South El Monte City Council
May 28, 2024

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This,is 8'true and,cerliffed copy of the rewrd
ffit.boam-the" seal, iniorinted in"purple Ink,'.,
of the Reql3trar-Ric6rider/ rder/County Coun Clerk rr6jj; 40, FEB 22 2012
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LEASE FOR CHILD CARE FACILITIES BETWEEN THE

CITY OF SOUTH EL MONTE AND AGUILAR FAMILY CHILD CARE
This Lease (" Lease") is entered into as of December 1, 2011 between the City of South El Monte, a public agency (" Landlord") and Aguilar Family Child Care (" Tenant").

Recitals
A. Landlord is the owner of certain land, buildings, and improvements located in South El Monte, California, commonly known as 1824 Central Avenue, South El Monte, California ( the " Project").

B. Landlord desires to lease to Tenant and Tenant desires to lease from Landlord a portion of the Project consisting of approximately 6, 000 square feet of interior ground floor space, as well as the entire enclosed outdoor space adjacent thereto, as shown on Exhibit A attached hereto ( the " Premises") for use as a child development center, on the terms and conditions in this Lease.

For good and valuable consideration, the parties agree as follows:

Section 1. Definitions
As used in this Lease the following terms shall have the following definitions:

Commencement Date" is defined in Section 3.

Event ofDefault" is defined in Section 27.

Landlord" is defined in the preamble of this Lease.

Lease " is defined in the preamble of this Lease.

Rent" is defined in Section 5.

Premises" is defined in Recital B.

Tenant" is defined in the preamble of this Lease.

Term " is defined in Section 3.

Termination Date " is defined in Section 3.

Trade Fixtures" is defined in Section 22( a).

Section 2. Lease
a) Landlord leases to Tenant and Tenant leases from Landlord the Premises on the terms and conditions in this Lease. Tenant may use non -reserved parking spaces at the Project at all times throughout the Term at no additional cost, and Landlord shall at all time make sure there is available for the use of Tenant and its employees, suppliers, shippers, customers, contractors and invitees, a sufficient number of parking spaces at the Project. Landlord covenants and agrees with Tenant that upon Tenant's paying the rental required under this Lease and paying all other charges and performing all of the covenants and provisions aforesaid on Tenant' s part to be observed and performed under this Lease, Tenant shall and may, subject to the rights of the Landlord under this Lease, peaceably and quietly have, hold, and enjoy the Premises in accordance with this Lease without any hindrance, molestation or ejection by Error! Unknown document property name.

Landlord.
b) The term. " Common Areas" is defined as all areas and facilities outside the Premises and within the .exterior boundary line of the Project and interior utility raceways and installations within the Premises that are provided and designated by the Landlord from time to time for the general non-exclusive use of Landlord, Tenant and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.
c) Landlord grants to Tenant, for the benefit of Tenant and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Landlord under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Landlord or Tenant' s designated agent, which consent may be revoked at any time. d) Landlord or such other person( s) as Landlord may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations (" Rules and Regulations") for the management, safety, care, cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Project and their invitees. Tenant agrees to abide by and conform to all such Rules and Regulations, and to use reasonable efforts to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Landlord shall not be responsible to Tenant for the non- compliance with said Rules and Regulations by other tenants of the Project.
e) Landlord shall have the right, in Landlord' s sole discretion, from time to time provided such actions do not unreasonably interfere with Tenant's use and enjoyment of the Premises):
i) To make changes to the Common Areas, including without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways;
ii) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; iii) To add additional buildings and improvements to the Common Areas; iv) To use the Common Areas while engaged in making additional improvements, repairs, or alterations to the Project, or any portion thereof; and
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v) To do or perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Landlord may, in the exercise of sound business judgment, deem to be appropriate.

Section 3. Term of Lease
a) The term of this Lease (" Term") shall commence on the date the center license application becomes effective (" Commencement Date"), and end on the one- year anniversary of the Commencement Date, unless sooner terminated or extended pursuant to the terms of this Lease (" Termination Date").
b) Landlord may, at its sole option, exercise one or more options to extend the Term for up to five (5) one- year terms. Such option(s) shall be exercised no later than one month prior to the expiration of the applicable term by written notice to Tenant. Rent for the Extended Term shall be as set forth in the schedule in Section 6. All other terms and conditions of this Lease shall remain in full force and effect during the Extended Term. c) Notwithstanding anything to the contrary in this Lease, either party may terminate this Lease for any reason upon at least thirty ( 30) days' notice to the other party; provided, however, that if Tenant terminates the Lease because Tenant loses its Los Angeles Universal Preschool ( LAUP) funding from the California Department of Education to operate the program at this facility, then Landlord acknowledges that less than thirty ( 30) days' notice may be given by Tenant to Landlord.

Section 4. Tenant Improvements
a) All construction work required or permitted by this Lease shall be done in a good and workmanlike manner, and in compliance with all applicable laws and ordinances, regulations, and orders of governmental authority and insurers of the Premises. Tenant may inspect the work of Landlord at reasonable times and shall promptly give notice to Landlord of observed defects.

Section 5. Initial Term Rent
a) Commencing on the Commencement Date, Tenant shall pay rent to the Landlord 1, 500 per month.

Section 6. Rent for Option Years
In the event Landlord exercises its option to extend the Lease pursuant to Section 3( b), Tenant shall pay Landlord the following rent: ( NOTE: DATES WILL BE INSERTED ONCE

COMMENCEMENT DATE IS DETERMINED)
Option Year 1 = 1, 575. 00
Option Year 2 = 1, 653. 75
Option Year 3 = 1, 736.44
Option Year 4 = 1, 823. 26
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Option Year 5 = $ 1, 914. 42
Section 7. Maintenance and Fee
Common Area Operating Expenses" are defined, for purposes of this Lease, as all costs incurred by Landlord relating to the ownership and operation of the Project, including, but not limited to, the following:
i) The operation, repair and maintenance, in neat, clean, good order and condition of the following:
aa) The Common Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Areas lighting facilities, fences and gates, elevators, roofs, and roof drainage systems.
bb) Exterior signs and tenant directories.
cc) Any fire detection and/or sprinkler systems.
ii) The costs of water, gas, and electricity to the Common Areas and any utilities not separately metered.
iii) Trash disposal, pest control services, property management, security services, and the cost of any environmental inspections.
iv) Reserves set aside for maintenance and repair of Common Areas. v) Any deductible portion of an insured loss concerning the Common areas. vi) The cost of any capital expenditure to the Project.

Section 8. Security Deposit
Upon execution of this Lease, Tenant shall deposit with Landlord the sum of One Thousand Five Hundred Dollars ($ 1, 500. 00) ( the " Security Deposit") as security for Tenant' s faithful performance ofits obligations under this Lease. If Tenant fails to pay rent or otherwise defaults under this Lease, Landlord may use, apply or retain all or any portion of said Security Deposit for the payment of any amount due Landlord or to reimburse or compensate Landlord for any liability, expense, loss or damage which Landlord may suffer or incur by reason thereof.

If Landlord uses or applies all or any portion of the Security Deposit, Tenant shall within 10 days after written request therefor deposit monies with Landlord sufficient to restore said Security Deposit to the full amount required by this Lease. Landlord shall not be required to keep the Security Deposit separate from its general accounts. Within 14 days after the expiration or termination of this Lease, if Landlord elects to apply the Security Deposit only to unpaid Rent or Maintenance Fees, and otherwise within 30 days after the Premises have been vacated, Landlord shall return that portion of the Security Deposit not used or applied by Landlord. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for 4-
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any monies to be paid by Tenant under this Lease. Tenant hereby waives the provisions of California Civil Code Section 1950. 7.

Section 9. Use
a) Tenant shall only be permitted to use the Premises for educational and charitable purposes by operating a child development center for families of limited means and other allied operations incident to the conduct of the business, and Tenant agrees not to use the Premises for any immoral or unlawful purpose. Landlord agrees that, subject to the prior reasonable review and approval by Landlord and compliance with all applicable governmental requirements and any signing criteria in any covenants, conditions, and restrictions recorded prior to the date of this Lease, Tenant may erect and maintain on the Premises and the building and improvements on the Project any signs advertising Tenant' s business, as Tenant may desire. b) Tenant shall not commit any acts on the Premises, nor use the Premises in any manner that will cause the cancellation of any fire, liability, or other insurance policy insuring the Premises or the improvements on the Premises.
c) Tenant shall not commit any waste or any public or private nuisance upon the Premises.
d) Tenant shall not violate any laws, rules, and orders of all federal, state, and municipal governments or agencies that may be applicable to use of the Premises.

Section 10. Utilities
During the Term, Landlord shall pay, before delinquency, all charges or assessments for water, sewer, gas, heat, electricity, garbage disposal, trash disposal, and all other utilities and services of any kind that may be used on the Premises, except for Tenant's telephone charges.

Section 11. Taxes
a) Landlord shall pay to the public authorities charged with the collection on or before the last day on which payment may be made without penalty or interest, all real estate taxes that are assessed against the Premises or arise because of the occupancy, use, or possession of the Premises subsequent to the commencement of the Term, and all installments of assessments that are due during the Term.
b) Landlord shall not be required to pay, discharge, or remove any tax ( including penalties and interest), assessment, tax lien, forfeiture, or other imposition or charge against the Premises or any part of_ the Premises or any improvements, for such time that Landlord is diligently and in good faith contesting the validity or the legality of the assessment, levy, or charge by appropriate legal proceedings, and so long as Landlord posts the necessary bond or security. to prevent the collection of the tax, assessment, imposition, or charge contested. Tenant agrees that Tenant will, upon the reasonable request of Landlord, at no cost or expense to Tenant, execute or join in the execution of any instrument or document necessary in connection with any proceeding.
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c) Tenant shall pay any and all. possessory interest taxes payable by Tenant, and Tenant is hereby notified that such taxes may be assessed on Tenant' s leasehold interest hereunder.

Section 12. Condition of Premises
Tenant acknowledges that as of the date of this Lease, Tenant has inspected the Premises and all improvements on the Premises and that, to Tenant' s actual knowledge the Premises and improvements are in good order, repair, and condition.

Section 13. Repairs and Maintenance
a) Landlord shall, at Landlord' s own expense, keep the entire Premises ( both interior and exterior, structural and non- structural), and the remainder of the Project, in good condition and repair, and in compliance with all laws, rules, and orders of all federal, state, and municipal governments or agencies.
b) If at any time during the Term, including renewals or extensions, Landlord fails to maintain the Premises, Tenant may, but shall not be required to, perform the maintenance or make the repairs or replacements for the account of Landlord; any sums expended by Tenant in so doing, shall be immediately due from Landlord on demand of Tenant.

Section 14. Alterations
a) Tenant shall not make any structural alterations to the building and improvements on the Premises, or any alterations that adversely affect utilities, without Landlord' s prior written consent; provided, however, non-structural alterations may be performed upon prior written notice but without Landlord' s consent. Landlord agrees not to unreasonably withhold approval of the alterations that require Landlord' s consent. Approval, however, may be conditioned upon among other things) the receipt by Landlord of a set of plans and specifications for the alterations no later than thirty ( 30) days prior to the scheduled construction of the alterations, and upon Tenant' s agreement to restore the Premises, if Landlord requires it at the end of the Term, to the same condition as before the alterations. All such alterations performed by Tenant shall be in accordance with applicable laws at Tenant' s own expense. Tenant will indemnify and defend Landlord for all liens, claims, or damages caused by any such alterations performed by Tenant.

Landlord agrees, when requested by Tenant, to execute and deliver any applications, consents, or other instruments required to permit Tenant to do this work or to obtain permits for the work. b) Except as set forth in Section 14( a) and excluding all of Tenant' s Trade Fixtures, all alterations and improvements made to the Premises shall become the property of Landlord and shall remain on and be surrendered with the Premises at the expiration or sooner termination ofthis Lease, including any renewals or extensions.
c) At least ten ( 10) days before any construction commences or materials are delivered for any alterations that Tenant is making to the Premises, Tenant shall give written notice to Landlord as to when the construction is to commence or the materials are to be delivered. Landlord shall then have the right to post and maintain on the Premises any notices that are required to protect Landlord and Landlord' s interest in the Premises from any liens for 6-
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work and labor performed or materials furnished in making the alterations; provided, however, that it shall be Tenant' s duty to keep the Premises free and clear of all liens, claims, and demands for work performed, materials furnished, or operations conducted on the Premises at the request of Tenant.
d) Tenant will not at any time permit any mechanics', laborers', or materialmen' s liens to stand against the Premises for any labor or material furnished to Tenant or claimed to have been furnished to Tenant or Tenant' s agents, contractors, or subtenants, in connection with work of any character performed or claimed to have been performed on the Premises by or at the direction or sufferance of Tenant; provided, however, that Tenant shall have the right to contest the validity or amount of any lienor claimed lien, upon giving to Landlord a letter executed by Tenant assuring that the lien or claimed lien will be paid, when and to the extent that the lien is finally determined to be valid and owing. Tenant' s right, however, to contest these liens shall not extend beyond the point where Landlord' s title to the Premises could be lost. On final determination of the lien or claim of lien, Tenant will immediately pay any final judgment rendered, with all property costs and charges, and shall have the lien released or judgment satisfied at Tenant' s own expense. If Tenant fails to pay the judgment promptly or otherwise fails to prevent any sale, foreclosure, or forfeiture of the Premises because of a lien, Landlord shall have the right, upon five ( 5) days' written notice to Tenant, to pay or prevent this action, and the amount paid by Landlord shall be immediately due and payable to Landlord.

Section 15. Entry
Tenant shall permit Landlord or Landlord' s agents, representatives, or employees to enter the Premises at all reasonable times and upon reasonable notice to inspect the Premises to determine whether Tenant is complying with the terms of this Lease, to perform maintenance and to do other lawful acts that may be necessary to protect Landlord' s interest in the Premises under this Lease or to perform Landlord' s duties under this Lease.

Section 16. Surrender of Premises; Holding Over
On the Termination Date or the end of any extension or renewal of this Lease, Tenant shall promptly surrender and deliver the Premises to Landlord in as good condition as they are now at the date of this Lease, reasonable wear and tear excepted.

Section 17. Indemnity
a) Tenant' s Indemnity
i. - To the fullest extent permitted by law, Tenant shall indemnify, defend and hold harmless the Landlord, its governing boards and commissions and the individuals thereof, and all its officers, agents, employees and representatives ( collectively hereinafter referred to as the " Landlord") from and against any and all demands, debts, liens, claims, losses, damages, liability, costs, expenses ( including, but not by way of limitation, fees and costs actually incurred, whether or not litigation has commenced), judgments or obligations, action, or causes of actions whatsoever, for or in connection to any injury, damage or loss ( including, but not limited to bodily injury, death, personal injury, 7-
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property damage, violation of any applicable Municipal, County, State, and Federal laws and regulations, Court Rules or ordinances, or any other type of loss) sustained or claimed to have been sustained by any person or persons, or corporation, or public or private entity arising out of the performance or nonperformance of services, operations, - duties, and other obligations of the Tenant, its officers, agents, employees, representatives, and subcontractors under this Lease.
ii. Tenant shall indemnify, defend and hold harmless Landlord, its officers, agents and employees from any .and all claims and losses occurring or resulting to any and all tenants, subcontractors, material men, laborers and any other person, firm or corporation furnishing or supplying work, services, materials or supplies in connection with the performance of work performed by or at the request of Tenant. iii. Tenant shall indemnify, defend, and hold harmless the Landlord, its agents, officers and employees from any and all Tenant employees' Worker's Compensation suits, liability, or expense and will bear the sole responsibility and liability for furnishing Worker' s Compensation benefits in an amount and form to meet the State of California' s statutory requirements, to any and all Tenant personnel. iv. Tenant shall indemnify the Landlord, and hold it harmless from any and all loss, damage, costs, and expenses, including reasonable attorney' s fees, suffered or incurred on account of any breach by Tenant ofits obligations and covenants set forth in this Lease.

V. The provisions of this indemnification clause shall not be limited to the availability or ability to collect insurance coverage, and shall survive the termination of this agreement.
b) Landlord's Indemnity
i. To the fullest extent permitted by law, Landlord shall indemnify, defend and hold harmless Tenant, its officers, agents and employees ( collectively hereinafter referred to as Tenant") from and against any and all demands, debts, liens, claims, losses, damages, liability, costs, expenses ( including, but not by way of limitation, fees and costs actually incurred, whether or not litigation has commenced), judgments or obligations, action, or causes of actions whatsoever, for or in connection to any injury, damage or loss including, but not limited to bodily injury, death, personal injury, property damage or any other type of loss) sustained or claimed to have been sustained by any person or persons, or corporation, or public or private entity arising out of the performance or nonperformance of the Landlord' s obligations under this Lease. ii. Landlord shall indemnify, defend, and hold harmless Tenant, its agents, officers and employees from any and all Landlord employees' Worker' s Compensation suits, liability, or expense and will bear the sole responsibility and liability for furnishing Worker's Compensation benefits in an amount and form to meet the State of California's statutory requirements, to any and all Landlord personnel. iii. Landlord shall indemnify Tenant, and hold it harmless from any and all loss, 8-
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damage, costs, and expenses, including reasonable attorney' s fees, suffered or incurred on account of any breach by Landlord ofits obligations and covenants set forth in this Lease. iv. The provisions of this indemnification clause shall not be limited to the availability or ability to collect insurance coverage, and shall survive the termination of this agreement.

Section 18: Insurance
PLEASE TAKE NOTICE: Tenant shall provide to Landlord copies of all insurance policies on or before the effective date of this Lease.
a) Without limiting Tenant' s and Landlord' s mutual indemnification and as a material condition of this Lease, Tenant shall procure and maintain for the duration of the Lease and any extended period thereof insurance with limits, coverages, terms and conditions at least as broad as shown below.
i. Commercial General Liability Insurance " occurrence" form to provide defense and indemnity coverage to Tenant, its employees, and Landlord for liability for bodily injury, personal injury, and property damage arising from, including, but not limited to, premises and operations, contractual liability, independent Tenants, products and completed operations, broad form property damage, and broad form liability with a combined single limit of $1, 000,000 per occurrence. The general aggregate limit shall apply separately to this Lease or the general aggregate shall be twice the required. per occurrence limit. The policy shall be endorsed to name the Landlord as additional insured.
ii. Automobile Liability Insurance to provide defense and indemnity coverage to Tenant, its employees, and Landlord for liability for bodily injury and property damage with a combined single limit of $1, 000, 000 per accident to cover owned, non -owned and hired automobiles if automobiles are used in the operation of program activities. The general aggregate limit shall apply separately to this Lease or the general aggregate shall be twice the required per accident limit. The policy shall be endorsed to name the Landlord as additional insured. iii. Employment Practices Liability Insurance to provide coverage for defense and damages ( including, but not limited to punitive, exemplary and multiplied damages) to Tenant, its employees, Landlord and independent Tenants for allegations, claims or lawsuits involving employment practices (including, but not limited to, discrimination, wrongful termination, harassment ( including sexual), emotional distress, mental anguish, or retaliation) brought by past, current or future employees in the amount of $1, 000,000 each claim with a maximum deductible of $35, 000. The policy shall be endorsed to provide coverage for prior acts. The policy shall be endorsed to name the Landlord as additional insured.

If the policy is written on a claims made form, upon renewal of this policy, the policy shall be endorsed to provide an extended claims reporting period of not less than one year following termination of this Lease. The Landlord shall 9-
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reimburse Tenant for the increase in premium related to this endorsement. It is the understanding of the parties that such increase in premium will not exceed 5, 000. In the event the increase in premium exceeds $ 5, 000, the Landlord reserves the right not to require the extended claims reporting period. iv. Professional Liability Insurance for Tenant' s errors and omissions with a limit of liability of $1, 000, 000 each incident. The general aggregate limit shall apply separately to this Lease or the general aggregate shall be twice the required each claim limit. Ifthe policy is written on a claim made form, such insurance shall be endorsed to provide an extended reporting period of not less than one year following termination of this Lease.

V. Workers' Compensation Insurance as required by the Labor Code of the State of California or Employers' Liability insurance for: ( 1) bodily injury with accident with limits of $1, 000,000 each accident; ( 2) disease with limits of $1, 000,000 per policy limit; and ( 3) disease with limits of $1, 000, 000 each employee. vi. Automobile Comprehensive and Collision Physical Damage Insurance for automobiles. The Tenant may commercially insure this risk or self -insure this risk. If commercial insurance is purchased, a " loss payee" endorsement covering the interest of Landlord shall be added onto the policy. vii. Commercial Crime Insurance including coverage for blanket employee dishonesty, theft, disappearance and destruction, forgery or alteration, and computer fraud in the amount of $500, 000 covering any and all principals, officers, employees, and agents involved in the performance of this Lease. A third party clause" covering the interest of the Landlord shall be added onto the policy.
viii. Student Accident Insurance with a limit of no less than $10, 000 per accident and a maximum deductible no greater than zero covering students for accidental death, dismemberment and loss of sight benefits, and hospital and professional medical expense benefits for all programs and activities sponsored directly or indirectly by the Tenant, including travel to and from programs and activities. b) Deductibles and Self -Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by Landlord.

At the option of Landlord, either Tenant shall cause its insurer to reduce or eliminate such deductibles or self-insured retention as respects Landlord; or Tenant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses, unless other arrangements have been made and approved by Landlord. c) Other Insurance Provisions
i. Landlord shall be named as an additional insured on the Comprehensive General Liability, Business Automobile Liability, and Employment Practices Liability policies. Landlord shall be named as loss payee on the Commercial Crime 10-
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policies as Landlord' s interest may appear.
ii. Tenant' s insurance shall be primary to any other insurance or self-insurance programs maintained by Landlord, with respect to liability resulting from or connected to Tenant' s acts or omissions, and such coverage shall be provided and maintained at Tenant' s own expense.
iii. Tenant shall report all serious incidents, including death and dismemberment, claims and lawsuits as soon as practical, but in no event later than the reporting provisions of governing insurance policies. Any failure to comply with reporting provisions of policies shall not affect coverage provided to Landlord. iv. Tenant' s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurance.

V. Each insurance policy required by this Lease shall be endorsed to state that except for non payment of premium, in which case ten ( 10) calendar days notice of cancellation shall be given, coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after sixty ( 60) calendar days prior written notice by certified mail, return receipt requested has been given to Landlord." vi. Insurance shall be placed with insurers admitted in the State of California and having a Best rating of no less that B+: V.
vii. Tenant shall furnish the Landlord with original endorsements and certificates of insurance that are required by this Lease. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Tenant shall provide to Landlord all endorsements and certificates and must be approved by the Landlord prior to funding. The Landlord reserves the right to require complete, certified copies of all -required insurance policies at any time.
viii. Tenant shall cause all subcontractors to procure and maintain for the duration of any work, services or operations performed insurance to cover claims for injuries including death), damage, or loss that may arise from or in connection with the performance or nonperformance of work, services, or operations by - the subcontractor or any of its officers, agents, employees, representatives, or volunteers.
d). Notification of Claims
Tenant shall immediately notify the Landlord in writing , of any and all incidents that result in a serious injury or death of a student, and the time, place and circumstances thereof, including identification of witnesses, if known.

A c6py of any and all demands, charges, notices, claims, summons, complaints, or other similar legal documents received by Tenant in connection to the services or operations pertaining to this Lease shall immediately be forwarded to the Landlord. As a result of 11-
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loss, damage or theft the Tenant shall file a claim with its insurance carrier and submit written notice within ten ( 10) working days to the Landlord' s Risk Manager.

Section 19. Compliance with Civil Rights Laws
Tenant shall comply with the provisions of state and federal civil rights laws which provide that no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving State or Federal financial assistance.

Section 20. Compliance with Section 504 and the ADA
Tenant shall comply with Section 504 of the Rehabilitation Act of 1973 which provides that no otherwise qualified handicapped individual in the United States shall, solely by reason of the handicap, be excluded from participation in, be denied the benefit or, or be subjected to discrimination under any programs or activity receiving Federal financial assistance. In addition, Tenant shall comply with the provisions of the Americans With Disabilities Act (ADA), provided, however, that any structural repairs to the Premises or the Project required in connection with the ADA shall be performed by Landlord at its sole cost and expense.

Section 21. Compliance with Drug -Free Workplace Act
Tenant must certify -that it will provide a drug- free workplace in accordance- with the provision ofthe Drug -Free Workplace Act of 1988.

