) or antigen test has an Emergency Use Authorization (EUA) by t he FDA or is operat ing per the Laboratory Developed Test requirements by the U.S. Centers for
Medicare and Medicaid Services. Testing must occur at least weekly, or more f requently as re quired by County or other applicable law, regulation or order.
b. Wear a mask that is consistent with CDC recommendations at all times while on County controlled or owned property, and while engaging with members of the public and
County workforce members.
c. Engage in proper physical distancing, as determined by the applicable County department that the Contract is with.
5.57.5 In addition to complying with the requirements of this section, Contractor shall also comply with all other applicable local , departmental, State, and federal laws, regulations and requirements for COVID-19. A completed Exhibit G (COVID-19 Vaccination Certification of Compliance) is a required part of any agreement with the County.
8.59 Prohibition from Participation in Future Solicitation(s) A Proposer, or a Contractor or its subs idiary or Subcontract or ("Proposer/Contractor"), is prohibited from submitting a bid or proposal in a County solicitation if the Proposer/Contractor has provided advice or CITY OF SANTA CLARITA Page 47
AO-22-030
consultation for the solicitatio n. A Proposer/Contractor is also prohibited from sub mitting a bid or prop osal in a County solicitat ion if the Proposer/Contractor has developed or prepared any of the solicitation materials on behalf of the County. A violation of this provision will result in the disqua lification of the Contractor/Proposer from participation in the County solicitation o r the termination or cancellation of any resultant County contract. This provision will survive the expiration, or other termination of this Agreement.
9 UNIQUE TERMS AND CONDITIONS
9.1 Contractor’s Charitable Activities Compliance
The Supervision of T rustees and Fundraisers for Charita ble Purposes Act regulates entities receiving or raising charitable contributions. The “Nonprofit Int egrity Act of 2004” (SB 1262, Chapt er 919) increased Charitable Purposes Act requirements. By requiring Contractors to complete the Certificate of Complianc e, Exhibit H, the County seeks to ensure that all Co unty contractors whic h re ceive or raise charitable contributions comply with California law in order to protect the County and its taxpayers. A Contractor which recei ves or raises charitable contributions without comp lying w ith its obligations under Calif ornia law commits a m aterial breach subjecting it to either contract termination or debarment proceedings or both. (County Code Chapter 2.202)
CITY OF SANTA CLARITA Page 48 AO-22-030
IN WITNESS WHEREOF, County has caused this Contract to be executed by its Chief Executive Officer. Contractor has caused this Contract to be executed by its duly authorized representative.
COUNTY OF LOS ANGELES
By___________________________ ____________________ FESIA A. DAVENPORT Date
CHIEF EXECUTIVE OFFICER
APPROVED AS TO FORM:
DAWYN R. HARRISON
Acting County Counsel
By___________________________
Senior Deputy County Counsel
City of Santa Clarita
By
Print Name _________________________
Title______________________________
CITY OF SANTA CLARITA Page 49
AO-22-030
EXHIBIT A
STATEMENT OF WORK
CITY OF SANTA CLARITA
INNOVATION FUNDS
I. Overview
Homelessness is a regional crisis. As such, one of the top priorities of the County of Los Angeles (County) Chief Executive Office’s Homeless Initi ative (CEO-HI) is to continue strengthening the collaboration between the County and diverse stakeholders, in cluding the 88 cities in Los Angeles County. Since cities have jurisdiction over planning/land use activities and have the insight to support locally specific solutions, cities play a unique role in our countywide efforts to prevent and combat homelessness . The Councils of Governments (COGs) have a unique and important role in facilitating a regional approach with their member cities to address homelessness.
Cities should use County i nnovation funds to implement activities that align with the approved Homeless Initiative Action Plan to Prevent and Combat Homelessness. These tasks are to be separate from and not duplicative of work funded for Region al Homelessness Coordination. The City of Santa Clarita (CITY) has been allocated $193,443 in Innovation Funds.
This Statement of Work (SOW) includes:
Information on the required deliverables for Innovation Funds. Cities/COGs should use Innovation f unds to support cities to implement activities that align with the approved Homeless Initiative Action Plan to Prevent and Combat Homelessness. These tasks are to be separate from and not duplicative of work funded for R egional Homelessness Coordination. The City has been allocated $193,443 in Innovation Funds.