Section 22. Trade Fixtures
a) Tenant shall have the right, at any time and from time to time during the Term and any renewals or extensions, at Tenant' s sole cost and expense, to install and affix on the Premises items for use in Tenant' s trade or business, which Tenant, in Tenant' s sole discretion, deems advisable ( collectively " Trade Fixtures"). Trade Fixtures installed in the Premises by Tenant shall always remain the property of Tenant and may be removed at any time or the expiration of the Term or any extension, provided that any damage to the Premises caused by the removal of the Trade Fixtures shall be repaired by Tenant, and further provided that Landlord shall have the right to keep any Trade Fixtures or to require Tenant to remove any Trade Fixtures that Tenant might otherwise elect to abandon.
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b) As security for Tenant' s performance of obligations under this Lease, Tenant grants to Landlord a security interest in all Trade Fixtures owned by Tenant and now or later placed on the Premises by Tenant. Any right to remove the Trade Fixtures given Tenant by the provisions of Section 22( a) shall be exercisable only if, at the time of the removal, Tenant is not in default in performance of this Lease. Tenant may, however, at any time Tenant is not in default in performance of this Lease, trade in or replace any Trade Fixture, free of the security interest created by this section. This security interest will then attach to the item that replaced the previous Trade Fixture. Upon default under this Lease, Landlord shall immediately have as to the Trade Fixtures the remedies provided to a secured party under relevant sections of the California Uniform Commercial Code.
c) Any Trade Fixtures that are not removed from the Premises by Tenant within thirty ( 30) days after the Termination Date shall be deemed abandoned by Tenant and shall automatically become the property, of Landlord as owner of the real property to which they are affixed and not due to the lien provided to Landlord in Section 22(b).

Section 23. Signs
Tenant shall not place, maintain, nor permit on any exterior door, wall, or window of the Premises any sign, awning, canopy, marquee, or other advertising without the express written consent of Landlord. Furthermore, Tenant shall not place any decoration, lettering, or advertising matter on the glass of any exterior window of the Premises without the written approval of Landlord. If Landlord consents to any sign, awning, canopy, marquee, decoration, or advertising matter, Tenant shall obtain any necessary permits or licenses therefor and maintain it in good appearance and repair at all times during this Lease. At the Termination Date, any of the items mentioned in this section that are not removed from the Premises by Tenant may, without damage or liability, be destroyed by Landlord.

Section 24. Damage and Destruction
a) Ifthe building or other improvements constructed on the Premises are damaged or destroyed, whether partially or entirely, by any cause, Landlord shall repair,. restore, or reconstruct the damaged or destroyed building and other improvements so that the condition and quality of the new building and other improvements shall be as near as reasonably possible to the condition and quality immediately prior to the damage or destruction to the extent that proceeds of insurance are available. Damage to or destruction of any portion of the building, fixtures, or other improvements on the Premises by fire, the elements, or any other cause shall not terminate this Lease or entitle Tenant to surrender the Premises or otherwise affect the respective obligations of the parties, any present or future law to the contrary notwithstanding. However, if the building, fixtures, or other improvements on the Premises are totally destroyed or damaged to the extent that the Premises is wholly unsuitable or inadequate for the purposes for which Tenant was using the Premises prior to the destruction or damage, all Minimum Monthly Rent shall abate effective the date of the destruction or damage.
b) If the Premises are damaged or destroyed in whole or in part and the available insurance proceeds are equal to the cost of repair, less any applicable deductible amount, Landlord shall proceed with due diligence to have plans and specifications prepared, to 13-
Error! Unknown document property name.

commence rebuilding, reconstruction, or restoration as promptly as possible after the occurrence of the event causing the damage or destruction, and thereafter to diligently complete the work. If the insurance proceeds are not equal to the cost of repair, Landlord may, but shall not be obligated to do whatever may be necessary for the rebuilding, recordation, repair, or restoration of any building or improvements damaged or destroyed at its own cost and expense. c) Regardless of any contrary provisions in this Lease, if the Premises are damaged or destroyed by any cause to the extent of more than twenty- five percent ( 25%) of its insurable value or if the available insurance proceeds are less than the cost to repair, Landlord may, at Landlord' s sole option, terminate this Lease within ninety (90) days of the damage or destruction by giving written notice to Tenant.

Section 25. Condemnation
a) If, during the Term or any renewal or extension, the whole of the Premises shall be taken pursuant to any condemnation proceeding, this Lease shall terminate as of 12: 01 a.m. of the date that actual physical possession of the Premises is taken, and after that, both Landlord and Tenant shall be released from all obligations under this Lease. b) If, during the Term or any renewal or extension, only a part of the Premises is taken pursuant to any condemnation proceeding and the remaining portion is not suitable or adequate for the purposes for which Tenant was using the Premises prior to the taking, or if the Premises should become unsuitable or inadequate for those purposes by reason of the taking of any other property adjacent to or over the Premises pursuant to any condemnation proceeding, or if by reason of any law or ordinance the use of the Premises for the purposes specified in this Lease shall become unlawful, then and after the taking or after the occurrence of other described events, Tenant shall have the option to terminate, and the option can be exercised only after the taking or after the occurrence of other described events by Tenant giving ten ( 10) days' written notice to Landlord, and rent shall be paid only to the time when Tenant surrenders possession of the Premises. Without limiting the generality of the previous provision, it is agreed that in the event of a partial taking of the Premises pursuant to any condemnation proceeding, if the number of square feet of floor area in the portion remaining after the taking is less than eighty percent 80%) of the number of square feet of floor area at the commencement ofthe Term, Tenant shall, after the taking, have the option to terminate this Lease on ten ( 10) days' written notice to Landlord, and rent shall be paid only to the time when Tenant surrenders possession of the.

Premises.
c) If only a part of the Premises is taken pursuant to any condemnation proceeding under circumstances that Tenant does not have the option to terminate this Lease as provided in this Section, or having the option to terminate, Tenant elects not to terminate, then Landlord shall at Landlord' s expense promptly proceed to restore the remainder of the Premises to a selfcontained architectural unit. d) If the whole or any part of the Premises are taken pursuant to any condemnation proceeding, then Landlord shall be entitled to the entirety of any condemnation award except that portion allocable to Tenant' s unsalvageable Trade Fixtures. 14-
Error! Unknown document property name.

Section 26. Assignment and Subletting
Tenant shall not assign this Lease or sublease the Premises without the prior written consent of Landlord, which may be withheld in Landlord' s sole and absolute discretion.

Subsequent to any assignment or sublease Tenant shall remain primarily liable for the rental to be paid under this Lease and the performance of all terms and conditions of this Lease. There shall be no change in the use of the Premises without the prior written consent of Landlord, which may be withheld in Landlord' s sole and absolute discretion. Notwithstanding anything to the contrary herein, Tenant shall have the right, without first obtaining the consent of Landlord, to assign the Lease or sublease the Premises or otherwise share or transfer use or occupancy of the Premises to ( a) its affiliates; ( b) any entity resulting from a merger or consolidation of Tenant with any organization; ( c) any entity acquiring substantially all of the stock or a substantial portion ofthe business or assets of Tenant; ( d) any entity succeeding to the business and assets of Tenant; or ( e) any entity which controls, or is controlled by, is under common control with Tenant ( and such affiliates shall have the same rights as Tenant under this paragraph). No change of stock ownership or control of Tenant shall constitute an assignment hereunder.

Section 27. Default
Any of the following events or occurrences shall constitute a material breach of this Lease by Tenant and, after the expiration of any applicable grace period, shall constitute an event of default (each an " Event of Default"):
a) The failure by Tenant to pay any amount in full when it is due under the Lease, if the failure has continued for a period of five ( 5) days after Landlord demands in writing that Tenant cure the failure;
b) The failure by Tenant to perform any obligation under this Lease, which by its nature Tenant has no capacity to cure;
c) The failure by Tenant to perform any other obligation under this Lease, if the failure has continued for a period of thirty ( 30) days after Landlord demands in writing that Tenant cure the failure. If, however, by its nature the failure cannot be cured within thirty ( 30) days, Tenant may have a longer period as is necessary to cure the failure, but this is conditioned upon Tenant' s promptly commencing to cure within the thirty ( 30) day period and thereafter diligently completing the cure. Tenant shall indemnify and defend Landlord against any liability, claim, damage, loss, or penalty that may be threatened or may in fact arise from that failure during the period the failure is uncured;
d) Any of the following: A general assignment by Tenant for the benefit of Tenant' s creditors; any voluntary filing, petition, or application by Tenant under any law relating to insolvency or bankruptcy, whether for a declaration of bankruptcy, a reorganization, an arrangement, or otherwise; the abandonment, vacation, or surrender of the Premises by Tenant without Landlord' s prior written consent; or the dispossession of Tenant from the Premises other than by Landlord) by process of law or otherwise; 15-
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1 e) The appointment of a trustee or receiver to take possession of all or substantially all of Tenant' s assets; or the attachment, execution or other judicial seizure of all or substantially all of Tenant' s assets located at the Premises or of Tenant' s interest in this Lease, unless the appointment or attachment, execution, or seizure is discharged within thirty. (30) days; or the involuntary filing against Tenant, or any general partner of Tenant if Tenant is a partnership, of i) a petition to have Tenant, or any partner of Tenant if Tenant is a partnership, declared bankrupt, or
ii) a petition for reorganization or arrangement of Tenant under any law relating to insolvency or bankruptcy, unless, in the case of any involuntary filing, it is dismissed within sixty ( 60) days;
f) The abandonment of the Premises by Tenant.

Section 28. Remedies
Upon the occurrence of an Event of Default, Landlord, in addition to any other rights or remedies available to Landlord at law or in equity, shall have the right to a) Terminate this Lease and all rights of Tenant under this Lease by giving Tenant written notice that this Lease is terminated.
b) Continue this Lease, and from time to time, without terminating this Lease, either i) recover all rent and other amounts payable as they become due or ii) relet the Premises or any part on behalf of Tenant on terms and at the rent that Landlord, in Landlord' s sole discretion, may deem advisable, and apply the proceeds of reletting to the rent and other amounts payable by Tenant. To the extent that the rent and other amounts payable by Tenant under this Lease exceed the amount of the proceeds from reletting, the Landlord may recover the excess from Tenant as and when due. Landlord acknowledges that Tenant may terminate this Lease at any time upon thirty (30) days notice, and therefore Tenant shall have no liability to Landlord for any costs incurred in reletting. c) Upon the occurrence of an Event of Default, Landlord shall also have the right, with or without terminating this Lease, to re- enter the Premises and remove all persons and property from the Premises. Landlord may store the property removed from the Premises in a public warehouse or elsewhere at the expense and for the account of Tenant. d) None of the following remedial actions, alone or in combination, shall be construed as an election by Landlord to terminate this Lease unless Landlord has in fact given Tenant written notice that this Lease is terminated or unless a court of competent jurisdiction decrees termination of this Lease. If Landlord takes any of the previous remedial actions without terminating this Lease, Landlord may nevertheless at any later time terminate this Lease by written notice to Tenant.
16-
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J
e) After the occurrence of an Event of Default, Landlord, in addition to or in lieu of exercising other remedies, may, but without any obligation to do so, cure the breach underlying the Event of Default for the account and at the expense of Tenant. However Landlord must by prior notice first allow Tenant a reasonable opportunity to cure, except in cases of emergency, where Landlord may proceed without prior notice to Tenant. Tenant shall, upon demand, immediately reimburse Landlord for all reasonable, actual, out- of-pocket costs, including costs of settlements, defense, court costs, and attorney fees that Landlord actually incurs in the course of any cure.
f) - No security or guaranty for the performance of Tenant' s obligations that Landlord may now or later hold shall in any way constitute a bar or defense to any action initiated by Landlord for unlawful detainer or for the recovery of the Premises, for enforcement of any obligation of Tenant, or for the recovery of damages caused by a breach of this Lease by Tenant or by an Event of Default.
g) Except where this is inconsistent with or contrary to any provisions of this Lease, no right or remedy conferred upon or reserved to either party is intended to be exclusive of any other right or remedy, or any right or remedy given or now or later existing at law or in equity or by statute. Except to the extent that either party may have otherwise agreed in writing, no waiver by a party of any violation or nonperformance by the other party of any obligations, agreements, or covenants under this Lease shall be deemed to be a waiver of any subsequent violation or nonperformance of the same or any other covenant, agreement, or obligation, nor shall any forbearance by either party to exercise a remedy for .any violation or nonperformance by the other party be deemed a waiver by that party of the rights or remedies with respect to that violation or nonperformance.

Section 29. Waiver of Breach
Any express or implied waiver of a breach of any term of this Lease shall not constitute a waiver of any further breach of the same or other term of this Lease; and the acceptance of rent shall not constitute a waiver of any breach of any term ofthis Lease, except as. to the payment of rent accepted.

Section 30. Notices
Except as otherwise expressly provided by law, all notices or other communications required or permitted by this Lease or by law to be served on or given to either party to this Lease by the other party shall be in writing and shall be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to Tenant at:

Ofelia Aguilar
Aguilar Family Child Care
1637 Maxson Road
South El Monte, California 91733
Attn: Ofelia Aguilar, ( 626) 448- 6943
17-
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or to Landlord at:

City of South El Monte
1415 N. Santa Anita Avenue
South El Monte, California 91733
Attn: Anthony R. Ybarra, City Manager
Either party, Tenant or Landlord, may change the address for the purpose of this Section by giving written notice of the change to the other parry in the manner provided in this Section.

Section 31. Heirs and Successors
This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of Landlord and Tenant.

Section 32. Partial Invalidity
Should any provision of this Lease be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this Lease shall remain in effect, unimpaired by the holding.

Section 33: Entire Agreement
This instrument constitutes the sole agreement between Landlord and Tenant respecting the Premises, the leasing of the Premises to Tenant, and the specified lease term, and correctly sets forth the obligations of Landlord and Tenant. Any agreement or representations respecting the Premises or their leasing by Landlord to Tenant not expressly set forth in this instrument are void.

Section 34. Time of Essence
Time is of the essence in this Lease.

Section 35. Rent
All monetary obligations of Tenant to Landlord under the Lease shall constitute rent.

Section 36. Amendments
This Lease may be modified only in writing duly executed by the parties.

Section 37. Merger
The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation of the Lease, or a termination by Landlord, shall not work a merger, and shall, at the option of Landlord, terminate all or any existing subtenancies or may, at the option of Landlord, operate as an assignment to a Landlord of any of the subtenancies. 18-
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Section 38. Governing Law
This Lease shall be governed by and construed in accordance with California law.

Section 39. No Brokerage Commission
Each party agrees and acknowledges that no commission is due any real estate broker in connection with this Lease.

Section 40. Recording
Upon request by Landlord, Tenant shall execute, acknowledge and return to Landlord a recordable Memorandum of Lease evidencing the Lease, for recording.

The parties have executed this Lease as of the date first above written.

Landlord:

City of South El Monte,
a municipal corporation
19-
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Tenant:

Aguilar Family Child Care
By: N& a
VO

RESOLUTION NO. 11- 80

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTH EL

MONTE APPROVING A LEASE AGREEMENT BETWEEN THE CITY OF

SOUTH EL MONTE AND AGUILAR FAMILY CHILD CARE

THE CITY COUNCIL OF THE CITY OF SOUTH EL MONTE DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. The City Council hereby approves the lease agreement with Aguilar Family Child Care for child care facilities at 1824 Central Avenue, South El Monte for a term of one year•, expiring on the anniversary date that the center license application with the State becomes effective.

SECTION 2. The Mayor shall execute the agreement on behalf of the City.

SECTION 3. The City Clerk shall certify to the passage and adoption of this resolution.

PASSED, APPROVED AND ADOPTED this 13th day of December 2011.

ATTEST:

City C16i

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES) SS:

CITY OF SOUTH EL MONTE )
I, Rose Juarez, City Clerk of the City of South El Monte, do hereby certify that the foregoing Resolution, being Resolution No. 11- 80, was passed and approved by the City Council of the City of South El Monte, at a regular meeting of said Council held on the 131' day of December
2011, and that the Resolution was adopted by the following vote:

AYES: Delgado, Garcia, Gonzales, Ili, (Mayor) Aguinaga
NOES: None
ABSENT: None
ABSTAIN: None
City 66V

ATTACHMENT C

City Council Agenda Report
Agenda Item No. 7.f.

DATE: May 28, 2024
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: Guillermo Arreola, Director of Community Development SUBJECT: REVIEW OF 4TH OF JULY FIREWORKS STAND PERMIT

APPLICATIONS
SUMMARY: Pursuant to Section 8.08.050 of the South El Monte Municipal Code, the City Council has the authority to grant up to eight fireworks stand permits per year to qualified organizations. Pursuant to 8.08.040, the City Administrator is required to investigate and report to the Council recommending for or against issuance of the requested permits.

RECOMMENDED ACTION: Staff recommends City Council receive and file the report and grant permits to allow for four (4) firework stands and for which applications have been received in conjunction with the Fourth of July 2024. The Planning Division has reviewed the applications and find that they comply with Chapter 8.08 of the South El Monte Municipal Code.

FISCAL/FINANCIAL IMPACT: The City will generate $125 per application; $100 of the application fee is a refundable deposit that will be retained until the booths are satisfactorily removed.

DISCUSSION: For the Fourth of July 2024 commemoration, the City received four (4) applications along with the corresponding $125.00 application fee from the vendors. All four of the applicants have previously received approvals. The following four are seeking approval for the 2024 firework permit:

1. Bobby Salcedo Memorial Foundation - 1954 Durfee Ave.

2. Knights of Columbus #13011 - 1625 Santa Anita Ave.

3. South El Monte High School Football - 1858 Durfee Ave.

4. National Little League of South El Monte - 1533 Peck Rd.

For the 2024 Fourth of July celebration, fireworks may be sold and discharged between Friday, June 28th, 2024, and Thursday, July 4th, 2024, inclusively.

Section 8.08.050 of the Municipal Code states the City Council has the authority to grant up to eight fireworks stand permits per year to qualified organizations. Upon review of the four applications, Staff has determined that all four applications meet the required standards, and therefore qualify to receive a permit.

ATTACHMENT(S):

A. 4th of July Applications (2024)
B. LOCATION MAP

ATTACHMENT A

01257.0005/969729.1 -1-

ATTACHMENT B
2024 FIREWORKS STANDS

PROPOSED LOCATIONS
C
AC
BC
DC
A. Bobby Salcedo Memorial Foundation
1954 Durfee Avenue
B. Knights of Columbus #13011
1625 Santa Anita Avenue
C. South El Monte High School Football
1001 Durfee Avenue
D. National Little League of South El Monte
1533 North Peck Road
E.

City Council Agenda Report
Agenda Item No. 7.g.

DATE: May 28, 2024
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: John Poehler, Director of Public Works
SUBJECT: CONSIDERATION AND APPROVAL OF RESOLUTION NO.
24-176, APPROVING A SITE-HOST AGREEMENT WITH

ELECTRIC VEHICLE CHARGING SOLUTIONS (EVCS) TO

INSTALL ELECTRIC CHARGING STATIONS FOR PUBLIC
USE
SUMMARY: Staff seeks City Council approval to enter into a site host agreement with Electric Vehicle Charging Solutions (EVCS) for the installation of electric vehicle charging infrastructure and systems in the Community Center's rear parking lot.

RECOMMENDED ACTION: Staff recommends City Council:

1. Adopt Resolution No. 24-176, approving a Site-Host Agreement with Electric Vehicle Charging Solutions for the installation of electric vehicle chargers for public use; and

2. Authorize City Manager or designee to negotiate and execute the agreement.

FISCAL/FINANCIAL IMPACT: There are no immediate financial impacts. The estimated total investment for infrastructure and work is approximately $300,000. The Energy Coalition (TEC) will utilize grant funds received from the California Air Resources Board's Clean Mobility Options (CMO) Voucher Pilot Program to cover the expenses associated with the installation of the EV charging stations. No local match is required.

DISCUSSION: In October 2020, the City of South El Monte (City) endorsed The Energy Coalition's (TEC) application to participate in the California Air Resources Board's Clean Mobility Options (CMO) Voucher Pilot Program. This program aims to enhance access to clean transportation and expand zero-emission mobility choices for disadvantaged and low-income communities. CMO provides funding for mobility projects that increase residents’ access to key destinations by providing various clean transportation options.

In 2021, TEC received notification that its application had been approved for funding by the California Air Resources Board (CARB). However, due to an unforeseen increase in

the cost of insurance, TEC was compelled to postpone the project until additional funding could be secured. In November 2023, TEC successfully secured an additional $500,000 from CARB to meet the required project total of $1,500,000. Alongside TEC, the grant enables the City to collaborate with Active San Gabriel Valley (ActiveSGV) and Mobility Development, leveraging their expertise to launch an Electric Carshare Program and to install eight public Level-2 chargers.

The Energy Coalition (TEC) selected Electric Vehicle Charging Solutions (EVCS) to provide a full-service turnkey EV charger installation solution, managing the purchase, installation, operation, and ongoing maintenance of eight Level-2 pay-for-use chargers in the Community Center’s rear parking lot. EVCS boasts a robust network, currently operating over 800 Level-2 and 400 DC Fast Chargers across 220 locations. To proceed with the installation, a site-host agreement with EVCS is necessary. The agreement term is five years. The estimated total investment for infrastructure and work (prevailing wage) is approximately $300,000. Payment to EVCS will be facilitated through grant funds received by TEC. There is no local match requirement from the City. The estimated completion timeframe ranges from 18-30 months.

Through negotiations with EVCS, staff secured the following additional key agreement provisions:
• EVCS assumes 100% of the maintenance obligation over the five-year contract term.
• City to claim 30% of generated carbon credits in contract years three through five. • As a site host, the City will receive revenue sharing at a rate of $0.05 per kWh used from EVCS.

Additionally, significant benefits include:
• Advancing the City’s desire to transition to a sustainable energy future. • Leveraging existing grant fund opportunities.
• Turn-key EV charging station installation, minimizing impact on City resources and staff.
• EVCS to handle 100% of maintenance for the duration of the agreement.

Staff recommends that City Council authorize the City Manager or their designee to execute a site-host agreement with Electric Vehicle Charging Solutions (EVCS). This agreement pertains to the installation of eight publicly accessible, pay-for-use EV Charging Stations in the Community Center’s rear parking lot located at 1530 Central Avenue, South El Monte, CA 91733.

Staff report prepared by Andrés González, Senior Public Works Analyst.

ATTACHMENT(S):

A. Resolution No. 24-176
B. EVCS Site Host Agreement (1)

01257.0006/984666.1

ATTACHMENT A
RESOLUTION NO. 24-176

A RESOLUTION OF THE SOUTH EL MONTE CITY COUNCIL

AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO

EXECUTE A SITE-HOST AGREEMENT FOR THE

INSTALLATION OF PUBLIC USE ELECTRIC VEHICLE

CHARGERS WITH ELECTRIC VEHICLE CHARGING

SOLUTIONS (EVCS)
WHEREAS, in October 2020, the City of South El Monte (“City”) endorsed The Energy Coalition's (“TEC”) application to participate in the California Air Resources Board's Clean Mobility Options (“CMO”) Voucher Pilot Program to cover the expenses associated with the installation of EV charging station in the City; and
WHEREAS, the estimated total investment for infrastructure and work is approximately $300,000. TEC will utilize grant funds received from the California Air Resources Board's CMO Voucher Pilot Program to cover the expenses associated with the installation of EV chargers, and no local match is required; and
WHEREAS, the City desires to enter into a site-host agreement with Electric Vehicle Charging Solutions (“EVCS”) to provide a turn-key solution in which it will cover the cost of EV charger installation, operations, and maintenance during the agreement term; and WHEREAS, the proposed site-agreement would provide the City with eight (8) level-2 electric vehicle charging stations and would allow the City to claim 30% of generated carbon credits in contract years three (3) through five (5) and to receive a share of revenue at a rate of $0.05 per kWh used from EVCS.

NOW, THEREFORE, THE SOUTH EL MONTE CITY COUNCIL HEREBY RESOLVES AS FOLLOWS:

SECTION 1. The above recitals are true and correct and incorporated by reference.

SECTION 2. The City Council hereby authorizes and directs the City Manager or his designee to execute a site-host agreement with Electric Vehicle Charging Solutions for the installation of eight (8) publicly accessible, pay-for-use, EV Charging Stations in the Community Center’s rear parking lot located at 1530 Central Avenue, South El Monte, CA 91733.

01257.0006/984666.1
SECTION 3. The City Clerk shall certify to the passage and adoption of this resolution.

PASSED, APPROVED and ADOPTED this 28th day of May 2024. _____________________________
Gloria Olmos, Mayor
ATTEST:
_____________________________
Donna G. Schwartz, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF SOUTH EL MONTE )
I, Donna G. Schwartz, City Clerk of the City of South El Monte, do hereby certify that the foregoing Resolution, being Resolution No. 24-176 was passed and approved by the City Council of the City of South El Monte at a Regular meeting of said Council held on the 28th day of May 2024, and that said Resolution was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_____________________________
Donna G. Schwartz, City Clerk

[1]

ATTACHMENT B

SITE HOST AGREEMENT
This Site Host Agreement (hereafter the “Agreement”) is effective as of (hereafter the “Effective Date”) by and between EV Charging Solutions, Inc., a California corporation with its principle place of business at 11800 Clark Street, Arcadia, California 91006 (hereafter “EVCS”), and The City of South El Monte with its principal place of business located at 1415 Santa Anita Avenue South El Monte, CA 91733 (hereafter “Site Host”). EVCS and Site Host may collectively be referred to herein as the “Parties" or individually as “Party.”

RECITALS
WHEREAS, EVCS has access to public and/or private funding to install and operate Level II Charging stations used for charging and/or recharging electric vehicles (hereafter the "Equipment"); and
WHEREAS, this funding is intended to improve the availability and reliability of electric vehicle charging systems; and
WHEREAS, Site Host wishes to allow the construction, operation, and/or maintenance of one or more items of Equipment on its real property located at 1530 Central Avenue, South El Monte, CA 91733 (hereafter “Property” and/or “Site”) and also wishes to allow public use of the Equipment; and
WHEREAS, the Parties wish to collaborate by utilizing their respective resources to promote the electric transportation sector; and
WHEREAS, the Parties wish to share the revenue realized from the sale of electricity stemming from the utilization of the Equipment on the Property as more fully described below; and WHEREAS, the Parties desire that this Agreement shall remain in effect, subject to the terms and conditions set forth below, for five (5) years after the commissioning date (i.e., date when the Equipment is placed in service on the Property);
NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, EVCS and Site Host agree as follows:

1. Recitals
The Parties agree that the foregoing Recitals are true, correct, and accurate.

EVCS’ General Obligations for Equipment and Services EVCS shall provide the following equipment and services funded by the Clean Mobility Options voucher grant:

[2]

ATTACHMENT B
a) Purchase of the Equipment (consisting of 8 Level II Stations), the general specifications for which are detailed in Exhibit A together with all other mechanical, electrical, and physical components necessary for the installation, connection, and operation of the Equipment in accordance with this Agreement (the Parties agree that the Equipment delivered to the Property shall be the same or substantially similar to the equipment detailed in Exhibit A);
b) Preparation of the Property and installation of the Equipment at the location(s) approved, specified and identified by Site Host (the “Project Site”) and performed by qualified and licensed contractor(s) in accordance with local codes, permitting, and inspection requirements, as detailed in Exhibit B. Once funding is reserved and further feasibility and recommendations are made by EVCS’ electrical contractor in accordance with Site Host’s written approval, the Parties shall further specify the approved location(s) and Site design by mutual written agreement on Exhibit B; c) Payment of all costs of its contractors associated with the delivery, site preparation, installation, and setup of the Equipment at the Project Site; d) In EVCS’ sole discretion, design, installation, wiring, connection and integration of the charging system, consumption/use meters, and related equipment into the public power grid in a manner sufficient to allow operation of the charging station(s) and the ongoing metering of power usage from each charging port; e) Ongoing maintenance/repairs of the Equipment for the term of the Agreement; f) All necessary communications, instructions, and network systems to facilitate public use of the Equipment to charge electric vehicles; g) Periodic reports to Site Host on the utilization of the Equipment.

2. Site Host General Obligations
Site Host shall undertake the following, at Site Host’s sole expense:
a) Provide full, complete and unfettered access to EVCS for the placement, use, and operation of the Equipment at the Project Site for the term of this Agreement; b) A five thousand dollar ($5,000) refundable deposit (hereafter “Refundable Deposit”) to EVCS is waived.
c) Provides the necessary temporary construction access for EVCS and its contractors for preparation of the Project Site and for installation of the Equipment; d) Provides necessary ongoing utility easements and /or access for installation, usage, and maintenance of power lines, conduits, meters and Equipment;

[3]

ATTACHMENT B
e) Allow full, complete and unfettered ongoing access to the Project Site and Equipment in order for EVCS to collect, use, and distribute data for the term of the Agreement;
f) Will not knowingly allow the Equipment to be, and will take reasonable steps to prevent the Equipment from being opened, accessed, modified, or repaired by anyone other than EVCS or its licensed contractors;
g) Will not sell, alienate, hypothecate, transfer, assign, encumber or otherwise pledge the Equipment;
h) Use best efforts to prevent damage and vandalism of any type to the Equipment; i) Will not, and will not permit or allow any third party to, open, move, modify, reverse engineer, or disassemble the whole or any part of the Equipment or any part thereof in any manner;
j) Will not, and will not permit or allow any third party to, uninstall the Equipment; k) Allow EVCS and its approved contractors full, complete and unfettered access to the Project Site for installation, maintenance, repair, replacement and approved deinstallation of the Equipment; l) Cause the Project Site to be maintained in a clean, safe, and orderly condition, utilizing at least the same standard as to which other areas at the Property that are under the Site Host's control are maintained;
m) Assign to EVCS all right, title and interest in and to all and any rebates that Site Host may receive relating to the Equipment, and/or this Agreement; including, but not limited to, (a) rebates or other payments based in whole or in part on the cost or size of equipment, (b) performance-based incentives paid as periodic payments, (c) tax credits, grants or benefits, and (d) any other attributes, commodities, revenue streams or payments, in each of (a) through (d) under any present or future law, standard or program and whether paid by a utility, private entity or any governmental, regulatory or administrative authority;
n) Assign EVCS all right, title and interests in and to environmental credits (e.g., carbon credits) relating to the Equipment, and/or this Agreement; including, but limited to electric vehicle charging or renewable energy credits or certificates, carbon credits and any similar environmental or pollution allowances, credits or reporting rights;

[4]

ATTACHMENT B
o) Assign EVCS all right, title and interest in and to the enrollment of the Equipment into a demand response program and any and all economic benefit arising from such an enrollment. If demand response program benefits credits the Site Host utility bill, the utility bill credit will be used to offset cost of electricity described in paragraph 4 and subchapter d (4.d.) and demand charges described in paragraph 4 and subchapter e (4.e.) and if the demand response credits are in excess of demand charges and cost of electricity, EVCS can request Site Host for reimbursement of such excess. The Site Host agrees to issue such a reimbursement within thirty (30) days of request by EVCS;
p) Shall fully cooperate and promptly communicate with EVCS during the entire time period required by EVCS to complete the preparation of the Project Site and the installation of the Equipment. Site Host understands and acknowledges that EVCS will expend a significant amount of time, resources and effort to assess the Project Site, secure funding for the installation of the Equipment, and initiate engineering and design for the Equipment. Site Host understands and acknowledges that the timeframe for completion of the Equipment installation is in part dependent on third parties, such as utility providers, rebate and permitting authorities and grant organizations, and thus the amount of time it takes to complete installation of the Equipment at the Project Site is often outside of EVCS’ control. Thus, Site Host agrees that its cooperation as described above is of the essence of this Agreement, and the breach of these provisions shall be a material breach that shall cause substantial harm to EVCS;
q) Provide EVCS with prompt notification of the sale or transfer of the Project Site, which notice shall include current contact information of the buyer or transferee.

3. Revenue Sharing
The Parties agree that:
a) The Equipment installed by EVCS is intended to generate revenue through the patronage of customers utilizing the Equipment placed with the Site Host. b) EVCS shall, in its discretion, determine the price/rate at which electricity shall be sold to consumers utilizing the Equipment.
c) EVCS will collect the proceeds generated from the sale of electricity from the Equipment placed with the Site Host and pay Site Host $0.05 (five cents) for each kWh of electricity sold to customers utilizing Level II Equipment, plus 100% of the cost of electricity utilized by the Equipment; in the event the Site Host is responsible to pay for the cost of such electricity usage. Site Host may, in Site Host’s discretion, offer certain customers free or discounted charging rates, provided, however, that EVCS will offset any revenue share amounts owed to Site Host by an amount proportionate to the reduction in revenue caused by such discounts. In the event there is a balance owed from Site Host to EVCS as a result of such discounts, Site Host shall remit payment to

[5]

ATTACHMENT B
settle said balance within thirty (30) days of receipt of a request for payment from EVCS.
d) In the event Site Host incurs any utility provider assessed incremental demand chargers strictly in connection with the operation of the installed Equipment, Site Host shall present these charges, including any support and back-up documentation that substantiates the charges to EVCS, and EVCS shall reimburse Site Host for these substantiated charges within thirty (30) days of receipt of a request for payment from EVCS.
e) EVCS at its sole option will have the right to own the electricity service meter and/or utility service account servicing the Equipment.
f) Site Host understands and acknowledges that EVCS will expend a significant amount of time, resources and effort to assess the Project Site, secure funding for the installation of the Equipment, and initiate engineering and design for the Equipment. In order to allow EVCS to perform the necessary revenue sharing calculations, and reimburse any electrical costs, Site Host will provide EVCS with a hard copy or electronic/digital copy of Site Host's electricity bills or will allow EVCS to view the bills electronically on an on-going basis. In the event EVCS is unable to obtain copies of the electricity bills, or copies are not provided by the Site Host, then EVCS, in its sole discretion, may either (i) withhold payment until the electricity bills are provided, or (ii) calculate the amount of reimbursement for electricity using information available to EVCS from the administrative panel (i.e., which indicates the amount of electricity that was dispensed by the charger(s)) and then assign, in its sole discretion, a per kWh value that will be multiplied by the amount of electricity dispensed by the charger(s). If EVCS chooses the above second option, then (a) once such calculation is made EVCS shall issue reimbursement for electricity based thereon, and (b) if the Site Host thereafter provides copies of appropriate electricity bills to EVCS, then EVCS will true up the calculation and issue payment for any resulting shortfall for the prior 12 months of activity from the date of electricity bills being submitted to EVCS.
g) EVCS will have thirty (30) days after the end of each calendar quarter, to remit the appropriate revenue share payment to Site Host. The billing cycle will begin on the first day of the quarter and end on the last day of that same calendar quarter. EVCS shall provide Site Host with a quarterly accounting statement within forty-five (45) days following the end of the previous quarter indicating the total amount of revenue generated, including any offsets or reductions to revenue, and the resulting net revenue share amount owed to Site Host.
h) See Exhibit D for Site Host ACH payment information. If such information is provided, EVCS shall make all required payments via ACH direct deposit, until further notice from Site Host.

4. Term of Agreement:

[6]

ATTACHMENT B
The term hereof shall begin upon the Effective Date. The date the Equipment becomes operational will hereafter be referred to as the "Commencement Date." The term hereof shall expire (unless renewed or extended) five (5) years from the Commencement Date (hereafter the "Termination Date”), unless sooner terminated in accordance with the provisions hereof.
a) Optional Extension Clause
The Site Host may, in its sole and absolute discretion, extend the term of this Agreement for an additional five (5) years.
b) Early Termination Clause
This Agreement may be terminated upon thirty (30) days’ written notice to either party without penalty or fee in the following instances:

In the case of EVCS, at any time and for any reason prior to the submission of the permit application for construction of the Equipment, at the Project Site, or thereafter at any time in the event that EVCS determines that the construction or continued operation of the Equipment is impracticable or uneconomical.

In the case of Site Host, in the event the Commencement Date has not occurred within eighteen (18) months following the Agreement Date, provided that Site Host’s rights to terminate under this section shall terminate upon the Commencement Date.

5. Ownership of Equipment and Content
EVCS shall retain title to and ownership of the Equipment. All the information, content, services and software displayed on, transmitted through, stored within, or otherwise used in connection with the use and operation of the Equipment, including, but not limited to data, text, photographs, images, illustrations, video, html, source and object code, software, internet account access, advertising, and the like (collectively, the “Content”) is owned exclusively by EVCS. Once this Agreement is terminated EVCS shall remove equipment at no cost to the Site Host and restore the Project Site to the condition existing prior to the presence of any installation, alterations and/or improvements made by EVCS as herein provided.

6. Installation Activities
EVCS shall, at its sole cost and expense, be responsible for all installation activities (hereafter "Installation Activities") required to support the operation of the Equipment, and services therewith, including the hiring and coordination of all vendors and contractors; the installation of electrical equipment, utility lines, hardware, and software; site preparation, trenching, repaving, and landscaping. EVCS shall obtain written approval from the Site Host prior to commencing each task that comprises Installation Activities.

7. Limitations on Use of Project Site
The Project Site and related parking spaces made available to the Project Site may be used for providing publicly accessible electric vehicle charging. Site Host shall provide EVCS, its employees and contractors with reasonable access to the parking spaces and Equipment

[7]

ATTACHMENT B
and shall otherwise provide to EVCS the same amenities and services Site Host provides to other users of Site Host’s parking facilities.

8. Utility Charges
EVCS shall be responsible for all electricity costs associated with both the operation of the Equipment and the charging of electric vehicles from the Equipment. Site Host shall cooperate with EVCS efforts regarding provision of electricity to the Equipment. Neither Site Host nor EVCS has any responsibility or liability for interruption, curtailment, failure, or defect in the supply of utilities furnished to the Equipment.

9. Allocation of Environmental Benefits
For the first two years of Agreement term, Site Host assigns to EVCS one hundred percent (100%) of any renewable energy credits, allowances, or other indicators of environmental benefit attributable to the presence of the Equipment; in Agreement years three through five, Site Host assigns to EVCS seventy percent (70%) of the interest in environmental credits while EVCS assigns to Site Host thirty percent (30%) of title and interests in and to environmental credits and any similar environmental or pollution allowances, credits or reporting rights.

If this Agreement extends under Section 5, then this Section 10 shall continue to remain in effect through the Extended Termination Date.

10. Signage
With the prior written approval from the Site Host, EVCS may place project-related signage to denote the location of the Equipment and the services available and may place other signage or advertising at the Property as EVCS reasonably determines to be practicable or appropriate. EVCS will install and pay all costs and expenses associated with project-related signage that it will supply to denote the location of the Equipment and the services available.

11. Publicity
During the term of this Agreement, neither party will use the other party’s name, logos, trademarks or service marks in any manner without the other party’s prior written approval, which will not be unreasonably withheld or delayed.

12. Media Content
It is agreed that EVCS may, with prior written approval from the Site Host, oversee the solicitation, contracting, and distribution of any and all media content relating to the Equipment, including but not limited to, any media content data transmitted to or from the Equipment and displayed using the Equipment. EVCS will use commercially reasonable efforts to avoid distributing media content that actually and directly conflicts with Site Host’s media and advertising.

13. Indemnification
a) EVCS shall indemnify and hold harmless Site Host, and any tenant, guest, customer, patron, respective representatives, agents, officers, directors, shareholders, partners and

[8]

ATTACHMENT B
employees of Site Host, from and against any and all liability and expense of any kind, including reasonable attorneys’ fees, arising from injuries or damages to persons or property resulting in any way from the negligence or willful misconduct of EVCS, its contractors, agents, or employees. It is a condition of this indemnification provision that EVCS shall receive prompt notice from Site Host of any claim against Site Host for which indemnification from EVCS is claimed.
b) Site Host agrees to indemnify EVCS, its officers, board, employees, and agents, and hold all of same harmless from and against any and all liability and expense of any kind, including reasonable attorneys' fees, arising from injuries or damages to persons or property resulting in any way from any act or negligence or willful misconduct of Site Host, its contractors, agents or employees. It is a condition of this indemnification provision that Site Host shall receive prompt notice from EVCS of any claim against EVCS.

14. Breach and Opportunity to Cure
If either party breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of that breach, then the non-breaching party may terminate this Agreement effective as of the end of such thirty (30) day period. Additionally, either party may terminate this Agreement immediately if the other party (i) ceases to do business in the ordinary course; or (ii) either voluntarily or involuntarily files a bankruptcy petition which is not vacated within thirty (30) days of filing. No such termination will be deemed a waiver of any claim for damages by the non-terminating party.

If the Site Host breaches the Agreement prior to the Termination Date, Site Host will be required to reimburse EVCS for services rendered relating to the installation of the Equipment prior to the termination of the Agreement within thirty (30) days of receipt of an invoice from EVCS.

15. Disputes
This Agreement is governed by, and must be construed and enforced in accordance with, the laws of California, excluding principles of conflicts of laws. For every dispute regarding this Agreement: (i) the prevailing party is entitled to its costs, expenses, and reasonable attorney fees (whether incurred at trial, on appeal, or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which the party may be entitled; (ii) each party consents to the jurisdiction of the courts within Los Angeles County, California and agrees that those courts have personal jurisdiction over each party; (iii) venue must be within Los Angeles County, California; and (iv) the parties must submit the dispute to mediation held within the City of Los Angeles. Every mediation must be completed within three (3) months of the date when the initial notice demanding mediation was provided by any party. If, for any reason, the dispute is not resolved through mediation within the three (3) month period, then the parties may continue seeking to resolve the dispute by use of any process, including litigation by trial. No waiver of any provision or breach hereof is a waiver of any other provision or breach. All rights and remedies are cumulative and nonexclusive.

[9]

ATTACHMENT B

16. Notices
All notices and other communications provided hereunder must be in writing and will be deemed given: (i) on the date of hand-delivery; (ii) on the date when sent by facsimile (with confirmation of transmission); (iii) on the date when sent by email, with confirmation of receipt; (iv) the day after sending by a nationally recognized overnight delivery service (with confirmation of transmission); or (v) three (3) days after sending by certified mail (return receipt requested).

For purposes of this Agreement, addresses for notification, unless changed from time to time in writing, shall be:

[10]

ATTACHMENT B
FOR EVCS:

EV Charging Solutions, Inc. Attn:

Ian Vishnevsky
11800 Clark Street
Arcadia, California 91006
[email protected]
323.400.EVCS (3827)
SITE HOST: SECONDARY/EMERGENCY CONTACT:

Company: City of South El Monte Company: Aleshire & Wynder, LLP Attn: Rene Salas Attn: Anthony Taylor, Esq.

Add. 1:1415 Santa Anita Avenue Add. 1: 1 Park Plaza, Suite 1000 Add. 2:South El Monte, CA 91733 Add. 2: Irvine, CA 92614 Email: Email: [email protected]
Phone: Phone: (949) 223-1170

17. Successors and Assigns
The covenants, conditions and agreements contained herein shall bind and inure to the benefit of EVCS and Site Host and their respective successors and assigns. EVCS may freely and in its sole discretion assign this Agreement to a third party upon written notice to Site Host. Site Host may not assign this Agreement to any third party without prior written consent of EVCS.

18. Entire Agreement
This Agreement contains all the agreements between the parties hereto and may not be modified in any manner other than by agreement in writing signed by both the parties hereto and their successors in interest.

[11]

ATTACHMENT B
IN WITNESS WHEREOF, this Agreement is executed by both parties, to become effective on the date last executed.

EVCS
By:

Printed Name:

Title: _
Date:

SITE HOST
By:

Printed Name:

Title:

Date:

[12]

ATTACHMENT B
EXHIBIT A - Electric Vehicle Charging Station Equipment Specifications

[13]

ATTACHMENT B
EXHIBIT B – Project Site Info
Utility/Electric Provider (e.g., PG&E, SCE, LA DWP): Southern California Edison Electric Provider Acct. #:

Total Estimated Parking Spaces: 8 / Estimated Number of ADA Spaces: 2 Other:

[14]
EXHIBIT C – Site Host Banking Information (for ACH Payment Purposes)
Name on Account:

Name of Bank:

Bank Routing Number:

Account Number:

City Council Agenda Report
Agenda Item No. 7.h.

DATE: May 28, 2024
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: John Poehler, Director of Public Works
SUBJECT: CONSIDERATION AND APPROVAL TO REJECT THE SOLE

BID RECEIVED FOR SANITARY SEWER CLOSED-CIRCUIT

TELEVISION (CCTV) AND CONDITION ASSESSMENT AND

ASSIGN THE SEWER CONDITION ASSESSMENT TO THE
CITY’S ENGINEERING DIVISION FOR FURTHER

EVALUATION
SUMMARY: The City received only one proposal for the Sanitary Sewer Closed-Circuit Television (CCTV) and Condition Assessment. Staff recommends rejecting the received proposal and assigning the sewer condition assessment to the City’s Engineering Division for further analysis.

RECOMMENDED ACTION: Staff recommends City Council reject the single proposal received and allow the City’s Engineering Division to conduct a further assessment of the City’s sewer condition. This assessment will involve utilizing past studies conducted by the City, along with county data, to gain a better understanding of the sewer's current condition.

FISCAL/FINANCIAL IMPACT: There is no immediate fiscal impact associated with this action.

DISCUSSION: On March 12, 2024, the City Council approved the release of a Request for Proposals (RFP) for Sanitary Sewer Closed-Circuit Television (CCTV) and Condition Assessment. The intent of the RFP was to select a qualified firm to provide professional services for the Sanitary Sewer CCTV and Condition Assessment Services for approximately 231,504 linear feet or 43.8 miles of sewer pipes, generally 8” diameter Vitrified Clay Pipe (VCP), pipe size range from 6” to 15” in diameter within the City limits.

On April 10, 2024, staff received one proposal from Houston and Harris, PCS, Inc., offering to conduct a Sanitary Sewer CCTV and Condition Assessment for $458,377.92.

Following a thorough review, Public Works Staff concluded that there is already sufficient data available to assess the current condition of the sewers. The City’s Engineering Division will utilize a combination of past city sewer assessments and county data to

determine the current sewer condition. Upon completion of the assessment, the City’s Public Works Staff will assess the need for further analysis of the sewer and will prepare a Request for Proposals accordingly.

Staff recommends that City Council reject the single proposal received and assign the sewer condition assessment to the City’s Engineering Division for further evaluation of the City’s sewer condition.

Staff report prepared by Andrés González, Senior Public Works Analyst.

ATTACHMENT(S):

None

City Council Agenda Report
Agenda Item No. 7.i.

DATE: May 28, 2024
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: Ariana De La Cruz, Director of Community Services SUBJECT: CONSIDERATION AND APPROVAL OF RESOLUTION NO.
24-177, APPROVING SUBAWARD AGREEMENT NUMBER
ENP242509 WITH COUNTY OF LOS ANGELES AGING AND

DISABILITY DEPARTMENT AND THE CITY OF SOUTH EL

MONTE FOR ELDERLY NUTRITION PROGRAM SERVICES
SUMMARY: The agreement, Subward number ENP 242509 by and between the County of Los Angeles Aging and Disability Department ("County") and the City of South El Monte ("City") for Elderly Nutrition Programs ("Agreement") will provide funding for the City's Elderly Nutrition Program Services from July 1, 2024 to June 30, 2025 with the option to extend for three (3) additional one (1) year terms.

RECOMMENDED ACTION: Staff recommends City Council:

1. Adopt Resolution No. 24-177, approving agreement Subward Number ENP 242509 by and between the County of Los Angeles Aging and Disability Department and the City of South El Monte for Elderly Nutrition Program Services from July 1, 2024, to June 30, 2025; and

2. Authorize City Manager or designee to execute agreement.

FISCAL/FINANCIAL IMPACT: The Older American Act Fund (Fund 06) will budget an amount not-to-exceed $336,000.00 for fiscal ("FY") 2024-2025. This amount includes $312,100 from Older Americans Act ("OAA") Title III C-1, $22,900.00 from OAA Title III C-2, and $1,000.00 from OAA Title III B. The General Fund match of approximately 15% will be budgeted in the General Fund for FY2024-2025.

DISCUSSION: The City has provided lunch meals for seniors over the age of 60 and disabled individuals through the Congregate Meals Program and Home-Delivered Meals Program (collectively “Programs”) for more than twenty-five (25) years. The Elderly Nutrition Program is administered under the guidelines of the Federal Older Americans Act, which offers meals that meet USDA dietary guidelines and are offered at the Senior Center and to home-bound individuals. Although the Programs do not require participants

to pay for meals, a suggested donation ranging between $1.75 – $3.00 per meal is appreciated.

The Board of Supervisors approved the County to enter into an Elderly Nutrition Program Subaward with the City with the purpose of utilizing baseline funding to provide contracted OAA Title III C-1, OAA Title III C-2, and Title III B services for FY 2024 - 2025.

The County contributes to the City’s Elderly Nutrition Program Services, which offers lunch meals to seniors and provides an important opportunity for social contact and targets seniors most in need. The Congregate Meals Program serves meals in a group setting at the South El Monte Senior Center and meals are coordinated with other social services such as transportation, educational presentations, health screenings, and recreation and wellness programs. This valuable program not only delivers a daily nutritious meal, but also serves as a mechanism to check up on the client, thereby providing additional safety inspection and furthering the ability for the aging participant to continue to age in a place.

The Agreement will provide funding through the County of Los Angeles Aging and Disability Department to continue serving seniors on site and home-bound meals. The Agreement is for a term of one (1) year, from July 1, 2024 to June 30, 2025 with the option to extend three (3) additional one (1) year terms.