Innovation Funds Methodology:
The City has two co -homelessness coordinators, an undergraduate intern and a graduate intern (Intern), who are responsible for fa cilitating the efforts of the Santa Clarita Community Task Force on Homelessness (Task Force). The se Interns will assess the progress of the Task Force in its ability to meet the criteria outlined within the City’s updated Community Plan to Address Homeles sness. Interns will also handle inquiries regarding homelessness from residents, link homeless residents to service providers, track legislation, apply for funding opportunities, and assist in large -scale capital projects such as the Bridge to Home permane nt shelter construction and the Family Promise transitional housing facility.
CITY OF SANTA CLARITA Page 50
AO-22-030
The City intends to expand the interim housing capacity by constructing a new shelter on a 32,000 square foot parcel of City -donated land, valued at $1.6 million. The interim housing facility will be a fourplex that will be occupied by PEH and at -risk families for periods of three to nine months. It will also have an emergency room for families that are in need of immediate assistance. The remaining four interim housing units will The maximum contract amount is not to exceed $193,443.
II. Objective
The City will use this funding to manage the tasks described below.
III. Tasks/Deliverables
Task 1. Homelessness Coordinator (Priority Area 2)
Program Description: The City will work with regional and local partners to facilitate the development of a new Community Plan to Address Homelessness. The City will also work to provide coordination services, track legislation, and apply for homeless-related funding upon earliest availability.
Deliverables/Performance Targets Timeline
1.a City to submit a Partnership Report listing/describing key internal and external stakeholders who will participate in the development of City Community Plan to Address
Homelessness. The City will have an updated Task Force
including at least 15 members from government agencies, non- profits organizations, and other stakeholder organizations.
Within 30 days of
contract execution
1.b Develop a Community Plan to Address Homelessness,
including brainstorming sessions and stakeholder outreach.
Begin implementation of action items identified in new
Community Plan.
Within 60 days of
contract execution
1.c Begin implementation of action items identified in new Community Plan.
Within 120 days of
contract execution
1.d Provide coordination of services that will result in connection of PEH and at-risk residents to direct services. The number of homeless residents assisted will be monitored closely through internal record keeping.
Target Outcome – Make community-based service linkages to at least eight (8) homeless residents quarterly
Quarterly
1.e Track homeless-related legislations and brief the City Council and management at least semi-annually.
Semi-Annually
1.f Research and apply for at least one funding opportunity – at least one annually.
Annually
CITY OF SANTA CLARITA Page 51 AO-22-030
Task 2: Increase Interim Housing (Priority Area 1)
Program Description: The City will work with Family Promise of Santa Clarita Valley to help facilitate the construction of an interim housing complex in the Newhall community.
Deliverables/Performance Targets Timeline
2.a Family Promise to submit final construction plans for City approval.
Within 60 days of
contract execution
2.b
Family Promise to break ground on the construction of the interim housing facility.
Within 180 days of
contract execution
2.c Family Promise to officially break ground and construction to commence
Within 240 days of
contract execution
2.d Family Promise shelter construction to be completed Within 320 days of contract execution
IV. Reporting, Documentation, and Invoices
The City shall provide quarterly reports, complete on -line surveys, and submit invoices, describing progress made on items in Tasks listed above. A final report will be due to the County prior to contract expiration describing the outcomes for all Tasks.
A. Provide a copy of the any subcontracted agreements necessary to implement the funded program in advance for County approval.
i. Within 60 days of contract execution
B. Submit invoices monthly to the County CEO-HI.
i. Invoices will not be paid w ithout the associated report describing progress made during the invoicing period
C. Submit Quarterly Reports and supporting documents.
D. Submit Final Report
i. Prior to contract expiration
All reports, invoices, and required documents must be submitted to the following three email addresses:
Onnie Williams III, Principal Analyst: [email protected] with copies to
[email protected]
[email protected]
CITY OF SANTA CLARITA Page 52 AO-22-030
EXHIBIT B
PRICING SCHEDULE
CITY OF SANTA CLARITA
Maximum Contract Amount Not to Exceed: $193,443
Up to $193,443 of the total contract budget is to be paid by County for City ’s Innovation costs. The County may pay up to $82,795 of the total Innovation sum amount upon submission to and County approval of subcontracts necessary to perform contract services to County.