ATTACHMENT(S):

A. Resolution No. 24-177
B. Agreement Between the City and County of Los Angeles C. Baseline Allocation Funding Letter

ATTACHMENT A
RESOLUTION NO. 24-177

A RESOLUTION OF THE SOUTH EL MONTE CITY COUNCIL

APPROVING AN AGREEMENT BETWEEN THE CITY OF

SOUTH EL MONTE AND THE COUNTY OF LOS ANGELES

AGING AND DISABILITY DEPARTMENT FOR ELDERLY

NUTRITION PROGRAM SERVICES
WHEREAS, on June 23, 2020, the City Council approved Subaward Number ENP202110 Agreement (“Agreement”) Between the City of South El Monte (“City) and the County of Los Angles (“County”) for Elderly Nutrition Program (“ENP) services. The Agreement was a one (1) year term from July 1, 2020, to June 30, 2021 with the option to extend for three (3) additional (1) year terms; and
WHEREAS, the City exercised the options to extend for three (3) additional (1) year terms, which subsequently expired June 30, 2024; and
WHEREAS, the City and County determined that a that a new Agreement is necessary, allowing baseline funding in the amount of $336,000.00 for fiscal year 2024-2025 for a one (1) year term from July 1, 2024 to June 30, 2025 with the option to extend for three (3) additional (1) year terms.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH EL MONTE DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. The above recitals, and each of them, are true and correct.

SECTION 2. The City Council hereby authorizes and directs the City Manager to execute the agreement in substantially the form attached as Attachment B to the May 28, 2024, staff report accompanying this Resolution. The City Council further directs the City Manager to take all actions necessary to effectuate the Agreement.

SECTION 3. The City Clerk shall certify to the adoption of this Resolution.

PASSED, APPROVED AND ADOPTED this 28th day of May 2024.

_____________________________
Gloria Olmos, Mayor
ATTEST:
_________________________
Donna G. Schwartz, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF SOUTH EL MONTE )
I, Donna G. Schwartz, City Clerk of the City of South El Monte, hereby certify that the foregoing Resolution, being Resolution No. 24-177 was duly passed and approved by the City Council of the City of South El Monte at a regular meeting of said Council held on the 28th day of May 2024, and that said Resolution was adopted by the following vote:

AYES: Councilmember(s):

NOES: Councilmember(s):

ABSENT: Councilmember(s):

ABSTAIN: Councilmember(s):
________________________________
Donna G. Schwartz, City Clerk

SUBAWARD

BY AND BETWEEN

COUNTY OF LOS ANGELES

AGING AND DISABILITIES DEPARTMENT
AND

CITY OF SOUTH EL MONTE
F O R

ELDERLY NUTRITION PROGRAM (ENP)
SUBAWARD NUMBER ENP242509
SUBAWARD PERIOD JULY 2024 – JUNE 2025

ATTACHMENT B

SUBAWARD PERIOD JULY 2024 – JUNE 2025 Page 1
SUBAWARD NUMBER ENP242509

TABLE OF CONTENTS

PARAGRAPH TITLE PAGE
RECITALS .....................................................................................................................................7

1.0 APPLICABLE DOCUMENTS .............................................................................................8

2.0 DEFINITIONS AND HEADINGS.......................................................................................10

3.0 WORK ..............................................................................................................................11

4.0 TERM OF SUBAWARD....................................................................................................12

5.0 SUBAWARD SUM............................................................................................................12

5.1 TOTAL SUBAWARD SUM ................................................................................... 12

5.2 WRITTEN APPROVAL FOR REIMBURSEMENT ................................................ 15

5.3 NOTIFICATION OF 75% OF SUBAWARD SUM.................................................. 15

5.4 NO PAYMENT FOR SERVICES PROVIDED FOLLOWING EXPIRATION OR TERMINATION OF SUBAWARD ......................................................................... 15

5.5 INVOICES AND PAYMENTS ............................................................................... 15

5.6 UNIT RATE ADJUSTMENTS ............................................................................... 21

5.7 LIMITATIONS ON USE OF SUBAWARD SUMS.................................................. 22

5.8 OTHER SUBAWARDS......................................................................................... 23

5.9 JOINT FUNDING REVENUES ............................................................................. 24

5.10 FEDERAL AWARD INFORMATION..................................................................... 24

5.11 SUBRECIPIENT INDIRECT COSTS.................................................................... 25

5.12 MATCH CONTRIBUTION .................................................................................... 26

5.13 DEFAULT METHOD OF PAYMENT: DIRECT DEPOSIT OR ELECTRONIC FUNDS TRANSFER............................................................................................. 28

6.0 ADMINISTRATION OF SUBAWARD - COUNTY.............................................................28

6.1 COUNTY ADMINISTRATION............................................................................... 28

6.2 COUNTY'S CONTRACT MANAGER.................................................................... 28

6.3 COUNTY'S PROGRAM MANAGER..................................................................... 29

6.4 COUNTY'S COMPLIANCE MANAGER................................................................ 29

6.5 COUNTY’S CONTRACT ANALYST ..................................................................... 29

7.0 ADMINISTRATION OF SUBAWARD - SUBRECIPIENT..................................................30

7.1 SUBRECIPIENT ADMINISTRATION.................................................................... 30

7.2 SUBRECIPIENT'S PROJECT MANAGER............................................................ 30

7.3 APPROVAL OF SUBRECIPIENT'S STAFF.......................................................... 30

7.4 SUBRECIPIENT'S STAFF IDENTIFICATION....................................................... 30

7.5 BACKGROUND AND SECURITY INVESTIGATIONS.......................................... 31

7.6 CONFIDENTIALITY ............................................................................................. 33

SUBAWARD PERIOD JULY 2024 – JUNE 2025 Page 2
SUBAWARD NUMBER ENP242509

8.0 STANDARD TERMS AND CONDITIONS.........................................................................35

8.1 AMENDMENTS.................................................................................................... 35

8.2 ASSIGNMENT AND DELEGATION/MERGERS OR ACQUISITIONS.................. 36

8.3 AUTHORIZATION WARRANTY........................................................................... 37

8.4 BUDGET REDUCTIONS...................................................................................... 38

8.5 COMPLAINTS...................................................................................................... 38

8.6 COMPLIANCE WITH APPLICABLE LAWS.......................................................... 39

8.7 COMPLIANCE WITH CIVIL RIGHTS LAWS ........................................................ 40

8.8 COMPLIANCE WITH COUNTY'S JURY SERVICE PROGRAM........................... 41

8.9 CONFLICT OF INTEREST................................................................................... 43

8.10 CONSIDERATION OF HIRING COUNTY EMPLOYEES TARGETED FOR LAYOFFS OR ARE ON A COUNTY RE-EMPLOYMENT LIST............................. 43

8.11 CONSIDERATION OF HIRING GAIN/START PARTICIPANTS ........................... 44

8.12 CONTRACTOR RESPONSIBILITY AND DEBARMENT ...................................... 44

8.13 CONTRACTOR'S ACKNOWLEDGEMENT OF COUNTY'S COMMITMENT TO SAFELY SURRENDERED BABY LAW ................................................................ 47

8.14 CONTRACTOR'S WARRANTY OF ADHERENCE TO COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM ................................................................ 47

8.15 COUNTY'S QUALITY ASSURANCE PLAN.......................................................... 47

8.16 DAMAGE TO COUNTY FACILITIES, BUILDINGS OR GROUNDS...................... 48

8.17 EMPLOYMENT ELIGIBILITY VERIFICATION...................................................... 48

8.18 COUNTERPARTS AND ELECTRONIC SIGNATURES AND REPRESENTATION ............................................................................................................................. 48

8.19 FAIR LABOR STANDARDS ................................................................................. 49

8.20 FORCE MAJEURE............................................................................................... 49

8.21 GOVERNING LAW, JURISDICTION, AND VENUE ............................................. 49

8.22 INDEPENDENT CONTRACTOR STATUS........................................................... 50

8.23 INDEMNIFICATION ............................................................................................. 50

8.24 GENERAL PROVISIONS FOR ALL INSURANCE COVERAGE........................... 50

8.25 INSURANCE COVERAGE................................................................................... 55

8.26 LIQUIDATED DAMAGES..................................................................................... 57

8.27 MOST FAVORED PUBLIC ENTITY ..................................................................... 58

8.28 NON-DISCRIMINATION AND AFFIRMATIVE ACTION........................................ 58

8.29 NON-EXCLUSIVITY............................................................................................. 60

8.30 NOTICE OF DELAYS........................................................................................... 60

8.31 NOTICE OF DISPUTES....................................................................................... 60

8.32 NOTICE TO EMPLOYEES REGARDING THE FEDERAL EARNED INCOME CREDIT................................................................................................................ 60

8.33 NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED BABY LAW ..................................................................................................................... 60

8.34 NOTICES ............................................................................................................. 60

8.35 PROHIBITION AGAINST INDUCEMENT OR PERSUASION............................... 61

8.36 PUBLIC RECORDS ACT ..................................................................................... 61

8.37 PUBLICITY........................................................................................................... 61

SUBAWARD PERIOD JULY 2024 – JUNE 2025 Page 3
SUBAWARD NUMBER ENP242509

8.38 RECORD RETENTION, INSPECTION AND AUDIT SETTLEMENT .................... 62

8.39 RECYCLED BOND PAPER.................................................................................. 67

8.40 LOWER TIER SUBAWARD.................................................................................. 67

8.41 TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN COMPLIANCE WITH COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM........................ 70

8.42 TERMINATION FOR CONVENIENCE ................................................................. 70

8.43 TERMINATION FOR DEFAULT ........................................................................... 71

8.44 TERMINATION FOR IMPROPER CONSIDERATION.......................................... 72

8.45 TERMINATION FOR INSOLVENCY .................................................................... 73

8.46 TERMINATION FOR NON - ADHERENCE OF COUNTY LOBBYIST ORDINANCE ............................................................................................................................. 73

8.47 TERMINATION FOR NON - APPROPRIATION OF FUNDS ................................ 73

8.48 VALIDITY ............................................................................................................. 74

8.49 WAIVER............................................................................................................... 74

8.50 WARRANTY AGAINST CONTINGENT FEES...................................................... 74

8.51 WARRANTY OF COMPLIANCE WITH COUNTY'S DEFAULTED PROPERTY TAX REDUCTION PROGRAM..................................................................................... 74

8.52 TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN COMPLIANCE WITH COUNTY' S DEFAULTED PROPERTY TAX REDUCTION PROGRAM..... 75

8.53 TIME OFF FOR VOTING ..................................................................................... 75

8.54 COMPLIANCE WITH COUNTY'S ZERO TOLERANCE HUMAN TRAFFICKING POLICY................................................................................................................ 75

8.55 INTENTIONALLY OMITTED ................................................................................ 76

8.56 COMPLIANCE WITH FAIR CHANCE EMPLOYMENT PRACTICES.................... 76

8.57 COMPLIANCE WITH COUNTY POLICY OF EQUITY.......................................... 76

8.58 PROHIBITION FROM PARTICIPATION IN FUTURE SOLICITATION(S)............. 76

8.59 INJURY AND ILLNESS PREVENTION PROGRAM ............................................. 76

8.60 CAMPAIGN CONTRIBUTION PROHIBITING FOLLOWING FINAL DECISION IN SUBAWARD PROCEEDING................................................................................ 77

9.0 UNIQUE TERMS AND CONDITIONS...............................................................................77

9.1 ALLEGATIONS OF FRAUD AND/OR ABUSE...................................................... 77

9.2 AMERICANS WITH DISABILITIES ACT (ADA).................................................... 78

9.3 CONTRACTOR'S CHARITABLE ACTIVITIES COMPLIANCE ............................. 78

9.4 HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA)................................................................................................................ 79

9.5 FIXED ASSETS, NON-FIXED ASSETS AND SUPPLIES..................................... 79

9.6 LIMITATION ON CORPORATE ACTS................................................................. 79

9.7 INTENTIONALLY OMITTED ................................................................................ 80

9.8 MANDATORY REQUIREMENT TO REGISTER ON COUNTY'S WEBVEN......... 80

9.9 MODIFICATIONS................................................................................................. 80

9.10 NEPOTISM .......................................................................................................... 82

9.11 OWNERSHIP OF MATERIALS, SOFTWARE AND COPYRIGHT........................ 82

9.12 PATENT, COPYRIGHT AND TRADE SECRET INDEMNIFICATION................... 83

9.13 PROBATION AND SUSPENSION........................................................................ 84

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SUBAWARD NUMBER ENP242509

9.14 TRANSITION OF SUBAWARD SERVICES ......................................................... 86

9.15 TRAVEL EXPENSES ........................................................................................... 89

9.16 DRUG-FREE WORKPLACE ................................................................................ 89

9.17 INFORMATION TECHNOLOGY, SECURITY AND PRIVACY REQUIREMENTS 90

9.18 REMEDIES FOR NON-COMPLIANCE................................................................. 98

9.19 PAYMENT AND PERFORMANCE GUARANTIES............................................... 98

9.20 SUBAWARD DOCUMENT DELIVERABLES...................................................... 101

9.21 FISCAL REPORTING REQUIREMENTS ........................................................... 106

9.22 UNIVERSAL IDENTIFIER AND SYSTEM FOR AWARD MANAGEMENT (SAM) ........................................................................................................................... 111

9.23 UNUSUAL OCCURRENCES AND CRIME......................................................... 111

9.24 FEMA PROVISIONS.......................................................................................... 112

9.25 INTENTIONALLY OMITTED .............................................................................. 112

9.26 REDUCING SINGLE-USE PLASTICS................................................................ 112

10.0 SURVIVAL......................................................................................................................112

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TABLE OF CONTENTS

EXHIBITS
Exhibit A (Statement of Work and Attachments)
Exhibit B1 (Budget)
Exhibit B2 (Budget)
Exhibit B3 (Budget)
Exhibit C1 (Mandated Program Services)
Exhibit C2 (Mandated Program Services)
Exhibit C3 (Mandated Program Services)
Exhibit D (County's Administration)
Exhibit E (Subrecipient’s Administration)
Exhibit F1 (Subrecipient Acknowledgement and Confidentiality Agreement) Exhibit G (Safely Surrendered Baby Law)
Exhibit H (Intentionally Omitted)
Exhibit I (Business Associate Agreement Under the Health Insurance Portability and Accountability Act of 1996 (HIPAA))
Exhibit J (Charitable Contributions Certification)
Exhibit K (Information Security and Privacy Requirements) Exhibit L (California Civil Rights Laws Certification)
Exhibit M (FEMA Provisions)
Exhibit N (Criteria and Standards for Letters of Credit and Certificates of Deposit) Exhibit O (Subrecipient’s Compliance with Encryption Requirements) Exhibit P (Definitions)
Exhibit Q (Accounting, Administration and Reporting Requirements) Exhibit R (Joint Funding Revenue Disclosure)
Exhibit S (Purchase, Inventory and Disposal Requirements for Fixed Assets, Non-Fixed Assets and Supplies)

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SUBAWARD NUMBER ENP242509
Exhibit T (List of Lower Tier Subawards)
Exhibit U (Intentionally Omitted)
Exhibit V (Certification of Compliance with County’s Defaulted Property Tax Reduction Program)

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SUBAWARD NUMBER ENP242509

RECITALS
This agreement for services ("Subaward" or "Contract") made and entered into on July 1, 2024 (“Execution Date”) by and between the parties identified below:

County of Los Angeles through its
Aging and Disabilities Department
("County")
County's Business Address:
510 South Vermont Avenue
Los Angeles, CA 90020
and
City of South El Monte
("Subrecipient" or "Contractor")
Subrecipient's Business Address:
1415 North Santa Anita Avenue
South El Monte, CA 91733
WHEREAS, pursuant to the provisions of the Older Americans Act Title 42 United States Code Section 3001 etseq. ("OAA") and the Mello-Granlund Older Californians Act California Welfare and Institutions Code Section 9000 et seq.("OCA"), the California Department of Aging ("CDA" or "State") is authorized to administer elements of the OAA and OCA as it relates to the provision of nutrition services; and WHEREAS, County may operate programs which are determined to serve public purposes and County may contract with agencies for the provision of such services; and WHEREAS, County has established its Elderly Nutrition Program ("ENP" or "Program"), and County and Subrecipient agree to engage contractually whereby Subrecipient will provide ENP Services as specified in Exhibit A (Statement of Work and Attachments) and elsewhere herein in exchange for County's reimbursement to Subrecipient for those Services; and WHEREAS, Subrecipient warrants that it possesses and will maintain the competence, expertise, and personnel necessary to provide such ENP Services within County's jurisdictional boundaries for Supervisorial District One (1) throughout the term of this Subaward; and WHEREAS, Subrecipient further warrants that throughout the entirety of this Subaward, Subrecipient will establish and implement written administrative, management and personnel policies and procedures to govern the management and administration of ENP in order to ensure that all goals and objectives are achieved as contracted; and

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SUBAWARD NUMBER ENP242509
WHEREAS, County and Subrecipient recognize and agree that specific terms (including, but not limited to, Subrecipient, Contractor, Subaward, Contract, etc.) which are used throughout this agreement for Services are required to be used interchangeably in order to comply with Federal, State and County regulations as stated in Subparagraph 2.2; and,
WHEREAS, on May 7, 2024, the Los Angeles County Board of Supervisors (Board) authorized the Director of County of Los Angeles Aging and Disabilities Department ("County's Director") or their designee to enter, execute and administer this Subaward.

NOW therefore, in consideration of the mutual covenants contained herein, and for good and valuable consideration, the parties agree to the following:

1.0 APPLICABLE DOCUMENTS

1.1 Exhibits A, B1, B2, B3, C1, C2, C3, D, E, F1, G, I, J, K, L, M, N, O, P, Q, R, S, T, and V are attached to and form a part of this Subaward. This Subaward constitutes the complete and exclusive statement of understanding between the parties, which supersedes all previous agreements, written or oral, and all other communications between the parties relating to the subject matter of this Subaward. No change to this Subaward will be valid unless prepared pursuant to Subparagraph 8.1 (Amendments) and signed by both parties.

1.2 Intentionally Omitted

1.3 The headings, page numbers, Paragraph and Subparagraph numbers contained in this Subaward are for convenience and reference only and are not intended to define the scope of any provision herein.

1.4 References in this Subaward to Federal, State, County and/or other governmental laws, rules, regulations, ordinances, guidelines, directives, and Program memoranda will mean such laws, rules, regulations, ordinances, guidelines, directives, and Program memoranda as amended, revised and/or modified from time to time. To access current County directives, contact your assigned Contract Analyst or visit County's website at: Aging & Disabilities Department website (lacounty.gov).

1.5 Unless expressly stated otherwise, all approvals, consents and determinations made by or on behalf of County, under this Subaward, will be in writing, and will be given or made in the sole discretion of the person or County agent authorized to provide such approval or consent.

1.6 In the event of any conflict or inconsistency in the definition or interpretation of any word, responsibility, schedule, or the contents or description of any task, deliverable, goods, Service, or other work, or otherwise between the base Subaward and the Exhibits, or between Exhibits, such conflict or inconsistency will be resolved by giving precedence first to the terms and conditions of the Subaward and then to the Exhibits according to the following priority:

1.6.1 Exhibit A (Statement of Work and Attachments)

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SUBAWARD NUMBER ENP242509

1.6.2 Exhibit B1 (Budget)

1.6.3 Exhibit B2 (Budget)

1.6.4 Exhibit B3 (Budget)

1.6.5 Exhibit C1 (Mandated Program Services)

1.6.6 Exhibit C2 (Mandated Program Services)

1.6.7 Exhibit C3 (Mandated Program Services)

1.6.8 Exhibit D (County’s Administration)

1.6.9 Exhibit E (Subrecipient's Administration)

1.6.10 Exhibit F1 (Subrecipient Acknowledgement and Confidentiality Agreement)

1.6.11 Exhibit G (Safely Surrendered Baby Law)

1.6.12 Exhibit H (Intentionally Omitted)

1.6.13 Exhibit I (Business Associate Agreement Under the Health Insurance Portability and Accountability Act of 1996 (HIPAA))

1.6.14 Exhibit J (Charitable Contributions Certification)

1.6.15 Exhibit K (Information Security and Privacy Requirements)

1.6.16 Exhibit L (California Civil Rights Laws Certification)

1.6.17 Exhibit M (FEMA Provisions)

1.6.18 Exhibit N (Criteria and Standards for Letters of Credit and Certificates)

1.6.19 Exhibit O (Subrecipient's Compliance with Encryption Requirements)

1.6.20 Exhibit P (Definitions)

1.6.21 Exhibit Q (Accounting, Administration and Reporting Requirements)

1.6.22 Exhibit R (Joint Funding Revenue Disclosure)

1.6.23 Exhibit S (Purchase, Inventory and Disposal Requirements for Fixed Assets, Non-Fixed Assets and Supplies)

1.6.24 Exhibit T (List of Lower Tier Subawards)

1.6.25 Exhibit U (Intentionally Omitted)

1.6.26 Exhibit V (Certification of Compliance with County’s Defaulted Property Tax Reduction Program)

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SUBAWARD NUMBER ENP242509

1.7 In addition to the terms and conditions listed herein, Subrecipient must comply with the State's terms and conditions and must obtain the most current version of the CDA contract and any amendments thereto which are available online at: Contracts Download Page | California Department of Aging - State of California

1.8 All forms of written communications (including but not limited to letters (i.e., allocation letters, etc.), notices, directives, e-mails, etc.) provided to Subrecipient pertaining to Program Services, operations, funding, budgeting, and the like are hereby incorporated by reference and will form a part of this Subaward. Subrecipient must comply with all directions and instructions issued by County through these forms of communication.

2.0 DEFINITIONS AND HEADINGS

2.1 The headings herein contained are for convenience and reference only and are not intended to define the scope of any provision thereof. Exhibit P (Definitions) provides the meaning of key words used herein. These definitions must be construed to have the meaning provided, unless otherwise apparent from the context in which they are used, or specifically noted herein.

2.2 Federal and County Terms

2.2.1 In compliance with the requirements of Title 45 Code of Federal Regulations Part 75 et seq. and Title 2 Code of Federal Regulations Part 200 et seq., the following terms will be used to refer to this Agreement:

2.2.1.1 Subaward: Subaward By and Between County of Los Angeles Aging and Disabilities Department and City of South El Monte for Elderly Nutrition Program Subaward Number
ENP242509 Subaward Period July 1, 2024 – June 30, 2025;

2.2.1.2 Subrecipient: The party to this Agreement who is identified as South El Monte

2.2.1.3 Lower Tier Subaward: A third-party agreement; and

2.2.1.4 Lower Tier Subrecipient: A third-party

2.2.2 In compliance with County of Los Angeles statutes and Board mandates, the following terms also may be used to refer to this Agreement in certain instances:

2.2.2.1 Contract: Subaward By and Between County of Los Angeles Aging and Disabilities Department and South El
Monte for Elderly Nutrition Program Subaward Number
ENP242509 Subaward Period July 1, 2024 – June 30, 2025;

2.2.2.2 Contractor: The party to this Agreement who is identified as South El Monte

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SUBAWARD NUMBER ENP242509

2.2.2.3 Subcontract: A third-party agreement

2.2.2.4 Subcontractor: A third-party

2.2.3 In all cases, when the terms Subaward, Subrecipient, Lower Tier Subaward, and Lower Tier Subrecipient are used, then these will have the meaning provided herein and as noted in Exhibit P (Definitions).

3.0 WORK

3.1 Pursuant to the provisions of this Subaward, Subrecipient must fully perform, complete, and deliver on time, all tasks, deliverables, Services, and other work as set forth herein.

3.2 If Subrecipient provides any tasks, deliverables, goods, Services, or other work, other than as specified in this Subaward, the same will be deemed to be a gratuitous effort on the part of Subrecipient, and Subrecipient will have no claim whatsoever against County.

3.3 In the performance of this Subaward, Subrecipient must comply with the following (which may be amended, modified or revised from time to time by County and/or other funding authorities): all terms and conditions of this Subaward (including all terms contained in the Exhibits hereto) as well as those imposed and required by County and/or other funding authorities; all Program memoranda; implementing regulations; grant requirements; and, all relevant rules and policies.

3.4 Subrecipient acknowledges that time is of the essence in the provision and completion of the Work provided to County as stipulated in this Subaward, as is the timely conveyance of reporting deliverables to County, as also stipulated in this Subaward.

3.5 Subrecipient's performance under the requirements of this Subaward will be evaluated during each Fiscal Year (hereafter "Fiscal Year" or "Program Year").

Subrecipient must provide Services and expend the Subaward Sum allocated for any Fiscal Year under this Subaward as stated in: Paragraph 5.0 (Subaward Sum); Exhibit A (Statement of Work and Attachments), Attachment 2 (Performance Requirements Summary); Budget exhibit(s); and Mandated Program Services exhibit(s).

3.6 At County's request, Subrecipient must complete a new Budget exhibit(s) and Mandated Program Services exhibit(s) and submit them to County prior to the beginning of the Fiscal Year or as directed by County. Such documents must be completed in accordance with the requirements noted on each such document, as directed by County, and pursuant to Program guidelines.

3.7 Subrecipient acknowledges that this Subaward includes Performance Requirements and Standards which are provided in Exhibit A (Statement of Work and Attachments), Attachment 2 (Performance Requirements Summary). These Requirements will be used to measure Subrecipient's performance of the Subaward and the Work.

Subrecipient must adhere to the Performance Requirements, Standards and the

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SUBAWARD NUMBER ENP242509
corresponding Acceptable Quality Level identified in Exhibit A (Statement Work and Attachments), Attachment 2 (Performance Requirements Summary).

3.8 The Subaward Sum allocated for any Fiscal Year under this Subaward and the Services associated with those funds may be reduced from Subrecipient's allocation and reallocated to other ENP subrecipients that are performing and/or expending at a higher level and qualify for increases if Subrecipient fails to provide at least ninety-five percent (95%) of the Services and/or expend at least ninety-five percent (95%) of the Subaward Sum allocated during the Fiscal Year as provided in Paragraph 5.0 (Subaward Sum).

3.9 Subrecipient agrees that the performance of Work and Services pursuant to the requirements of this Subaward will conform to accepted professional standards.

4.0 TERM OF SUBAWARD

4.1 The term of this Subaward will be one (1) year commencing on July 1, 2024, upon execution by the parties, and will continue through June 30, 2025, unless sooner terminated or extended in writing by County, in whole or in part, as provided in this Subaward. The term of this Subaward will operate on County's Fiscal Year period as defined in Exhibit P (Definitions).

4.2 Following the initial term as set forth in Subparagraph 4.1 above, The County will have the sole option to extend this Subaward term for up to three (3) additional one (1) year periods for a maximum total Subaward term of four (4) years. Each such extension option may be exercised at the sole discretion of County's Director or their designee as authorized by the Board.

4.3 Subrecipient acknowledges County maintains databases that track/monitor Subrecipient's performance history. Information entered into such databases may be used for a variety of purposes, including determining whether County will exercise a Subaward term extension option.

4.4 Subrecipient must notify County when this Subaward is within six (6) months of the expiration of the term as provided for hereinabove. Upon occurrence of this event, Subrecipient must send written notification to County's Contract Manager at the address herein provided in Exhibit D (County's Administration).

5.0 SUBAWARD SUM

5.1 TOTAL SUBAWARD SUM

5.1.1 Cost Reimbursement Subaward

5.1.1.1 County and Subrecipient agree that this is a cost reimbursement Subaward based on the firm-fixed unit rate(s) set forth in Budget exhibit(s) and Mandated Program
Services exhibit(s) for the Fiscal Year or Program Year identified in each such document. This unit rate(s) will remain firm and fixed throughout the entire term of such Fiscal Year

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SUBAWARD NUMBER ENP242509
or Program Year under this Subaward. County and
Subrecipient further agree that the unit rate(s) represents Subrecipient's true, actual, and supported costs which are incurred solely for providing Services hereunder. For
purposes of this Subaward, such true/actual costs are those costs which are net of any applicable credits including, but not limited to, discounts, refunds, adjustments, rebates, allowances, etc. and are inclusive of any taxes,
delivery/shipping charges, etc.

5.1.1.2 County will reimburse Subrecipient for supplying the Services as set forth in Exhibit A (Statement of Work and Attachments), Budget exhibit(s) and Mandated Program
Services exhibit(s). In the event that County or any of its duly authorized representatives (including, but not limited to, Federal, State and other County agents) notes any
discrepancy(ies) between Subrecipient's true/actual costs and the costs which have been reimbursed to Subrecipient then County will remedy such discrepancy(ies) at County's sole discretion.

5.1.1.3 Subrecipient must track Subaward Sums and contributions.

Subrecipient must provide a tracking of Subaward Sums
during an audit as indicated in Subparagraph 8.38 (Record Retention, Inspection and Audit Settlement).

5.1.2 Funding Allocations

5.1.2.1 During the term of this Subaward, Subrecipient will receive funding for providing the Services outlined in this Subaward.

The funding allocation for the initial term of this Subaward is $336,000 ("Subaward Sum Year 1") and the year-to-date
funding allocation is $336,000 ("Maximum Subaward Sum").

Any additional funding that is allocated under this Subaward will increase the Maximum Subaward Sum.

5.1.2.2 In the event that County exercises its renewal options under this Subaward, the projected funding will be allocated to Subrecipient annually for each Fiscal Year that this
Subaward is renewed as follows: $336,000 ("Subaward Sum Year 2"); $336,000 ("Subaward Sum Year 3"); and, $336,000 ("Subaward Sum Year 4"). If County exercises all renewal options under this Subaward, the Maximum Subaward Sum
is projected to be $1,344,000.

5.1.2.3 Pursuant to Subparagraph 8.1 (Amendments), County may amend this Subaward upon occurrence of any changes to the Subaward Sum. Future allocations of the Subaward Sums
will be contingent upon Subrecipient's level of

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SUBAWARD NUMBER ENP242509
performance/expenditure and the availability and
appropriation of funds from Federal, State, and/or local authorities and such funds may be subsequently adjusted to reflect available funding.

5.1.3 Subaward Sum Year 1 Funding Source(s)

5.1.3.1 The Subaward Sum Year 1 for this Subaward is comprised of monies which are identified by the funding source(s) or governing statue(s) listed below. The funding source(s) and governing statute(s) authorize County to use these monies to provide Program Services.

5.1.3.2 Older Americans Act (OAA) Title III B (Supportive Services and Senior Centers) original baseline funds

5.1.3.2.1 Subaward Sum: $1,000

5.1.3.2.2 Service Area: Supervisorial District 1

5.1.3.2.3 Period of Performance: July 1, 2024 – June 30, 2025

5.1.3.2.4 Allocation Letter: Fiscal Year 2024-25 Original Baseline Funding Allocation for Elderly Nutrition
Program Services

5.1.3.3 Older Americans Act (Title III C-1 (Nutrition Services) original baseline funds

5.1.3.3.1 Subaward Sum: $312,100

5.1.3.3.2 Service Area: Supervisorial District 1

5.1.3.3.3 Period of Performance: July 1, 2024 – June 30, 2025

5.1.3.3.4 Allocation Letter: Fiscal Year 2024-25 Original Baseline Funding Allocation for Elderly Nutrition
Program Services

5.1.3.4 Older Americans Act (Title III C-2 (Nutrition Services) original baseline funds

5.1.3.4.1 Subaward Sum: $22,900

5.1.3.4.2 Service Area: Supervisorial District 1

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5.1.3.4.3 Period of Performance: July 1, 2024 – June 30, 2025

5.1.3.4.4 Allocation Letter: Fiscal Year 2024-25 Original Baseline Funding Allocation for Elderly Nutrition
Program Services

5.2 WRITTEN APPROVAL FOR REIMBURSEMENT

5.2.1 Subrecipient will not be entitled to payment or reimbursement for any tasks or Services performed, nor for any incidental or administrative expenses whatsoever incurred in or incidental to performance hereunder, except as specified herein. Assumption or takeover of any of Subrecipient's duties, responsibilities, or obligations, or performance of same by any person or entity other than Subrecipient, whether through assignment, Lower Tier Subaward, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever, must not occur except with County's express prior written approval.

5.3 NOTIFICATION OF 75% OF SUBAWARD SUM

5.3.1 Subrecipient must maintain a system of record keeping that will allow Subrecipient to determine when it has incurred seventy-five percent (75%) of the Subaward Sum allocated for any Fiscal Year under this Subaward.

Upon occurrence of this event, Subrecipient must send written notification to County's Contract Manager at the address provided in Exhibit D (County's Administration).

5.4 NO PAYMENT FOR SERVICES PROVIDED FOLLOWING EXPIRATION OR

TERMINATION OF SUBAWARD

5.4.1 Subrecipient will have no claim against County for payment of any money or reimbursement, of any kind whatsoever, for any Service provided by Subrecipient after the expiration or other termination of this Subaward.

Should Subrecipient receive any such payment, Subrecipient must immediately notify County's Contract Manager and must immediately repay all such funds to County. Payment by County for Services rendered after expiration or termination of this Subaward will not constitute a waiver of County's right to recover such payment from Subrecipient.

5.5 INVOICES AND PAYMENTS

5.5.1 Subrecipient must invoice County only for providing the tasks, deliverables, goods, Services, and other work specified in Exhibit A (Statement of Work and Attachments) and elsewhere hereunder.

Subrecipient must prepare invoices, which will include the charges owed to Subrecipient by County under the terms of this Subaward.

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SUBAWARD NUMBER ENP242509
Each invoice must be based on actual expenditures and Subrecipient will not submit an invoice based on budgeted or estimated costs (i.e., Subrecipient will not submit an invoice based on 1/12th of the Subaward Sum allocated for the Fiscal Year under this Subaward).

5.5.2 Subrecipient’s invoices must be priced in accordance with the information provided in Budget exhibits for the Fiscal Year (or Program Year) identified therein. Subrecipient will be paid only for the tasks, deliverables, goods, Services, budgeted items, and other work approved in writing by County. If County does not approve the Work in writing, no payment will be due to Subrecipient for that Work.

5.5.3 Intentionally Omitted

5.5.4 Submission of Invoices

5.5.4.1 Subrecipient must prepare monthly invoices, along with any necessary supporting documentation for each invoice, for Subrecipient's Work performed under the requirements of this Subaward. Upon direction of County, Subrecipient must provide all support documentation required by County,
including, but not limited to, vendor invoices, receipts of payment, bank statements, and/or bank registers. All
supporting documentation must be able to justify the costs invoiced and be submitted to County within thirty (30) days following the date the corresponding monthly invoice is submitted. County reserves the right to require Subrecipient to upload all required support documentation using County’s Information Technology Systems (ITS which may include the Contract Management System (CMS) – Subrecipient’s
Gateway or via other ITS identified by County. Subrecipient must submit all invoices to County in the form and manner as directed by County by the 10th calendar day of the month following the month of Service (e.g., Subrecipient must submit an invoice for Services provided in October by
November 10th for reimbursement). Subrecipient must also submit the final, year-end invoice to County no later than the 10th calendar day of the month following the month in which final Services were provided during the Fiscal Year or
Program Year. In both instances, when the 10th calendar day falls on a non-business day (Saturday, Sunday, or Los
Angeles County holiday), Subrecipient must submit the
invoice by the following business day. County reserves the right to modify in writing the due date(s) for the submission of invoices as needed in order to meet regulatory deadlines.

5.5.4.2 Subrecipient must submit an invoice for each month of Service as directed above and invoices must be submitted in

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chronological order (e.g., July, August, September, etc.). For example, Subrecipient must not submit the September
invoice unless the August invoice was previously submitted by the 10th calendar day following the month of August.

County will not be under any obligation to pay any invoice that is submitted out of chronological order until Subrecipient takes the appropriate measures to adhere to these
requirements.

5.5.4.3 When Subrecipient does not incur any expenditures for the month of Service, Subrecipient must prepare an invoice as directed by County so that the invoice reflectszero dollars ($0) expenditures. Subrecipient must submit the invoice according to the procedures outlined herein and as further directed by County.

5.5.4.4 Subrecipient is responsible for the accuracy of invoices submitted to County. Subrecipient must reconcile its invoices and correct inaccuracies or inconsistencies in the invoices it submits to County. Subrecipient and County agree as follows:

5.5.4.4.1 When County or its designee discovers that
Subrecipient has been overpaid, County will
send Subrecipient written notification to request
return of the overpayment. Overpayment
includes, but is not limited to, payment(s) made
to Subrecipient that exceeds the Subaward
Sum allocated for any Fiscal Year under this
Subaward. Subrecipient must return such
overpayment to County's Compliance Manager
within thirty (30) days of receiving County's
written notification.

5.5.4.4.2 When Subrecipient receives or discovers any
overpayment from County, Subrecipient must
immediately notify County's Compliance
Manager in writing of such overpayment.

Subrecipient must immediately return such
overpayment to County's Compliance Manager
within thirty (30) days of receiving or discovering
the overpayment.

5.5.4.4.3 At County's sole election, overpayment made to Subrecipient may be used to offset future
payments due Subrecipient.

5.5.4.5 Subrecipient must submit a complete, accurate, verifiable, and timely invoice for each month of Service as directed

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SUBAWARD NUMBER ENP242509
above. Subrecipient must also submit a complete, accurate, verifiable, and timely final year-end invoice as also directed above. Subrecipient's failure to comply with these
requirements may result in delayed processing of payment(s).

Any invoice which does not adhere to County's requirements may be rejected at County's sole discretion. Subrecipient's continued non-compliance with County's invoicing policies and procedures may lend Subrecipient to remedies which
County may impose at County's sole discretion.

5.5.5 County Approval of Invoices

5.5.5.1 All invoices submitted by Subrecipient for payment must have the written approval of County's Contract Manager or designee prior to any payment thereof. In no event will County be liable or responsible for any payment prior to such written approval. Approval for payment will not be
unreasonably withheld.

5.5.5.2 County will review Subrecipient's supporting documentation for its invoice and reconcile between the invoice and the supporting documentation. County will also use the
supporting documentation to confirm that all of Subrecipient's costs reported on the invoice have been paid. County will communicate any discrepancies with Subrecipient to acquire additional information, if needed. This will ensure that any questioned cost(s) is addressed before the cost(s) becomes disallowed. In the event Subrecipient is not able to
substantiate the cost(s), Subrecipient will have to repay County for all unsubstantiated costs, Subrecipient may be removed from eligibility for future cash advances (if cash advances are allowed under this Subaward), Subrecipient's payments may be suspended, and/or County may impose
other remedies deemed appropriate by County.

5.5.6 Payments to Subrecipient

5.5.6.1 In accordance with the invoicing policies and
procedures set forth in this Subaward as well as those
provided by County, County agrees to pay Subrecipient for the satisfactory provision of the Services identified in Exhibit A (Statement of Work and Attachments) and any
amendments, addendums, or modifications thereto. Such
payment will not exceed the amount(s) indicated in
Subparagraph 5.1.2 (Funding Allocations). All payments to Subrecipient will be made in arrears on a monthly basis for Services performed, provided that Subrecipient is not in default under any provision of this Subaward. County has

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SUBAWARD NUMBER ENP242509
no obligation to pay for any work except those Services expressly authorized by this Subaward.

5.5.6.2 Payments to Subrecipient will be made within thirty (30) calendar days after receipt of an "undisputed invoice". For purposes of this Subparagraph 5.5.6, an undisputed invoice will mean an invoice which does not contain errors and has been completed and submitted by Subrecipient pursuant to the requirements outlined herein and as directed by County.

County has the final authority to determine whether or not an invoice is an undisputed invoice. Subrecipient must promptly adhere to County's instructions for correcting an invoice in order to prevent any delays in processing payment(s). Until Subrecipient submits an undisputed invoice, County will not be under any obligation to pay any invoice that is not
submitted pursuant to the requirements outlined herein and as directed by County.

5.5.6.3 All payments for Services provided under the terms of this Subaward will be made to Subrecipient using Subrecipient's legal name and taxpayer identification number. Subrecipient will not request payments to be made to third-party vendors or any vendor which Subrecipient may use in the
performance of this Subaward (i.e., Lower Tier
Subrecipients). For purposes of this Subaward,
Subrecipient's legal name is identified as the name on
Subrecipient's articles of incorporation, charter or other legal document that was used to create Subrecipient's
organization.

5.5.6.4 Past Due Invoice

5.5.6.4.1 Any invoice submitted more than thirty (30) days after the last day of the month in which the
Services were rendered will constitute a "past
due invoice". Notwithstanding any other
provision of this Subaward, Subrecipient and
County agree that County will have no
obligation whatsoever to pay any past due
invoices. County may, in its sole discretion, pay
some or all of a past due invoice which
Subrecipient has submitted, provided that
sufficient funds remain available under this
Subaward.

5.5.6.5 Method of Compensation Adjustment

5.5.6.5.1 During any Fiscal Year period within the term of this Subaward, County, at its sole discretion,

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SUBAWARD NUMBER ENP242509
has the option of altering the monthly method
of compensation/payment from full
reimbursement for Services completed to an
amount equal to one-twelfth (1/12) of the
Subaward Sum allocated for any Fiscal Year
under this Subaward. County may pursue this
method of compensation if Subrecipient is
providing Services to more Clients than
anticipated and it appears that the Subaward
Sum will be completely depleted before the end
of a Fiscal Year. County will provide
Subrecipient with at least two (2) weeks
advance written notice of its decision to alter
the method of compensation.

5.5.6.5.2 In no event will County's decision to alter the method of compensation affect the Term, the
Subaward Sum allocated for any Fiscal Year
under this Subaward, Work, or any other
provision under this Subaward unless such
change is made pursuant to a validly executed
Amendment to this Subaward noting any such
change(s).

5.5.7 Subaward-Related Documents

5.5.7.1 Subrecipient must complete all Subaward-related documents in accordance with the requirements noted on
each such document, as directed by County, and pursuant to Program guidelines. Subrecipient's failure to timely submit Subaward-related documents that are accurate and complete, as requested or required by County, may result in suspension of payments to Subrecipient or other remedies provided by law or under this Subaward. Such documents must include, but are not limited to, the documents outlined in
Subparagraph 9.20 (Subaward Document Deliverables),
Subparagraph 9.21 (Fiscal Reporting Requirements) and the following: Exhibit A (Statement of Work and Attachments), Attachment 7 (Site Summary) and Attachment 8 (Route
Summary); Budget exhibit(s); Mandated Program Services
exhibit(s); Exhibit E (Subrecipient's Administration); Exhibit F1 (Subrecipient Acknowledgement and Confidentiality
Agreement); Exhibit J (Charitable Contributions Certification); Exhibit L (California Civil Rights Laws Certification); Exhibit M (FEMA Provisions) (applicable only when Subaward Sums
include FEMA Funds); Exhibit O (Subrecipient's Compliance with Encryption Requirements); Exhibit R (Joint Funding Revenue Disclosure); Exhibit T (List of Lower Tier

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SUBAWARD NUMBER ENP242509
Subawards); and Exhibit V (Certification of Compliance with County’s Defaulted Property Tax Reduction Program).

5.5.8 Preference Program Enterprise– Prompt Payment

5.5.8.1 Certified Prompt Payment Enterprises (PPEs) will receive prompt payment for Services they provide to County.

Prompt payment is defined as fifteen (15) calendar days after receipt of an approved, undisputed invoice which has been properly matched against documents such as a
receiving, shipping or services delivered report, or any other validation of receipt document consistent with Board Policy 3.035 (Preference Program Payment Liaison and
Prompt Payment Program).

5.6 UNIT RATE ADJUSTMENTS

5.6.1 In the event that County exercises its renewal option(s), Subrecipient may request a unit rate increase for the following Fiscal Year, where such increase(s) must only be based on the occurrence of any of the following and must include the information noted herein.

5.6.1.1 Increase in food costs (e.g., Caterer’s costs, raw food costs, etc.); the amount (dollars/cents) of the increase and its impact on the unit rate(s); increase in the total cost of food; number of units; food cost per unit; and any other relevant information that will facilitate County’s review.

5.6.1.2 Increase in fuel costs (Home-Delivered Meals Services only); the amount (dollars/cents) of the increase and its impact on the unit rate(s); increase in the total fuel cost; number of miles; increased cost per mile; and any other relevant information that will facilitate County’s review.

5.6.1.3 Increase in wages (e.g., minimum wage); the amount (dollars/cents) of the increase and its impact on the unit rate(s); increase in the total fuel cost the number of staff affected by minimum wage increase(s); hourly rate increase(s); number of hours; and any other relevant information that will facilitate County’s review.

5.6.2 Subrecipient's request must be provided in writing and must include a detailed justification for the increase based on meeting one or more of the conditions noted in Subparagraph 5.6.1. Subrecipient must be able to provide supporting documentation to substantiate any request for a unit rate increase. The written request must be submitted to County's Contract Manager no later than April 1 of the of the Fiscal Year preceding the Fiscal Year in which the unit rate(s) adjustment is expected to take effect.

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5.6.3 County has the sole discretion to approve or reject Subrecipient’s request.

5.6.3.1 All such requests must not cause or authorize exceeding the maximum annual Subaward Sum or the Maximum Subaward
Sum.

5.6.4 County may negotiate with Subrecipient to decrease its unit rate(s) for the following Fiscal Year in which the unit rate(s) decrease is expected to take effect when County determines that Subrecipient's unit rate(s)exceeds the actual costs to provide Program Services. In the event that the unit rate(s) is increased or decreased for any Fiscal Year after the first Fiscal Year, County will provide Subrecipient written confirmation of the final unit rate(s); otherwise the unit rate(s) will remain the same as that which is reflected for the first Fiscal Year of this Subaward.

5.7 LIMITATIONS ON USE OF SUBAWARD SUMS

5.7.1 Subaward Sums may only be used for the purposes set forth herein and must be consistent with the statutory authority for the Program.

5.7.2 Expenditures made by Subrecipient in the operation of this Subaward must be in compliance and in conformity with Title 45 Code of Federal Regulations Part 75 et seq. and Title 2 Code of Federal Regulations Part 200 et seq. Subrecipient must comply with the Administrative Requirements and Cost Principles which are outlined in Exhibit Q (Accounting, Administration and Reporting Requirements), and must adhere to the strict administrative and fiscal standards described therein.

Subrecipient will be responsible for obtaining Title 45 Code of Federal Regulations Part 75 et seq. and Title 2 Code of Federal Regulations Part 200 et seq., which are available via the Internet at eCFR :: 45 CFR Part 75 -- Uniform Administrative Requirements, Cost Principles, and Audit Requirements for HHS Awards and eCFR :: Title 2 of the CFR -- Grants and Agreements. Subrecipient must also comply with the applicable requirements and standards referred to in Title 45 Code of Federal Regulations Part 1321.5 (Grants to State and Community Programs on Aging).

5.7.3 Limitations on Subaward Sums

5.7.3.1 Subrecipient will not be paid for any Subaward expenditures that exceed the Subaward Sum allocated for any Fiscal Year under this Subaward. County has no obligation, whatsoever, to pay for any expenditures that exceed this Subaward Sum.

Any expenditures that exceed such Subaward Sum will
become the sole fiscal responsibility of Subrecipient.

5.7.3.2 Subrecipient must only expend the Subaward Sum during the Fiscal Year for which it is allocated. Should County exercise its option to extend this Subaward and

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SUBAWARD NUMBER ENP242509
Subrecipient does not expend funding up to the Subaward Sum appropriated for the Fiscal Year, that unspent amount will not carry forward (or roll-over) to the following Fiscal Year.

5.7.4 Prohibitions on Subaward Sums

5.7.4.1 Subrecipient must comply with Public Law (PL) 101-121 (Title 31 United States Code Section 1352), its amendments or
revisions, and any implementing regulations, prohibiting the use of Federal money to influence or attempt to influence a member of Congress, Congressional staff, or a Federal
employee to award, make or amend any Federal subaward,
grant, loan, or cooperative agreement. Subrecipient must also comply with all certification and disclosure requirements of PL 101-121, its amendments, revisions, and implementing regulations, and must provide assurance that all Lower Tier Subrecipients under this Subaward also fully comply with such certification and disclosure requirements.

5.7.4.2 No materials, property, or Services contributed to County or Subrecipient under this Subaward will be used in the
performance of any of the following: any political activity; the election of any candidate or the defeat of any candidate for public office; and, the transportation of any voters or prospective voters to polls or other similar assistance in connection with an election or any voter registration activity.

5.7.4.3 Subaward Sums may not be used for matching funds for any Federal, State, County, or local grants/cooperative
agreements, lobbying or intervention in Federal regulatory or adjudicatory proceedings.

5.7.4.4 Subaward Sums may not be used to sue the Federal government or any other government entity.

5.7.4.5 Pre-award costs are not an allowable use for Subaward Sums.

5.7.4.6 Subrecipient and any approved Lower Tier Subrecipient(s) must comply with Governor's Executive Order 2-18-2011,
which bans expenditures on promotional and marketing items colloquially known as "S.W.A.G." or "Stuff We All Get".

5.8 OTHER SUBAWARDS

5.8.1 Subrecipient must immediately notify County's Contract Manager in writing of any contracts between Subrecipient and other public or private organizations which directly impact activities funded under this Subaward.