When the Board approves future Fiscal Year funding alloc ations for Measure H, the contract may be amended to increase the contract budget.
INNOVATION FUNDS PROGRAM BUDGET
STAFFING COSTS
Position FTE/Months Rate Total
Homelessness Coordinator 0.5 FTE $18.34 $ 18,314
STAFFING SUBTOTAL $ 18,314
OPERATIONS COSTS
Family Promise – Interim Housing Construction Costs $ 175,129 OPERATIONS SUBTOTAL $ 175,129
INNOVATION SUBTOTAL $ 193,443
TOTAL CONTRACT SUM $ 193,443
*Changes within line items and/or categories require written authorization from the Co unty Project Manager. Written authorization may be defined to include letter, email, and fax. A contract amendment is not required for changes within line items and/or categories, not to exceed the maximum contract amount.
CITY OF SANTA CLARITA Page 53 AO-22-030
EXHIBIT C
COUNTY’S ADMINISTRATION
CONTRACT NO. AO-22-030
COUNTY PROJECT DIRECTOR:
Name: Jerry Ramirez__________________________
Title: _Manager, CEO_________________________
Address: _500 W. Temple St., Room 493 Los Angeles, CA 90012________________
COUNTY PROJECT MANAGER:
Name: _Onnie Williams____________________________
Title: _Principal Analyst____________________________
Address: _500 W. Temple St., Room 493 Los Angeles, CA 90012________________ E-Mail Address: [email protected]_______________________________
CITY OF SANTA CLARITA Page 54 AO-22-030
EXHIBIT D
CONTRACTOR’S ADMINISTRATION
CONTRACT NO: AO-22-030
CONTRACTOR’S PROJECT MANAGER:
Name: _______________________________________________________________ Title:
Address: _______________________________________________________________ E-Mail Address: _______________________________________________________________
CONTRACTOR’S AUTHORIZED OFFICIAL(S)
Name: _______________________________________________________________ Title:
Address: _______________________________________________________________ E-Mail Address: _______________________________________________________________
Notices to Contractor shall be sent to the following:
Name: _______________________________________________________________ Title:
Address: _______________________________________________________________ E-Mail Address: _______________________________________________________________
CITY OF SANTA CLARITA Page 55 AO-22-030
EXHIBIT E
CONTRACTOR ACKNOWLEDGEMENT AND CONFIDENTIALITY AGREEMENT
CONTRACTOR NAME ________________________________ Contract No.______________________
GENERAL INFORMATION:
The Contractor referenced above has entered into a contract with the County of Los Angeles to provide ce rtain services to th e County. The County requires the Corporation to sign this Contractor Acknowledgement and Confidentiality Agreement.
CONTRACTOR ACKNOWLEDGEMENT:
Contractor understands and agrees that the Contractor employees, consultants, Outsourced Vendors and independent contractors (Contractor’s Staff) that will provide services in the above referenced agreement are Contractor’s sole r esponsibility. Contractor understands and agrees that Contractor’s Staff must rely exclusively upon Contractor for payment of salary and any and all other benefits payab le by virtue of Contractor’s Staff’s performance of work under the above - referenced contract.
Contractor understands and agrees that Contractor’s Staff are not empl oyees of the County of Los Angeles for any purpose whats oever and that Contractor’s Staff d o not have and will not acquire any rights or benefits of any kind from t he County of Los Angeles by virtue of my performance of work under the above-referenced contract. Contractor understands and ag rees that Contractor’s Staff will not acquire any right s or benefits from the County of Los Angeles pursuant to any agreement between any person or entity and the County of Los Angeles.
CONFIDENTIALITY AGREEMENT:
Contractor and Contractor’s Staff may be involved with work pertaining to services provided by the County of Los Angeles and, if so, Contractor and Contractor’s Staff may have access to confidential data and information pertaining to persons and/or entities receiving services from the County. In addition, Contractor and Contractor’s Staff may also ha ve access to proprietary information supplied by other vendors doing busi ness with the County of Los Angeles. The County has a legal obligation to protect all such confidential data and information in its possession, especially data and information concer ning health, criminal, and welfare recipient records. Contractor and Con tractor’s Staff understand that if they are involved in Count y work, the County must ensure that Contractor and Contractor’s Staff, will protect the confidentiality of such data and information. Consequently, Contractor must sign this Confidentiality Agreement as a condition of work to be provided by Contractor’s Staff for the County.
Contractor and Contractor’s Staff hereby agrees that they will not divulge to any unauthorized person any data or information obtained while performing work pursuant to the above-referenced contract between Contractor and the County of Los Angeles. Contractor and Contractor’s Staff agree to forward all requests for the release of any data or information received to County’s Project Manager.
CITY OF SANTA CLARITA Page 56 AO-22-030
Contractor and Contractor’s Sta ff agree to k eep confidential all health, criminal, and welfa re recipient records and all da ta and information pertaining to per sons and/or entities receiving services from the County , design concepts, algorithms, programs, formats, documentation, Contractor proprietary information and all other original materials produced, created, or provided to Contractor and Contractor’s Staff under the above -referenced contract. Contractor and Contractor’s Staff agree to protect these confidential materials against di sclosure to o ther than Contractor or County employees who hav e a need to know the informatio n. Contractor and Contractor’s Staff agree that if prop rietary information supplied by oth er County vendors is provided to me during this employment, Contractor an d Contractor’ s St aff shall k eep su ch information confidential.
Contractor and Contractor’s Staff agree to report any and all vi olations of this agr eement by Contractor and Contractor ’s Staff and/or by any other person of whom Contractor and Contractor’s Staff become aware.
Contractor a nd Contractor’s Staff ackno wledge that violation of this a greement may subject Contractor and Contractor’s Staff to civil and/or criminal action and that the County of Los Angeles may seek all possible legal redress.
SIGNATURE:
DATE: _____/_____/_____
PRINTED NAME: __________________________________________
POSITION: _______________________________________________
CITY OF SANTA CLARITA Page 57 AO-22-030
EXHIBIT F
CITY OF SANTA CLARITA Page 58 AO-22-030
EXHIBIT F
CITY OF SANTA CLARITA Page 59 AO-22-030
EXHIBIT G
COVID-19 Vaccination Certification of Compliance
Urgency Ordinance, County Code Title 2 – Administration, Division 4 – Miscellaneous – Chapter 2.212
(COVID-19 Vaccinations of County Contractor Personnel)
I, ______________________________, on behalf of
____________________________, (the “Contractor”), certify that on County Contract __________________________________[ENTER CONTRACT NUMBER AND NAME]:_______________________________________________________________
All Contractor Personnel* on this Contract are fully vaccinated as required by the Ordinance.
Most Contractor Personnel* on this Contract are fully vacc inated as re quired by th e Ordinance. The Contractor or its employer of record, has granted a valid medical or religious exemption to the below identified Contractor Personnel. Contractor will certify weekly that the following unvaccinated Contractor Perso nnel ha ve te sted negative within 7 2 ho urs of starting their work week under the County Contrac t, unless the contracting County department requires otherwise. The Contractor Personnel who have been granted a valid medical or religious exemption are [LIST A LL CONT RACTOR PERSONNEL]:
*Contractor Personnel includes subcontractors.
______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________
I have authority to bind the Contractor, and have reviewed the requirements above and further certify that I will comply with said requirements.
_________________________________ _____________________________ Signature Date
_________________________________
Title
__________________________________
Company/Contractor Name
CITY OF SANTA CLARITA Page 60 AO-22-030
CERTIFICATE OF COMPLIANCE
TITLE REFERENCE CERTIFICATIONS
1 Compliance with Fair Chance
Employment Hiring Practices
Certification
Board Policy 5.250
Certifies Compliance
Yes No
2 Contractor’s Charitable Activities
Compliance
Nonprofit Integrity Act
of 2004” (SB 1262,
Chapter 919)
Certifies Compliance
Yes No
EXHIBIT H