A copy of any such contracts must be kept on file at Subrecipient's offices

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SUBAWARD NUMBER ENP242509
and must be provided to County upon request. Subrecipient must also immediately notify County's Contract Manager in writing of any default, termination, or finding of withheld payments under such contracts between Subrecipient and other public or private organizations which directly impact activities funded under this Subaward.

5.8.2 Subrecipient warrants that no other funding source will be billed for Services that are provided to and paid for by County under this Subaward.

5.9 JOINT FUNDING REVENUES

5.9.1 Funds made available under this Subaward will supplement and not supplant any other Federal, State, or local funds expended by Subrecipient to provide Program Services. Subrecipient certifies that it has applied, or expects to apply, to offset in whole or in part, any of the costs incurred by Subrecipient in conducting current or prospective projects or business activities, including, but not necessarily limited to, the project or business activity which is the subject of this Subaward. To this end, Subrecipient must complete Exhibit R (Joint Funding Revenue Disclosure) prior to the commencement of this Subaward (and annually thereafter).

Subrecipient must submit the completed Exhibit R (Joint Funding Revenue Disclosure) to County's Contract Manager in the time and manner as designated by County.

5.10 FEDERAL AWARD INFORMATION

5.10.1 Subaward Sums, either in whole or in part, are identified as Federal monies. The Federal portion(s) of the Subaward Sums is (are) identified by several key pieces of information including, but no limited to, the following: Federal Award Identification Number (FAIN), Assistance Listings Number(s) (which identifies and describes the Federal assistance that is available to various entities) and a Federal Grantor office (which provides oversight and administration for these Federal monies). When Subrecipient and any approved Lower Tier Subrecipient(s), if any, are being audited by an independent auditor, Subrecipient must provide the information identified in this Subparagraph 5.10 to the independent auditor.

The information outlined herein is only provided for the Federal portion(s) of the Subaward Sums. In the event that the information is not listed herein for all of the monies included in the Subaward Sums then the excluded amounts are not Federal monies and therefore the information is not applicable to them.

5.10.2 Subrecipient Name: South El Monte

5.10.3 Subrecipient's UEI Number: J84DTEUPPQFP

5.10.4 Federal Award Identification Number (FAIN): 2401CAOASS-01; 2401CAOACM-01; 2401CAOAHD-01; and 2401CAOANS-01

5.10.5 Federal Award Date: July 1, 2024

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SUBAWARD NUMBER ENP242509

5.10.6 Subaward Period of Performance Start and End Date: July 1, 2024 – June 30, 2025

5.10.7 Amount of Federal Funds Obligated by this Action: $336,000

5.10.8 Total Amount of Federal Funds Obligated to Subrecipient (Subaward Sum Year 1): $336,000

5.10.9 Total Amount of Federal Award (Maximum Subaward Sum): $336,000

5.10.10 Federal Award Project Description: Federal Title IIIB 3BSL; Federal Title IIIC1 3C1L; NSIP C1 NC1L; Federal Title IIIC2 3C2L; and, NSIP C2 NC2L

5.10.11 Name of Federal Award Agency, Pass-Through Entity(ies), and Contact Information for Awarding Official: United States Department of Health and Human Services, Administration for Community Living; California Department of Aging; and County. Refer to Exhibit D (County's Administration) for County contact information.

5.10.12 Assistance Listings Numbers and Titles: 93.044 – Special Programs for the Aging, Title III, Part B (Grants for Supportive Services and Senior Centers); 93.045 – Special Programs for the Aging, Title III, Part C (Nutrition Services); and 93.053 Nutrition Services Incentive Program

5.10.13 Identification of whether the award is research and development (R&D):

Award is not R&D.

5.10.14 Indirect Cost Rate for Federal Award: Not to exceed 10% unless there is an accepted negotiated rate accepted by all Federal awarding agencies.

5.11 SUBRECIPIENT INDIRECT COSTS

5.11.1 The maximum amount of indirect costs that is reimbursable under this Subaward is ten percent (10%) of Subrecipient's modified total direct costs for Title III C-1 Program Services and ten percent (10%) of Subrecipient’s modified total direct costs for Title III C-2 Program Services (direct costs including Subaward Sums and other cash contributions but excluding any in-kind contributions and nonexpendable equipment).

5.11.2 Subrecipient must ensure that it has an approved indirect cost rate accepted by all Federal awarding agencies or an allocation plan approved by County, which documents the methodology used to determine the indirect costs, prior to reporting any indirect costs on Budget exhibit(s) and/or requesting reimbursement for such costs. Subrecipient must maintain documentation of its approved indirect cost rate/allocation plan in accordance with the requirements noted under Subparagraph 8.38 (Record Retention, Inspection and Audit Settlement).

5.11.3 Subrecipient must not charge indirect costs exceeding the ten percent (10%) maximum to this Subaward. Indirect costs in excess of the ten percent (10%) maximum may be budgeted as match in-kind for purposes

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SUBAWARD NUMBER ENP242509
of meeting matching requirements. Subrecipient must receive an approved indirect cost rate accepted by all Federal awarding agencies prior to budgeting the excess indirect costs as match in-kind.

5.11.4 For major institutes of higher education and major nonprofit organizations, indirect costs must be classified within two (2) broad categories: Facilities and Administration. "Facilities" is defined as depreciation on buildings, equipment and capital improvement, interest on debt associated with certain buildings, equipment and capital improvements, and operations and maintenance expenses. "Administration" is defined as general administration and general expenses such as the director's office, accounting, personnel, and all other types of expenditures not listed specifically under one of the subcategories of "Facilities" (including cross allocations from other pools, where applicable) [Title 2 Code of Federal Regulations Part 200.414(a)] [Title 45 Code of Federal Regulations Part

75.414(a)].

5.11.5 The requirements for indirect costs are further outlined in Exhibit Q (Accounting, Administration and Reporting Requirements) and AD directive CCD-18-01 (Cost Allocation and Indirect Cost Requirements for AD Subawards) which is available on-line at Cost-Allocation-and-IndirectCost-Requirements-CCD-18-01-043024.pdf (lacounty.gov).

5.12 MATCH CONTRIBUTION

5.12.1 Subrecipient must provide a required match contribution to offset the total cost of providing Program Services for the Fiscal Year. Subrecipient's match contribution must be reflected in Budget exhibit(s). The match contribution is the non-Federal share of funding provided by Subrecipient to support the Subaward activities and it may take the form of a cash match contribution and/or an in-kind match contribution. This match is calculated as a percentage of the Subaward Sum allocated for any Fiscal Year under this Subaward as reflected in Paragraph 5.0 (Subaward Sum).

5.12.2 The required match contribution for OAA Title III C-1 is twelve percent (12%) of the Subaward Sum allocated for any Fiscal Year under this Subaward. County may in its sole discretion adjust this percentage as necessary.

5.12.3 The required match contribution for OAA Title III C-2 is twelve percent (12%) of the Subaward Sum allocated for any Fiscal Year under this Subaward. County may in its sole discretion adjust this percentage as necessary.

5.12.4 The required match contribution for OAA Title III B is twelve percent (12%) of the Subaward Sum allocated for any Fiscal Year under this Subaward.

County may in its sole discretion adjust this percentage as necessary.

5.12.5 Forms of Match Contributions

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SUBAWARD NUMBER ENP242509

5.12.5.1 Match Cash Contribution

5.12.5.1.1 A match cash contribution is a monetary
donation which is provided by Subrecipient
(such as general funds), non-Federal third
parties (such as partner organizations) and/or
non-Federal grants and is given to Subrecipient
to accomplish the goals of the Program
Services.

5.12.5.2 Match In-Kind Contribution

5.12.5.2.1 A match in-kind contribution is a non-monetary donation of goods, properties or services which
are provided by either Subrecipient or nonFederal entities without charge to the Program Services for which they are donated; it is the
value of non-cash contributions donated to
support Program Services. In-kind contributions
typically take the form of the value of personnel,
goods and/or services which may include
donations of volunteer services, space,
equipment, etc. and this value is determined by
using the fair market value method. Using sales
of comparable property or the cost of
comparable services is a method which can be
used to determine the fair market value of an inkind match contribution.

5.12.5.3 Determination of In-Kind Volunteer Services

5.12.5.3.1 Volunteer services may be used to meet the
match contribution requirement and must l be
reported as match in-kind. However, when
using volunteer services to meet the match
contribution requirement, this in-kind match
must not exceed more than fifty percent (50%)
of the required match contribution.

5.12.5.3.2 The monthly salary equivalent for volunteer
services should be commensurate with the
work/services being provided by volunteer. As
such, the salary equivalent for volunteer
services must be determined by using the
regular salaries paid for similar work in other
activities of Subrecipient's organization. In
cases where the kinds of skills involved are not
found in other activities of the organization then
the salary equivalent must be determined by

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SUBAWARD NUMBER ENP242509
using the salaries paid for similar work in the
labor market in which Subrecipient competes for
such skills.

5.13 DEFAULT METHOD OF PAYMENT: DIRECT DEPOSIT OR ELECTRONIC FUNDS

TRANSFER

5.13.1 County, at its sole discretion, has determined that the most efficient and secure default form of payment for goods and/or services provided under an agreement/Subaward (that is, "Contract") with County will be Electronic Funds Transfer (EFT) or direct deposit, unless an alternative method of payment is deemed appropriate by the Auditor-Controller (A-C).

5.13.2 Subrecipient (that is, "Contractor") must submit a direct deposit authorization request via the website
https://directdeposit.lacounty.gov with banking and Contractor information, and any other information that the A-C determines is reasonably necessary to process the payment and comply with all accounting, record keeping, and tax reporting requirements.

5.13.3 Any provision of law, grant, or funding agreement requiring a specific form or method of payment other than EFT or direct deposit will supersede this requirement with respect to those payments.

5.13.4 At any time during the duration of the Contract, Contractor may submit a written request for an exemption to this requirement. Such request must be based on specific legal, business, or operational needs and explain why the payment method designated by the A-C is not feasible and an alternative is necessary. The A-C, in consultation with County, will decide whether to approve exemption requests.

6.0 ADMINISTRATION OF SUBAWARD - COUNTY

6.1 COUNTY ADMINISTRATION

6.1.1 A listing of all County Administration referenced in the following subparagraphs is designated in Exhibit D (County's Administration).

County will notify Subrecipient in writing of any change as they occur. Said changes do not require an amendment to this Subaward.

6.2 COUNTY'S CONTRACT MANAGER

6.2.1 The role of County's Contract Manager or their designee may include:

6.2.1.1 Coordinating with Subrecipient and ensuring Subrecipient's performance of the Subaward. However, in no event will
Subrecipient's obligation to fully satisfy all the requirements of this Subaward be relieved, excused or limited thereby.

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SUBAWARD NUMBER ENP242509

6.2.1.2 Upon request of Subrecipient, providing direction to Subrecipient, as appropriate in areas relating to County policy, information requirements, and procedural
requirements. However, in no event will Subrecipient's
obligation to fully satisfy all the requirements of this Subaward be relieved, excused or limited thereby.

6.2.1.3 Making revisions which do not materially affect the terms and conditions of this Subaward in accordance with
Subparagraph 9.9 (Modifications).

6.2.1.4 Acting on behalf of County with respect to approval of Lower Tier Subawards and Lower Tier Subrecipient employees
working on this Subaward.

6.3 COUNTY'S PROGRAM MANAGER

6.3.1 The role of County's Program Manager or their designee may include:

6.3.1.1 Meeting with Subrecipient's Project Manager on a regular basis.

6.3.1.2 Inspecting any and all tasks, deliverables, goods, Services, or other work provided by or on behalf of Subrecipient.

However, in no event will Subrecipient's obligation to fully satisfy all of the requirements of this Subaward be relieved, excused or limited thereby.

6.3.2 County's Program Manager is not authorized to make any changes in any of the terms and conditions of this Subaward and is not authorized to further obligate County in any respect whatsoever.

6.4 COUNTY'S COMPLIANCE MANAGER

6.4.1 The role of County's Compliance Manager or their designee may include:

6.4.1.1 Verifying Subrecipient's compliance with the requirements of this Subaward.

6.4.1.2 Overseeing and monitoring the delivery of Services. However, in no event will Subrecipient's obligation to fully satisfy all of the requirements of this Subaward be relieved, excused or limited thereby.

6.4.1.3 Ensuring that the objectives of this Subaward are met.

6.5 COUNTY’S CONTRACT ANALYST

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SUBAWARD NUMBER ENP242509

6.5.1 The role of the County’s Contract Analyst is to manage and facilitate the administrative functions of the Subaward. County’s Contract Analyst reports to County’s Contract Manager.

7.0 ADMINISTRATION OF SUBAWARD - SUBRECIPIENT

7.1 SUBRECIPIENT ADMINISTRATION

7.1.1 A listing of all Subrecipient's Administration referenced in the following Subparagraphs is designated in Exhibit E (Subrecipient's Administration).

Subrecipient will notify County's Contract Manager in writing of any changes as they occur. Said changes do not require an amendment to this Subaward.

7.2 SUBRECIPIENT'S PROJECT MANAGER

7.2.1 Subrecipient's Project Manager is designated in Exhibit E (Subrecipient's Administration). Subrecipient must notify County's Contract Manager in writing of any change to Exhibit E (Subrecipient’s Administration), as they occur.

7.2.2 Subrecipient's Project Manager will be responsible for Subrecipient's dayto-day activities as related to this Subaward and will meet and coordinate with County's Contract Manager, County's Program Manager and County's Compliance Manager on a regular basis.

7.2.3 Subrecipient's Project Manager must have the qualifications and experience identified in Exhibit A (Statement of Work and Attachments).

7.3 APPROVAL OF SUBRECIPIENT'S STAFF

7.3.1 County has the absolute right to approve or disapprove all Subrecipient's staff performing Work hereunder and any proposed changes in Subrecipient's staff, including, but not limited to, Subrecipient's Project Manager. Subrecipient must provide County's Program Manager with a resume of each proposed substitute and an opportunity to interview such person prior to any staff substitution.

7.4 SUBRECIPIENT'S STAFF IDENTIFICATION

7.4.1 Subrecipient will provide, at Subrecipient's expense, all staff providing Services under this Subaward with a photo identification badge ("badge").

The badge must be developed in accordance with County's specifications.

Subrecipient must obtain approval for the format and content of the badge from County's Program Manager prior to Subrecipient creating, issuing, or implementing use of the badge.

7.4.2 Subrecipient's staff, while on duty or when entering County facilities or grounds, must prominently display the badge on the upper part of the body.

Subrecipient's staff may be asked by a County representative to leave a

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SUBAWARD NUMBER ENP242509
County facility if Subrecipient's staff does not have the photo identification badge on their person and Subrecipient's staff must immediately comply with such request.

7.4.3 Subrecipient must notify County's Contract Manager within five (5) days when staff is terminated from working under this Subaward. Subrecipient must retrieve and immediately destroy the staff's badge upon the staff's termination of employment with Subrecipient.

7.4.4 If County requests the removal of Subrecipient's staff, Subrecipient must retrieve and immediately destroy staff's badge at the time the staff is removed from working on this Subaward.

7.5 BACKGROUND AND SECURITY INVESTIGATIONS

7.5.1 Each of Subrecipient's or Lower Tier Subrecipient's, as applicable, staff/employees providing Services under this Subaward, who is in a designated sensitive position, as determined by County in County's sole discretion, must undergo, and pass a background investigation to the satisfaction of County as a condition of beginning and continuing to provide Services under this Subaward. This background investigation must be conducted on an annual basis throughout the entire term of this Subaward. Such background investigation must be obtained through fingerprints submitted to the California Department of Justice to include State, local, and Federal-level review, which may include, but must not be limited to, criminal conviction information. The fees associated with the background investigation will be at the expense of Subrecipient, regardless of whether the member of Subrecipient's staff passes or fails the background investigation. For purposes of this Subaward, a sensitive position is one in which the duties pose a potential threat or risk to Client when performed by persons who have a criminal history incompatible with those duties, whether those persons are employees of Subrecipient or other individuals who provide Services on behalf of Subrecipient pursuant to this Subaward. For Work performed under this Subaward, sensitive positions include (but is not limited to) the following:

7.5.1.1 Positions that involve the care, oversight, or protection of persons through direct contact with such persons (e.g., social worker, case manager, etc.).

7.5.1.2 Positions having direct or indirect access to funds or negotiable instruments (e.g., finance manager, accountant, bookkeeper, etc.).

7.5.1.3 Positions that require State and/or professional licensing (e.g., Certified Public Accountant, etc.).

7.5.1.4 Positions that have access to confidential or classified information including criminal conviction information (e.g., human resources manager, etc.).

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7.5.1.5 Positions that involve the care, oversight, or protection of County, public, or private property (e.g., property custodian, etc.).

7.5.1.6 Positions that require access to Client's home/residence (e.g., home-delivered meals drivers, etc.).

7.5.2 If a member of Subrecipient's staff does not pass the background investigation, County may request that the member of Subrecipient's staff be immediately removed from providing Services under this Subaward.

Subrecipient must comply with County's request at any time during the term of this Subaward. County will not provide to Subrecipient or to Subrecipient's staff any information obtained through County's background investigation.

7.5.3 County, in its sole discretion, may immediately deny or terminate facility access to any member of Subrecipient's staff who does not pass such investigation to the satisfaction of County or whose background or conduct is incompatible with County facility access.

7.5.4 No member of Subrecipient's staff providing Services under this Subaward shall be on active probation, currently on parole or have been on probation or parole within the last three (3) years.

7.5.5 Subrecipient and its staff, including all current and prospective employees, independent contractors, volunteers, or Lower Tier Subrecipients who may come in contact with people in the course of their Work, volunteer activity, or performance of a Lower Tier Subaward, providing Services under this Subaward will be under a continuing obligation to disclose any prior or subsequent criminal conviction record or any pending criminal trial to County's Program Manager. Subrecipient must inform its staff, including all current and prospective employees, independent contractors, volunteers, or Lower Tier Subrecipients who may come in contact with people in the course of their Work, volunteer activity, or performance of a Lower Tier Subaward, providing Services under this Subaward of said obligation. Subrecipient must maintain records of criminal convictions and/or pending criminal trials in the file of each such person.

7.5.6 Subrecipient must immediately notify County's Program Manager of any arrest and/or subsequent conviction, other than for minor traffic offenses, of any Subrecipient staff, independent contractor, volunteer, or Lower Tier Subrecipient who may come in contact with children, elderly individuals or dependent adults while providing Services under this Subaward when such information becomes known to Subrecipient. Subrecipient must not engage or continue to engage the services of any person convicted of any crime involving harm to minors, or any crime involving conduct inimical to the health, morals, welfare or safety of others, including but not limited to, the offenses specified in the California Health and Safety Code Section 11590 (i.e., offenses requiring registration as a controlled substance

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offender) and those crimes listed in the California Penal Code which involve murder, rape, kidnap, abduction, assault and lewd and lascivious acts.

7.5.7 Disqualification of any member of Subrecipient's staff pursuant to this Subparagraph 7.5 will not relieve Subrecipient of its obligation to complete all Work in accordance with the terms and conditions of this Subaward.

7.5.8 These terms will also apply to lower tier subrecipients of County subrecipients.

7.6 CONFIDENTIALITY

7.6.1 Subrecipient must maintain the confidentiality of all records and information in accordance with all applicable Federal, State, and local laws, rules, regulations, ordinances, directives, guidelines, policies, Program memoranda and procedures relating to confidentiality, including, without limitation, County policies concerning information technology security and the protection of confidential records and information.

7.6.2 Subrecipient must indemnify, defend, and hold harmless County, its officers, employees, and agents, from and against any and all claims, demands, damages, liabilities, losses, costs and expenses, including, without limitation, defense costs and legal, accounting and other expert, consulting, or professional fees, arising from, connected with, or related to any failure by Subrecipient, its officers, employees, agents, or Lower Tier Subrecipients, to comply with this Subparagraph, Exhibit F1 (Subrecipient Acknowledgement and Confidentiality Agreement) and Exhibit I (Business Associate Agreement Under the Health Insurance Portability and Accountability Act of 1996 (HIPAA)), as determined by County in its sole judgment. Any legal defense pursuant to Subrecipient's indemnification obligations under this Subparagraph 7.6 must be conducted by Subrecipient and performed by counsel selected by Subrecipient and approved by County. Notwithstanding the preceding sentence, County will have the right to participate in any such defense at its sole cost and expense, except that in the event Subrecipient fails to provide County with a full and adequate defense, as determined by County in its sole judgment, County will be entitled to retain its own counsel, including, without limitation, County Counsel, and to reimbursement from Subrecipient for all such costs and expenses incurred by County in doing so. Subrecipient will not have the right to enter into any settlement, agree to any injunction, or make any admission, in each case, on behalf of County without County's prior written approval.

7.6.3 Subrecipient must inform all its officers, employees, agents, and Lower Tier Subrecipients providing Services hereunder of the confidentiality provisions of this Subaward.

7.6.4 Subrecipient must sign and adhere to the provisions of Exhibit F1 (Subrecipient Acknowledgement and Confidentiality Agreement).

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7.6.5 Unauthorized Disclosure

7.6.5.1 Subrecipient and any approved Lower Tier Subrecipient must ensure that all Protected Health Information (PHI), Personal Information (PI), and any information protected under the Health Insurance Portability and Accountability Act (HIPAA), (i.e., public, confidential, sensitive and/or personal identifying information) herein referred to as Personal, Sensitive and Confidential Information (PSCI) is protected from
inappropriate or unauthorized access or disclosure in
accordance with applicable laws, regulations and State
policies. The requirement to protect information will remain in force until superseded by laws, regulations, or policies.

7.6.5.2 Subrecipient and any approved Lower Tier Subrecipient must protect from unauthorized disclosure, PSCI such as names and other identifying information, concerning Clients
receiving Program Services pursuant to this Subaward,
except for statistical information that does not identify any Client.

7.6.5.3 Subrecipient and any approved Lower Tier Subrecipient must not use PSCI for any purpose other than carrying out
Subrecipient's obligations under this Subaward. PSCI must include, but is not limited to the following: name; identifying number; social security number; State driver's license or State identification number; financial account numbers; and symbol or other identifying characteristic assigned to Client, such as fingerprint, voice print or a photograph.

7.6.5.4 Subrecipient and any approved Lower Tier Subrecipient must not, except as otherwise specifically authorized or required by this Subaward or court order, divulge to any unauthorized person any data or identifying information obtained while performing Work pursuant to this Subaward without prior written authorization from County. Subrecipient must forward all requests for the release of any data or identifying information received to County's Program Manager.

Subrecipient may be authorized, in writing, by Client to disclose identifying information specific to the authorizing Client.

7.6.5.5 Subrecipient and any approved Lower Tier Subrecipient may allow Client to authorize the release of information to specific entities, but must not request or encourage Client to give a blanket authorization or sign a blank release, nor will Subrecipient accept such blanket authorization from Client.

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8.0 STANDARD TERMS AND CONDITIONS

8.1 AMENDMENTS

8.1.1 For any change which materially affects the Scope of Work, Subaward Term, Subaward Sum, payments, or any other term or condition included under this Subaward, an Amendment to this Subaward must be prepared by County and executed by Authorized Representative and by County's Director or their designee.

8.1.2 County's Board, Chief Executive Officer or designee may require the addition and/or change of certain terms and conditions in this Subaward during the term of this Subaward. County reserves the right to add and/or change such provisions as required by County's Board or Chief Executive Officer. To implement such changes, an Amendment to this Subaward must be prepared by County and executed by Authorized Representative and by County's Director or their designee.

8.1.3 County's Director or their designee may, at their sole discretion, authorize extensions of time as defined in Paragraph 4.0 (Term of Subaward).

Subrecipient agrees that such extensions of time will not change any other term or condition of this Subaward during the period of such extensions.

To implement an extension of time, an Amendment to this Subaward must be prepared by County and executed by Authorized Representative and by County's Director or their designee.

8.1.4 The following events will also warrant an Amendment to this Subaward as described in this Subparagraph 8.1:

8.1.4.1 County may initiate a unilateral Amendment to this Subaward at any time when required by Federal, State or County laws or policies, and will immediately notify Subrecipient of said Amendment and the justification thereto.

8.1.4.2 To the extent that funding for the Program is eliminated or otherwise reduced, the Program is terminated, or the
Program is modified for any reason (such that funding is reduced, or the Scope of Work is changed), County may in its sole discretion amend this Subaward accordingly or move to terminate pursuant to the provisions in Subparagraph 8.42 (Termination for Convenience) without further liability for Services yet to be rendered by Subrecipient.

8.1.5 Change Notice

8.1.5.1 For any change which does not affect the Scope of Work performed under this Subaward, the Subaward Term or
Subaward Sum, and does not otherwise materially change
any other term or condition under this Subaward, County reserves the right to initiate such change(s) through a

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Change Notice Program memorandum or an administrative
directive which will all have the same effect as an
Amendment. Such Change Notice will be a written document that is prepared by County at its sole discretion and is signed by County's Contract Manager or designee. A Change Notice will be used to communicate changes which do not warrant an amendment to this Subaward. Such Change Notice will
be provided to Subrecipient at least ten (10) days prior to its effective date and Subrecipient must adhere to the
requirements as specified therein. Subrecipient's failure to comply with the Change Notice(s) may result in County
imposing remedies including suspension of payment(s),
termination of Subaward or other remedies under this
Subaward as determined by County at its sole discretion.

8.2 ASSIGNMENT AND DELEGATION/MERGERS OR ACQUISITIONS

8.2.1 Subrecipient (that is, "Contractor") must notify County of any pending acquisitions/mergers of its company unless otherwise legally prohibited from doing so. If Contractor is restricted from legally notifying County of pending acquisitions/mergers, then it should notify County of the actual acquisitions/mergers as soon as the law allows and provide to County the legal framework that restricted it from notifying County prior to the actual acquisitions/mergers.

8.2.2 Contractor must not assign, exchange, transfer, or delegate its rights or duties under this Subaward (that is, "Contract"), whether in whole or in part, without the prior written consent of County, in its sole discretion, and any attempted assignment, delegation, or otherwise transfer of its rights or duties, without such consent will be null and void. For purposes of this Subparagraph 8.2, County consent will require a written Amendment to this Contract, which is formally approved and executed by the parties. Any payments by County to any approved delegate or assignee on any claim under this Contract will be deductible, at County's sole discretion, against the claims, which Contractor may have against County.

8.2.3 Any assumption, assignment, delegation, or takeover of any of Contractor's duties, responsibilities, obligations, or performance of same by any person or entity other than Contractor, whether through assignment, Lower Tier Subaward (that is, "Subcontract"), delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's express prior written approval, will be a material breach of this Contract which may result in the termination of this Contract. In the event of such termination, County will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

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8.3 AUTHORIZATION WARRANTY

8.3.1 Subrecipient represents and warrants that the person executing this Subaward for Subrecipient is an authorized agent who has actual authority to bind Subrecipient to each and every term, condition, and obligation of this Subaward and that all requirements of Subrecipient have been fulfilled to provide such actual authority ("Authorized Representative").

8.3.2 Authorized Representative must be available to County and/or County's duly authorized representatives during the days and times specified in Exhibit A (Statement of Work and Attachments). In the event the Authorized Representative is not available during these specified days and times, they must ensure that an appropriate designee is identified in writing to County's Contract Manager. Such designee must have the ability and authority to act as a proxy on behalf of Authorized Representative, and this authority must also be evidenced in writing by Authorized Representative.

Authorized Representative must further ensure that they can be contacted by their designee when Authorized Representative is not available during the days and times specified in Exhibit A (Statement of Work and Attachments).

8.3.3 Board of Directors' Resolution

8.3.3.1 Subrecipient must submit its Board of Directors' resolution, which provides written evidence to support the delegated authority that Subrecipient's organization has vested in Authorized Representative, who will act on behalf of
Subrecipient pursuant to Subparagraph 8.3 (Authorization Warranty). Such written evidence must adhere to the
following requirements outlined in this Subparagraph 8.3.3.

8.3.3.2 If Subrecipient is a public entity (defined as the government of the United States; the government of a State or political subdivision of a State; or any interstate governmental
agency), Subrecipient must submit to County a copy of its resolution, order, or motion which has been approved by its Governing Body (e.g., City Council) and signed by the
presiding chairperson/president of the Governing Body. If Subrecipient is a private non-profit entity, Subrecipient must submit a copy of written authorization from its Governing Body (e.g., Board of Directors) and signed by the presiding chairperson/president to County.

8.3.3.3 Subrecipient's resolution, order, motion, or other authorization must contain the following elements: reference to this Subaward by name and number; authorize execution of this Subaward; identify Authorized Representative and any designee who will execute the original Subaward and any subsequent amendments to this Subaward (Authorized

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Representative and any designee must be specified in
Exhibit E (Subrecipient's Administration)); and approve and accept Subaward Sums. In the event there is a change in Authorized Representative, Subrecipient must provide
County a revised resolution, order, motion, or other
authorization which reflects the new Authorized
Representative within five (5) days of being approved by the Governing Body.

8.4 BUDGET REDUCTIONS

8.4.1 In the event that County's Board adopts, in any Fiscal Year or Program Year, a County budget which provides for reductions in the salaries and benefits paid to the majority of County employees and imposes similar reductions with respect to County contracts, County reserves the right to reduce its payment obligation under this Subaward correspondingly for that Fiscal Year or Program Year and any subsequent Fiscal Year or Program Year during the term of this Subaward (including any extensions), and the Services to be provided by Subrecipient under this Subaward will also be reduced correspondingly. County's notice to Subrecipient regarding said reduction in payment obligation will be provided within thirty (30) calendar days of the Board's approval of such actions. Except as set forth in the preceding sentence, Subrecipient must continue to provide all of the Services set forth in this Subaward.

8.5 COMPLAINTS

8.5.1 Subrecipient must develop and maintain operating procedures for receiving, investigating, and responding to complaints. Within fifteen (15) business days after the Subaward effective date, Subrecipient must provide County's Program Manager with Subrecipient's procedures for receiving, investigating, and responding to Client complaints.

8.5.2 County will review Subrecipient's procedures and provide Subrecipient with approval of said procedures or with requested changes.

8.5.3 If County requests changes in Subrecipient's procedures, Subrecipient must make such changes and resubmit the procedures within five (5) business days for County approval.

8.5.4 If, at any time, Subrecipient wishes to change Subrecipient's procedures, Subrecipient must submit proposed changes to County's Program Manager for approval before implementation.

8.5.5 Subrecipient must preliminarily investigate all complaints and notify County's Program Manager of the status of the investigation within ten (10) business days of receiving the complaint.

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8.5.6 When complaints cannot be resolved informally, a system of followthrough will be instituted which adheres to formal plans for specific actions and strict time deadlines.

8.5.7 Copies of all written responses must be sent to County's Program Manager within five (5) business days of mailing to the complainant.

8.5.8 Subrecipient must provide Client an opportunity to anonymously submit a grievance directly to County's Compliance Manager. Subrecipient must ensure that the contact information of County's Compliance Manager is posted in a publicly accessible area and also provided to Client in writing.

8.5.9 Subrecipient must provide County an opportunity to consider any grievance whether it is anonymously submitted to County by Client or if it's a grievance that cannot be resolved by Subrecipient. At County's sole discretion, County's written decision regarding the grievance will be final and irrevocable.

8.5.10 At a minimum, Subrecipient must incorporate the procedures and provisions of this Subparagraph 8.5 in its written grievance policies.

8.6 COMPLIANCE WITH APPLICABLE LAWS

8.6.1 In the performance of this Subaward, Subrecipient must comply with all applicable Federal, State, County and local laws, rules, regulations, ordinances, directives, guidelines, policies, Program memoranda and procedures. Subrecipient must also comply with all subsequent revisions, modifications, and administrative and statutory changes made thereto by Federal, State and County authorities. All provisions required thereby to be included in this Subaward are hereby incorporated herein by reference.

8.6.2 Subrecipient must indemnify, defend, and hold harmless County, its officers, employees, and agents, from and against any and all claims, demands, damages, liabilities, losses, costs, and expenses, including, without limitation, defense costs and legal, accounting and other expert, consulting or professional fees, arising from, connected with, or related to any failure by Subrecipient, its officers, employees, agents, or Lower Tier Subrecipients, to comply with any such laws, rules, regulations, ordinances, directives, guidelines, policies, Program memoranda or procedures, as determined by County in its sole judgment. Any legal defense pursuant to Subrecipient's indemnification obligations under this Subparagraph 8.6 will be conducted by Subrecipient and performed by counsel selected by Subrecipient and approved by County.

Notwithstanding the preceding sentence, County will have the right to participate in any such defense at its sole cost and expense, except that in the event Subrecipient fails to provide County with a full and adequate defense, as determined by County in its sole judgment, County will be entitled to retain its own counsel, including, without limitation, County Counsel, and to reimbursement from Subrecipient for all such costs and

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expenses incurred by County in doing so. Subrecipient will not have the right to enter into any settlement, agree to any injunction or other equitable relief, or make any admission, in each case, on behalf of County without County's prior written approval.

8.6.3 Subrecipient's compliance with applicable laws and regulations includes, but is not limited to, adherence to the mandatory standards and policies relating to the following: Title 45 Code of Federal Regulations Part 75 et seq. and Title 2 Code of Federal Regulations Part 200 et seq.; State's energy efficiency regulations (Title 24 California Code of Regulations); and, Pilot Program for Enhancement of Contractor Employee Whistleblower Protections (Title 48 Code of Federal Regulations Subpart 3.908 and Title 41 United States Code Section 4712). In addition to these standards and policies, when the Maximum Subaward Sum is one hundred thousand dollars ($100,000) or more, Subrecipient must also adhere to the following policies: Clean Air Act, as amended (Title 42 United States Code Section 7401 et seq.); Federal Water Pollution Control Act, as amended (Title 33 United States Code Section 1251 et seq.); Environmental Protection Agency Regulations (Title 40 Code of Federal Regulations Part 29 and Executive Order 11738); State Contract Act (California Public Contract Code Section 10295 et seq.); and, Unruh Civil Rights Act (California Public Contract Code Section 2010). County reserves the right to review Subrecipient's procedures to ensure that they comply with the statutes, ordinances, regulations, rules, rulings, policies, and procedures of the Federal, State and County authorities, as applicable.

8.6.4 Subrecipient certifies that throughout the entirety of this Subaward it will comply with all Federal and State payroll tax rules and employer tax guides; Subrecipient must pay all Federal and State payroll taxes; and Subrecipient must make all tax deposits required by Federal and State laws within the time limits required.

8.6.5 Subrecipient's failure to comply with such regulations, rules, ordinances, court rules, municipal laws, directives, policies, Program memoranda and procedures outlined in this Subparagraph 8.6 and/or the provisions, requirements, or conditions of this Subaward, including but not limited to, performance documentation, reporting, audit, and evaluation requirements will be material breach of this Subaward and may result in termination of this Subaward or other remedies available herein.

8.7 COMPLIANCE WITH CIVIL RIGHTS LAWS

8.7.1 Subrecipient hereby assures that it will comply with Subchapter VI of the Civil Rights Act of 1964 [Title 42 United States Code Sections 2000e (1) - 2000e (17), Title 42 United States Code Section 2000d and Title 45 Code of Federal Regulations Part 80] and the Americans with Disabilities Act (ADA) of 1990, to the end that no person will, on the grounds of race, creed, color, sex, religion, ancestry, age, condition of physical handicap, marital status, political affiliation, or national origin, be excluded from

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participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Subaward or under any project, program, or activity supported by this Subaward. Additionally, Subrecipient certifies to County:

8.7.1.1 Subrecipient has a written policy statement prohibiting discrimination in all phases of employment.

8.7.1.2 Subrecipient periodically conducts a self-analysis or utilization analysis of its work force.

8.7.1.3 Subrecipient has a system for determining if its employment practices are discriminatory against protected groups.

8.7.1.4 Where problem areas are identified in employment practices, Subrecipient has a system for taking reasonable corrective action, to include establishment of goals or timetables.

8.7.2 Notwithstanding any other provision of law and pursuant to the requirements outlined in California Public Contract Code Section 10295.3, when the Maximum Subaward Sum is one hundred thousand dollars ($100,000) or more, Subrecipient must not discriminate in the provision of benefits between employees with spouses and employees with domestic partners, or discriminate between employees with spouses or domestic partners of a different sex and employees with spouses or domestic partners of the same sex, or discriminate between same-sex and differentsex domestic partners of employees or between same sex and differentsex spouses of employees. For purposes of this Subparagraph 8.7.2, "subaward" includes subawards and contracts awarded by County to Subrecipient with a cumulative amount of one hundred thousand dollars ($100,000) or more for the Fiscal Year or Program Year (where the subaward or contract funds originate from the State).

8.7.3 Subrecipient must ensure compliance with the requirements of California Public Contract Code Section 2010 by submitting a completed Exhibit L (California Civil Rights Laws Certification) as directed by County and as a condition of executing this Subaward. The California Civil Rights Laws Certification ensures Subrecipient's compliance with the Unruh Civil Rights Act (California Civil Code Section 51) and the Fair Employment and Housing Act (California Government Code Section 12960), and further ensures that Subrecipient's internal policies are not used in violation of California Civil Rights Laws.

8.8 COMPLIANCE WITH COUNTY'S JURY SERVICE PROGRAM

8.8.1 Jury Service Program

8.8.1.1 This Subaward (that is, "Contract") is subject to the provisions of County's ordinance entitled Contractor
Employee Jury Service ("Jury Service Program") as codified

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in Sections 2.203.010 through 2.203.090 of the Los Angeles County Code.

8.8.2 Written Employee Jury Service Policy

8.8.2.1 Unless Subrecipient (that is, "Contractor") has demonstrated to County's satisfaction either that Contractor is not a "Contractor" as defined under the Jury Service Program
(Section 2.203.020 of the County Code) or that Contractor qualifies for an exception to the Jury Service Program
(Section 2.203.070 of the County Code), Contractor must have and adhere to a written policy that provides that its employees will receive from Contractor, on an annual basis, no less than five (5) days of regular pay for actual jury service.

The policy may provide that employees deposit any fees
received for such jury service with Contractor or that
Contractor deducts from the employee's regular pay the fees received for jury service.

8.8.2.2 For purposes of this subparagraph, "Contractor" means a person, partnership, corporation, or other entity which has a contract with County or a subcontract with a County
contractor and has received or will receive an aggregate sum of fifty thousand dollars ($50,000) or more in any twelve (12) month period under one (1) or more County contracts or
subcontracts. "Employee" means any California resident who is a full-time employee of 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 County, or 2) Contractor has a long-standing practice that defines the lesser number of hours as full-time. Full-time employees providing short-term, temporary services of ninety (90) days or less within a twelve (12) month period are not considered full-time for purposes of the Jury Service Program. If Contractor uses any Lower Tier Subrecipient (that is, "Subcontractor") to perform Services for County under this Contract, the Subcontractor will also be subject to the provisions of this subparagraph.

The provisions of this subparagraph will be inserted into any such Lower Tier Subaward (that is, "Subcontract")
agreement and a copy of the Jury Service Program must be attached to the agreement.

8.8.2.3 If Contractor is not required to comply with the Jury Service Program when this Contract commences, Contractor will
have a continuing obligation to review the applicability of its "exception status" from the Jury Service Program, and
Contractor must immediately notify County's Contract
Manager if Contractor at any time either comes within the

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Jury Service Program's definition of "Contractor" or if Contractor no longer qualifies for an exception to the Jury Service Program. In either event, Contractor must
immediately implement a written policy consistent with the Jury Service Program. County may also require, at any time during this Contract and at its sole discretion, that Contractor demonstrate, to County's satisfaction that Contractor either continues to remain outside of the Jury Service Program's definition of "Contractor" and/or that Contractor continues to qualify for an exception to the Jury Service Program.

8.8.2.4 Contractor's violation of this subparagraph of the Subaward may constitute a material breach of this Contract. In the event of such material breach, County may, in its sole discretion, terminate this Contract and/or bar Contractor from the award of future County contracts for a period of time consistent with the seriousness of the breach.

8.9 CONFLICT OF INTEREST

8.9.1 No County employee whose position with County enables such employee to influence the granting of this Subaward or any competing contract, and no spouse or economic dependent of such employee, will be employed in any capacity by Subrecipient or have any other direct or indirect financial interest in this Subaward. No officer or employee of Subrecipient who may financially benefit from the performance of Work hereunder will in any way participate in County's approval, or ongoing evaluation, of such Work, or in any way attempt to unlawfully influence County's approval or ongoing evaluation of such Work.

8.9.2 Subrecipient must comply with all conflict-of-interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Subaward. Subrecipient warrants that it is not now aware of any facts that create a conflict of interest. If Subrecipient hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to County's Compliance Manager. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this subparagraph will be a material breach of this Subaward.

8.10 CONSIDERATION OF HIRING COUNTY EMPLOYEES TARGETED FOR

LAYOFFS OR ARE ON A COUNTY RE-EMPLOYMENT LIST

8.10.1 Should Subrecipient (that is, "Contractor") require additional or replacement personnel after the effective date of this Subaward (that is, "Contract") to perform the Services set forth herein, Contractor must give first consideration for such employment openings to qualified permanent

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County employees who are targeted for layoff or to qualified former County employees who are on a re-employment list during the life of this Contract.

8.11 CONSIDERATION OF HIRING GAIN/START PARTICIPANTS

8.11.1 Should Subrecipient (that is, “Contractor”) require additional or replacement personnel after the effective date of this Subaward (that is, “Contract”), Contractor will give consideration for any such employment openings to participants in County of Los Angeles Department of Public Social Services Greater Avenues for Independence (GAIN) Program or Skills and Training to Achieve Readiness for Tomorrow (START) Program who meet Contractor's minimum qualifications for the open position. For this purpose, consideration will mean that Contractor will interview qualified candidates. County will refer GAIN/START participants by job category to Contractor. Contractor must report all job openings with job requirements to: [email protected] and
[email protected] and DPSS will refer qualified GAIN/START job candidates.

8.11.2 In the event that both laid-off County employees and GAIN/START participants are available for hiring, County employees must be given first priority.

8.12 CONTRACTOR RESPONSIBILITY AND DEBARMENT

8.12.1 Responsible Contractor

8.12.1.1 A responsible Subrecipient (that is, "Contractor") is a contractor who has demonstrated the attribute of
trustworthiness, as well as quality, fitness, capacity, and experience to satisfactorily perform this Subaward (that is, "Contract"). It is County's policy to conduct business only with responsible contractors.

8.12.2 Chapter 2.202 of the County Code

8.12.2.1 Subrecipient (that is, "Contractor") is hereby notified that, in accordance Chapter 2.202 of the County Code, if County
acquires information concerning the performance of
Contractor on this Subaward (that is, "Contract") or other contracts which indicates that Contractor is not responsible, County may, in addition to other remedies provided in this Contract, debar Contractor from bidding or proposing on, or being awarded, and/or performing work on County contracts for a specified period of time, which generally will not exceed five (5) years but may exceed five (5) years or be permanent if warranted by the circumstances, and terminate any or all existing contracts which Contractor may have with County.

8.12.3 Non-responsible Contractor

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8.12.3.1 County may debar Subrecipient (that is, "Contractor") if the Board finds, in its discretion, that Contractor has done any of the following: (1) violated a term of a contract with County or a non-profit corporation created by County, (2) committed an act or omission which negatively reflects on Contractor's quality, fitness or capacity to perform a contract with County, any other public entity, or a non-profit corporation created by County, or engaged in a pattern or practice which negatively reflects on same, (3) committed an act or offense which indicates a lack of business integrity or business honesty, or (4) made or submitted a false claim against County or any other public entity.

8.12.4 Contractor Hearing Board

8.12.4.1 If there is evidence that Subrecipient (that is, "Contractor") may be subject to debarment, County will notify Contractor in writing of the evidence which is the basis for the proposed debarment and will advise Contractor of the scheduled date for a debarment hearing before the Contractor Hearing Board.

8.12.4.2 The Contractor Hearing Board will conduct a hearing where evidence on the proposed debarment is presented.

Contractor and/or Contractor's representative will be given an opportunity to submit evidence at that hearing. After the hearing, the Contractor Hearing Board will prepare a tentative proposed decision, which will contain a recommendation
regarding whether Contractor should be debarred, and, if so, the appropriate length of time of the debarment. Contractor and County will be provided an opportunity to object to the tentative proposed decision prior to its presentation to the Board.

8.12.4.3 After consideration of any objections, or if no objections are submitted, a record of the hearing, the proposed decision, and any other recommendation of the Contractor Hearing
Board will be presented to the Board. The Board will have the right to modify, deny, or adopt the proposed decision and recommendation of the Contractor Hearing Board.

8.12.4.4 If Contractor has been debarred for a period longer than five (5) years, Contractor may after the debarment has been in effect for at least five (5) years, submit a written request for review of the debarment determination to reduce the period of debarment or terminate the debarment. County may, in its discretion, reduce the period of debarment or terminate the debarment if it finds that Contractor has adequately
demonstrated one or more of the following: (1) elimination of the grounds for which the debarment was imposed; (2) a

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bona fide change in ownership or management; (3) material evidence discovered after debarment was imposed; or (4) any other reason that is in the best interests of County.

8.12.4.5 The Contractor Hearing Board will consider a request for review of a debarment determination only where: (1)
Contractor has been debarred for a period longer than five (5) years; (2) the debarment has been in effect for at least five (5) years; and (3) the request is in writing, states one or more of the grounds for reduction of the debarment period or termination of the debarment, and includes supporting
documentation. Upon receiving an appropriate request, the Contractor Hearing Board will provide notice of the hearing on the request. At the hearing, the Contractor Hearing Board will conduct a hearing where evidence on the proposed
reduction of debarment period or termination of debarment is presented. This hearing will be conducted and the request for review decided by the Contractor Hearing Board pursuant to the same procedures as for a debarment hearing.

8.12.4.6 The Contractor Hearing Board's proposed decision will contain a recommendation on the request to reduce the
period of debarment or terminate the debarment. The
Contractor Hearing Board will present its proposed decision and recommendation to the Board. The Board will have the right to modify, deny, or adopt the proposed decision and recommendation of the Contractor Hearing Board.

8.12.5 Subcontractors of Contractor

8.12.5.1 These terms will also apply to Lower Tier Subrecipients (that is, "Subcontractors") of County contractors.

8.12.6 Contractor hereby acknowledges that County is prohibited from contracting with parties that are suspended, debarred, ineligible or excluded from securing State-funded or Federally funded contracts. By executing this Contract, Contractor certifies that neither it nor any of its owners, officers, partners, directors, or other principals is currently suspended, debarred, ineligible or excluded from securing State-funded or Federally funded contracts. Further by executing this Contract, Contractor certifies that, to its knowledge, none of its subcontractors, at any tier, or any owner, officer, partner, director, or other principal of any subcontractor is currently suspended, debarred, ineligible or excluded from securing State-funded or Federally funded contracts. During the term of this Contract, Contractor must immediately notify County's Compliance Manager in writing should it or any of its subcontractors or any principals of either be suspended, debarred, ineligible or excluded from securing State-funded or Federally funded contracts. Failure of Contractor to

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comply with this provision will constitute a material breach of this Contract upon which County may immediately terminate or suspend this Contract.

8.13 CONTRACTOR'S ACKNOWLEDGEMENT OF COUNTY'S COMMITMENT TO

SAFELY SURRENDERED BABY LAW

8.13.1 Subrecipient (that is, "Contractor") acknowledges that County places a high priority on the implementation of the Safely Surrendered Baby Law.

Contractor understands that it is County's policy to encourage all County contractors to voluntarily post County's poster, Exhibit G (Safely Surrendered Baby Law) in a prominent position at Contractor's place of business.

Contractor will also encourage any approved Lower Tier Subrecipients (that is, "Subcontractors"), if any, to post this poster in a prominent position in the Subcontractor's place of business. Information and posters for printing are available at https://lacounty.gov/residents/family-services/child-safety/safesurrender/.

8.14 CONTRACTOR'S WARRANTY OF ADHERENCE TO COUNTY'S CHILD

SUPPORT COMPLIANCE PROGRAM

8.14.1 Subrecipient (that is, "Contractor") acknowledges that County has established a goal of ensuring that all individuals who benefit financially from County through contracts are in compliance with their court-ordered child, family and spousal support obligations in order to mitigate the economic burden otherwise imposed upon County and its taxpayers.

8.14.2 As required by County's Child Support Compliance Program (County Code Chapter 2.200) and without limiting Contractor's duty under this Subaward (that is, "Contract") to comply with all applicable provisions of law, Contractor warrants that it is now in compliance and will during the term of this Contract maintain compliance with employment and wage reporting requirements as required by the Federal Social Security Act (42 USC Section 653a) and California Unemployment Insurance Code Section 1088.5, and will implement all lawfully served Wage and Earnings Withholding Orders or Child Support Services Department Notices of Wage and Earnings Assignment for Child, Family or Spousal Support, pursuant to Code of Civil Procedure Section 706.031 and Family Code Section 5246(b).

8.15 COUNTY'S QUALITY ASSURANCE PLAN

8.15.1 County or its agent will monitor Subrecipient’s (that is, “Contractor's”) performance under this Subaward (that is, “Contract”) on not less than an annual basis. Such monitoring will include assessing Contractor's compliance with all Contract terms and conditions and performance standards, in addition to the regulations outlined in Subparagraph 8.38.3 (Monitoring Reviews). Contractor deficiencies which County determines are significant or continuing and that may place performance of this Contract in jeopardy if not corrected will be reported to the Board and listed

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in the appropriate Contractor performance database. The report to the Board will include improvement/corrective action measures taken by County and Contractor. If improvement does not occur consistent with the corrective action measures, 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 Subrecipient will repair, or cause to be repaired, at its own cost, any and all damage to County facilities, buildings or grounds caused by Subrecipient or employees or agents of Subrecipient. Such repairs must be made immediately after Subrecipient has become aware of such damage, but in no event later than thirty (30) days after the occurrence.

8.16.2 If Subrecipient fails to make timely repairs, County may make any necessary repairs. All costs incurred by County, as determined by County, for such repairs must be repaid by Subrecipient by cash payment upon demand.

8.17 EMPLOYMENT ELIGIBILITY VERIFICATION

8.17.1 Subrecipient warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing Work under this Subaward meet the citizenship or alien status requirements set forth in Federal and State statutes and regulations. Subrecipient must obtain from all employees performing Work hereunder, all verification and other documentation of employment eligibility status required by Federal and State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986 (P.L. 99-603), or as they currently exist and as they may be hereafter amended. Subrecipient must retain all such documentation for all covered employees for the period prescribed by law.

8.17.2 Subrecipient must indemnify, defend, and hold harmless, County, its agents, officers and employees from employer sanctions and any other liability which may be assessed against Subrecipient or County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing Work under this Subaward.

8.18 COUNTERPARTS AND ELECTRONIC SIGNATURES AND REPRESENTATION

8.18.1 This Subaward may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same Subaward. The facsimile, email or electronic signature of the parties will be deemed to constitute original signatures, and facsimile or electronic copies hereof will be deemed to constitute duplicate originals.

8.18.2 County and Subrecipient hereby agree to regard electronic representations of original signatures of authorized officers of each party,

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when appearing in appropriate places on the Subaward and any Amendments prepared pursuant to Subparagraph 8.1 (Amendments) and received via communications facilities (facsimile, email, or electronic signature), as legally sufficient evidence that such legally binding signatures have been affixed to Amendments to this Subaward.

8.19 FAIR LABOR STANDARDS

8.19.1 Subrecipient must comply with all applicable provisions of the Federal Fair Labor Standards Act and must indemnify, defend, and hold harmless County and its agents, officers and employees from any and all liability, including, but not limited to, wages, overtime pay, liquidated damages, penalties, court costs and attorneys' fees arising under any wage and hour law, including, but not limited to, the Federal Fair Labor Standards Act, for Work performed by Subrecipient's employees for which County may be found jointly or solely liable.

8.20 FORCE MAJEURE

8.20.1 Neither party will be liable for such party's failure to perform its obligations under and in accordance with this Subaward, if such failure arises out of fires, floods, epidemics, quarantine restrictions, other natural occurrences, strikes, lockouts (other than a lockout by such party or any of such party's lower tier subrecipients), freight embargoes, or other similar events to those described above, but in every such case the failure to perform must be totally beyond the control and without any fault or negligence of such party (such events are referred to in this Subparagraph 8.20 as "force majeure events").

8.20.2 Notwithstanding the foregoing, a default by a Lower Tier Subrecipient of Subrecipient will not constitute a force majeure event, unless such default arises out of causes beyond the control of both Subrecipient and such Lower Tier Subrecipient, and without any fault or negligence of either of them. In such case, Subrecipient will not be liable for failure to perform, unless the goods or Services to be furnished by the Lower Tier Subrecipient were obtainable from other sources in sufficient time to permit Subrecipient to meet the required performance schedule. As used in this Subparagraph 8.20, the term "Lower Tier Subrecipient" and "Lower Tier Subrecipients" mean Lower Tier Subrecipients at any tier.

8.20.3 In the event Subrecipient's failure to perform arises out of a force majeure event, Subrecipient 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

8.21.1 This Subaward will be governed by, and construed in accordance with, the laws of the State of California. Subrecipient agrees and consents to the

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exclusive jurisdiction, including personal jurisdiction, of the courts of the State of California for all purposes regarding this Subaward, and further agrees and consents that venue of any action brought hereunder will be exclusively in the County.

8.22 INDEPENDENT CONTRACTOR STATUS

8.22.1 This Subaward is by and between County and Subrecipient and is not intended, and must not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between County and Subrecipient. The employees and agents of one party must not be, or be construed to be, the employees or agents of the other party for any purpose whatsoever.

8.22.2 Subrecipient will be solely liable and responsible for providing to, or on behalf of, all persons performing Work pursuant to this Subaward all compensation and benefits. County will have no liability or responsibility for the payment of any salaries, wages, unemployment benefits, disability benefits, Federal, State, or local taxes, or other compensation, benefits, or taxes for any personnel provided by or on behalf of Subrecipient.

8.22.3 Subrecipient understands and agrees that all persons performing Work pursuant to this Subaward are, for purposes of Workers' Compensation liability, solely employees of Subrecipient and not employees of County.

Subrecipient will be solely liable and responsible for furnishing any and all Workers' Compensation benefits to any person as a result of any injuries arising from or connected with any Work performed by or on behalf of Subrecipient pursuant to this Subaward.

8.22.4 Subrecipient must adhere to the provisions stated in Subparagraph 7.6 (Confidentiality).

8.23 INDEMNIFICATION

8.23.1 Subrecipient must indemnify, defend, and hold harmless County, its Special Districts, elected and appointed officers, employees, agents, and volunteers ("County Indemnitees") from and against any and all liability, including but not limited to demands, claims, actions, fees, costs and expenses (including attorney and expert witness fees), arising from and/or relating to this Subaward, except for such loss or damage arising from the sole negligence or willful misconduct of County indemnitees.

8.24 GENERAL PROVISIONS FOR ALL INSURANCE COVERAGE

8.24.1 Without limiting Subrecipient's indemnification of County, and in the performance of this Subaward and until all of its obligations pursuant to this Subaward have been met, Subrecipient must provide and maintain at its own expense insurance coverage satisfying the requirements specified in this Subparagraph 8.24 and Subparagraph 8.25 (Insurance Coverage) of this Subaward. These minimum insurance coverage terms, types, and

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limits ("Required Insurance") also are in addition to and separate from any other contractual obligation imposed upon Subrecipient pursuant to this Subaward. County in no way warrants that the Required Insurance is sufficient to protect Subrecipient for liabilities which may arise from or relate to this Subaward.

8.24.2 Evidence of Coverage and Notice to County

8.24.2.1 Certificate(s) of insurance coverage ("Certificate") satisfactory to County, and a copy of an Additional Insured endorsement confirming County and its Agents (defined
below) have been given Insured status under Subrecipient's General Liability policy, must be delivered to County's Contract Manager at the address shown below and provided prior to commencing Services under this Subaward.

8.24.2.2 Renewal Certificates must be provided to County's Contract Manager not less than ten (10) days prior to Subrecipient's policy expiration dates. County reserves the right to obtain complete, certified copies of any required Subrecipient and/or Lower Tier Subrecipient insurance policies at any time.

8.24.2.3 Certificates must identify all Required Insurance coverage types and limits specified herein, reference this Subaward by name or number, and be signed by an authorized
representative of the insurer(s). The Insured party named on the Certificate must match the name of Subrecipient
identified as the contracting party in this Subaward.

Certificates must provide the full name of each insurer providing coverage, its NAIC (National Association of
Insurance Commissioners) identification number, its financial rating, the amounts of any policy deductibles or self-insured retentions exceeding fifty thousand dollars ($50,000), and list any County required endorsement forms.

8.24.2.4 Neither County's failure to obtain, nor County's receipt of, or failure to object to a non-complying insurance certificate or endorsement, or any other insurance documentation or
information provided by Subrecipient, its insurance broker(s) and/or insurer(s), will be construed as a waiver of any of the Required Insurance provisions.

8.24.2.5 Certificates and copies of any required endorsements must be sent to:

County of Los Angeles
Aging and Disabilities Department
Contracts Management Division
Attention: County's Contract Manager

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510 South Vermont Avenue
Los Angeles, CA 90020

8.24.2.6 Subrecipient also must promptly report to County's Program Manager any injury or property damage accident or incident, including any injury to a Subrecipient employee occurring on County property, and any loss, disappearance, destruction, misuse, or theft of County property, monies or securities entrusted to Subrecipient. Subrecipient also must promptly notify County's Program Manager of any third-party claim or suit filed against Subrecipient or any approved Lower Tier Subrecipients which arises from or relates to this Subaward, and could result in the filing of a claim or lawsuit against Subrecipient and/or County.

8.24.3 Additional Insured Status and Scope of Coverage

8.24.3.1 The County, its Special Districts, Elected Officials, Officers, Agents, employees, and volunteers (collectively County and its Agents) must be provided additional insured status under Subrecipient's General Liability policy with respect to liability arising out of Subrecipient's ongoing and completed
operations performed on behalf of County. County and its Agents' additional insured status will apply with respect to liability and defense of suits arising out of Subrecipient's acts or omissions, whether such liability is attributable to Subrecipient or to County. The full policy limits and scope of protection also must apply to County and its Agents as an additional insured, even if they exceed County's minimum Required Insurance specifications herein. Use of an
automatic additional insured endorsement form is acceptable providing it satisfies the Required Insurance provisions herein.

8.24.4 Cancellation of or Changes in Insurance

8.24.4.1 Subrecipient must provide County with, or Subrecipient's insurance policies must contain a provision that County will receive, written notice of cancellation or any change in Required Insurance, including insurer, limits of coverage, term of coverage or policy period. The written notice must be provided to County's Contract Manager at least ten (10) days in advance of cancellation for non-payment of
premium and thirty (30) days in advance for any other
cancellation or policy change. Failure to provide written notice of cancellation or any change in Required Insurance may constitute a material breach of this Subaward, in the sole discretion of County, upon which County may suspend or terminate this Subaward.

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8.24.5 Failure to Maintain Insurance

8.24.5.1 Subrecipient's failure to maintain or to provide acceptable evidence that it maintains the Required Insurance will
constitute a material breach of this Subaward, upon which County immediately may withhold payments due to
Subrecipient, and/or suspend or terminate this Subaward.

County, at its sole discretion, may obtain damages from Subrecipient resulting from said breach. Alternatively, County may purchase the Required Insurance, and without further notice to Subrecipient, deduct the premium cost from sums due to Subrecipient or pursue Subrecipient reimbursement.

8.24.6 Insurer Financial Ratings

8.24.6.1 Coverage must be placed with insurers acceptable to County with A.M. Best ratings of not less than A:VII unless otherwise approved by County.

8.24.7 Subrecipient's Insurance Must Be Primary

8.24.7.1 Subrecipient's insurance policies, with respect to any claims related to this Subaward, must be primary with respect to all other sources of coverage available to Subrecipient. Any County maintained insurance or self-insurance coverage
must be in excess of and not contribute to any Subrecipient coverage.

8.24.8 Waivers of Subrogation

8.24.8.1 To the fullest extent permitted by law, Subrecipient hereby waives its rights and its insurer(s)' rights of recovery against County under all the Required Insurance for any loss arising from or relating to this Subaward. Subrecipient must require its insurers to execute any waiver of subrogation
endorsements which may be necessary to effect such waiver.

8.24.9 Lower Tier Subrecipient Insurance Coverage Requirements

8.24.9.1 Subrecipient must include all Lower Tier Subrecipients as insureds under Subrecipient's own policies or must provide County with each Lower Tier Subrecipient's separate
evidence of insurance coverage. Subrecipient will be
responsible for verifying that each Lower Tier Subrecipient complies with the Required Insurance provisions herein and must require that each Lower Tier Subrecipient name County and Subrecipient as additional insureds on the Lower Tier Subrecipient's General Liability policy. Subrecipient must obtain County's prior review and approval of any Lower Tier

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Subrecipient request for modification of the Required
Insurance.

8.24.10 Deductibles and Self-Insured Retentions (SIRs)

8.24.10.1 Subrecipient's policies will not obligate County to pay any portion of any Subrecipient deductible or SIR. County retains the right to require Subrecipient to reduce or eliminate policy deductibles and SIRs as respects County, or to provide a bond guaranteeing Subrecipient's payment of all deductibles and SIRs, including all related claims investigation,
administration, and defense expenses. Such bond must be executed by a corporate surety licensed to transact business in the State of California.

8.24.11 Claims Made Coverage

8.24.11.1 If any part of the Required Insurance is written on a claims made basis, any policy retroactive date must precede the effective date of this Subaward. Subrecipient understands and agrees it will maintain such coverage for a period of not less than three (3) years following Subaward expiration, termination, or cancellation.

8.24.12 Application of Excess Liability Coverage

8.24.12.1 Subrecipient may use a combination of primary, and excess insurance policies which provide coverage as broad as
("follow form" over) the underlying primary policies, to satisfy the Required Insurance provisions.

8.24.13 Separation of Insureds

8.24.13.1 All liability policies must provide cross-liability coverage as would be afforded by the standard ISO (Insurance Services Office, Inc.) separation of insureds provision with no insured versus insured exclusions or limitations.

8.24.14 Alternative Risk Financing Programs

8.24.14.1 County reserves the right to review, and then approve, Subrecipient use of self-insurance, risk retention groups, risk purchasing groups, pooling arrangements, and captive
insurance to satisfy the Required Insurance provisions.

County and its Agents must be designated as an Additional Covered Party under any approved program.

8.24.15 County Review and Approval of Insurance Requirements

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8.24.15.1 County reserves the right to review and adjust the Required Insurance provisions, conditioned upon County's
determination of changes in risk exposures.

8.25 INSURANCE COVERAGE

8.25.1 Commercial General Liability

8.25.1.1 Insurance (providing scope of coverage equivalent to ISO policy form CG 00 01), naming County and its Agents as an additional insured, with limits of not less than:

General Aggregate: $4 million
Products/Completed Operations Aggregate: $2 million
Personal and Advertising Injury: $1 million
Each Occurrence: $1 million

8.25.2 Automobile Liability

8.25.2.1 Insurance (providing scope of coverage equivalent to ISO policy form CA 00 01) with limits of not less than one million dollars ($1,000,000) for bodily injury and property damage, in combined or equivalent split limits, for each single accident.

Insurance must cover liability arising out of Subrecipient's use of autos pursuant to this Subaward, including owned, leased, hired, and/or non-owned autos, as each may be
applicable.

8.25.3 Workers Compensation and Employers' Liability

8.25.3.1 Insurance or qualified self-insurance satisfying statutory requirements, which includes Employers' Liability coverage with limits of not less than one million dollars ($1,000,000) per accident. If Subrecipient will provide leased employees, or is an employee leasing or temporary staffing firm or a professional employer organization ("PEO"), coverage also must include an Alternate Employer Endorsement (providing scope of coverage equivalent to ISO policy form WC 00 03 01 A) naming County as the Alternate Employer. The written notice must be provided to County at least ten (10) days in advance of cancellation for non-payment of premium and
thirty (30) days in advance for any other cancellation or policy change. If applicable to Subrecipient's operations, coverage also must be arranged to satisfy the requirements of any federal workers or workmen's compensation law or any
federal occupational disease law.

8.25.4 Sexual Misconduct Liability

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8.25.4.1 Insurance covering actual or alleged claims for sexual misconduct and/or molestation with limits of not less than two million dollars ($2,000,000) per claim and two million dollars ($2,000,000) aggregate, and claims for negligent employment, investigation, supervision, training, or retention of, or failure to report to proper authorities, a person(s) who committed any act of abuse, molestation, harassment, mistreatment, or
maltreatment of a sexual nature.

8.25.5 Intentionally Omitted

8.25.6 Property Coverage

8.25.6.1 Subrecipient who is given exclusive use of County owned or leased property must carry property coverage at least as broad as that provided by the ISO special causes of loss (ISO policy form CP 10 30). County and its Agents must be named as an Additional Insured and Loss Payee on Subrecipient’s insurance as its interests may appear. Automobiles and
mobile equipment must be insured for their actual cash value.

Real property and all other personal property must be insured for their full replacement value.

8.25.7 Intentionally Omitted

8.25.8 Intentionally Omitted

8.25.9 Cyber Insurance Liability

8.25.9.1 Subrecipient must secure and maintain cyber liability insurance coverage with limits of at least three million dollars ($3,000,000) per occurrence and in the aggregate during the term of Subaward, including coverage for: network security liability; privacy liability; privacy regulatory proceeding, defense, response, expenses and fines; technology
professional liability (errors and omissions); privacy breach expense reimbursement (liability arising from the loss or disclosure of County Information no matter how it occurs); system breach; denial or loss of Service; introduction, implantation, or spread of malicious software code;
unauthorized access to or use of computer systems; and
Data/Information loss and business interruption; any other liability or risk that arises out of Subaward. Subrecipient must add County as an additional insured to its cyber liability insurance policy and provide to County certificates of
insurance evidencing the foregoing upon County's request.

The procuring of the insurance described herein, or delivery of the certificates of insurance described herein, will not be construed as a limitation upon Subrecipient's liability or as full

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performance of its indemnification obligations hereunder. No exclusion/restriction for unencrypted portable devices/media may be on the policy.

8.26 LIQUIDATED DAMAGES

8.26.1 If, in the judgment of County's Director, or their designee, Subrecipient is deemed to be non-compliant with the terms and obligations assumed hereby, County's Director, or their designee, at their option, in addition to, or in lieu of, other remedies provided herein, may withhold the entire monthly payment, or deduct pro rata from Subrecipient's invoice for Work not performed. A description of the Work not performed and the amount to be withheld or deducted from payments to Subrecipient from County, will be forwarded to Subrecipient by County's Director, or their designee, in a written notice describing the reasons for said action.

8.26.2 If County's Director, or their designee determines that there are deficiencies in the performance of this Subaward that County's Director, or their designee deems are correctable by Subrecipient over a certain time span, County's Director, or their designee will provide a written notice to Subrecipient to correct the deficiency within specified time frames.

Should Subrecipient fail to correct deficiencies within said time frame, County's Department Director, or their designee may take any of the actions identified in Subparagraph 8.26.3.

8.26.3 Remedies for Non-Performance of Subaward

8.26.3.1 County may deduct from Subrecipient's payment, pro rata, those applicable portions of the monthly Subaward Sum at County's sole discretion.

8.26.3.2 County may deduct liquidated damages at County's sole discretion. The parties agree that it will be impracticable or extremely difficult to fix the extent of actual damages resulting from the failure of Subrecipient to correct a deficiency within the specified time frame. The parties hereby agree that under the current circumstances a reasonable estimate of such damages per day per infraction will be one hundred dollars ($100) or as specified in Exhibit A (Statement of Work and Attachments), Attachment 2 (Performance Requirements
Summary). Subrecipient will be liable to County for liquidated damages in said amount and this amount will be deducted from County's payment to Subrecipient.

8.26.3.3 Upon giving five (5) days' notice to Subrecipient for failure to correct the deficiencies, County may correct any and all deficiencies and the total costs incurred by County for completion of the Work by an alternate source, whether it be

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County forces or separate private contractor, will be deducted and forfeited from the payment to Subrecipient from County, as determined by County.

8.26.4 The action noted in Subparagraph 8.26.3 will not be construed as a penalty, but as adjustment of payment to Subrecipient to recover County cost due to the failure of Subrecipient to complete or comply with the provisions of this Subaward.

8.26.5 This Subparagraph must not, in any manner, restrict or limit County's right to damages for any breach of this Subaward provided by law or as specified in Exhibit A (Statement of Work and Attachments), Attachment 2 (Performance Requirements Summary) or Subparagraph 8.26.3, and must not, in any manner, restrict or limit County's right to terminate this Subaward as agreed to herein. This Subparagraph 8.26 may be assessed as an option. It does not preclude utilizing Exhibit A (Statement of Work and Attachments), Attachment 2 (Performance Requirements Summary) or assessing actual costs of the damage.

8.27 MOST FAVORED PUBLIC ENTITY

8.27.1 If Subrecipient's prices decline or should Subrecipient at any time during the term of this Subaward provide the same goods or Services under similar quantity and delivery conditions to the State of California or any county, municipality, or district of the State at prices below those set forth in this Subaward, then such lower prices must be immediately extended to County.

8.28 NON-DISCRIMINATION AND AFFIRMATIVE ACTION

8.28.1 Subrecipient (that is, "Contractor") certifies and agrees that all persons employed by it, its affiliates, subsidiaries, or holding companies are and will be treated equally without regard to or because of race, color, religion, ancestry, national origin, sex, age, physical or mental disability, marital status, or political affiliation, in compliance with all applicable Federal and State anti-discrimination laws and regulations.

8.28.2 Contractor certifies to County each of the following:

8.28.2.1 Contractor has a written policy statement prohibiting discrimination in all phases of employment.

8.28.2.2 Contractor periodically conducts a self-analysis or utilization analysis of its work force.

8.28.2.3 Contractor has a system for determining if its employment practices are discriminatory against protected groups.

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8.28.2.4 Where problem areas are identified in employment practices, Contractor has a system for taking reasonable corrective action, to include establishment of goals or timetables.

8.28.3 Contractor must take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to race, color, religion, ancestry, national origin, sex, age, physical or mental disability, marital status, or political affiliation, in compliance with all applicable Federal and State anti-discrimination laws and regulations.

Such action must include, but is not limited to; employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

8.28.4 Contractor certifies and agrees that it will deal with any approved Lower Tier Subrecipients (that is, "Subcontractors"), bidders, or vendors without regard to or because of race, color, religion, ancestry, national origin, sex, age, physical or mental disability, marital status, or political affiliation.

8.28.5 Contractor certifies and agrees that it, its affiliates, subsidiaries or holding companies must comply with all applicable Federal and State laws and regulations to the end that no person will, on the grounds of race, color, religion, ancestry, national origin, sex, age, physical or mental disability, marital status or political affiliation, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Subaward (that is, "Contract") or under any project, program or activity supported by this Contract.

8.28.6 Contractor will allow County representatives access to Contractor's employment records during County's business hours to verify compliance with the provisions of this Subparagraph 8.28 when so requested by County.

8.28.7 If County finds that any provisions of this Subparagraph 8.28 have been violated, such violation will constitute a material breach of this Contract upon which County may terminate or suspend this Contract. While County reserves the right to determine independently that the anti-discrimination provisions of this Contract have been violated, in addition, a determination by the California Fair Employment and Housing Commission or the Federal Equal Employment Opportunity Commission that Contractor has violated Federal, or State anti-discrimination laws or regulations will constitute a finding by County that Contractor has violated the antidiscrimination provisions of this Contract.

8.28.8 The parties agree that in the event Contractor violates any of the antidiscrimination provisions of this Contract, County will, at its sole option, be entitled to the sum of five hundred dollars ($500) for each such violation pursuant to California Civil Code Section 1671 as liquidated damages in lieu of terminating or suspending this Contract.

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8.29 NON-EXCLUSIVITY

8.29.1 Nothing herein is intended nor will be construed as creating any exclusive arrangement with Subrecipient. This Subaward will not restrict County from acquiring similar, equal or like goods and/or Services from other entities or sources.

8.30 NOTICE OF DELAYS

8.30.1 Except as otherwise provided under this Subaward, when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Subaward, that party must, within one (1) business day, give notice thereof, including all relevant information with respect thereto, to the other party.

8.31 NOTICE OF DISPUTES

8.31.1 Subrecipient must bring to the attention of County's Program Manager and/or County's Contract Manager any dispute between County and Subrecipient regarding the performance of Services as stated in this Subaward. If County's Program Manager or County's Contract Manager is not able to resolve the dispute, County's Director, or their designee will resolve it.

8.32 NOTICE TO EMPLOYEES REGARDING THE FEDERAL EARNED INCOME CREDIT

8.32.1 Subrecipient must notify its employees, and will require each Lower Tier Subrecipient to notify its employees, that they may be eligible for the Federal Earned Income Credit under the Federal income tax laws. Such notice must be provided in accordance with the requirements set forth in Internal Revenue Service (IRS) Notice 1015.

8.33 NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED BABY LAW

8.33.1 Subrecipient (that is, "Contractor") must notify and provide to its employees, and will require each Lower Tier Subrecipient (that is, "Subcontractor") to notify and provide to its employees, information regarding the Safely Surrendered Baby Law, its implementation in Los Angeles County, and where and how to safely surrender a baby. The information is set forth in Exhibit G (Safely Surrendered Baby Law) of this Subaward (that is, "Contract"). Additional information is available at
https://lacounty.gov/residents/family-services/child-safety/safe-surrender/.

8.34 NOTICES

8.34.1 All notices or demands required or permitted to be given or made under this Subaward must be in writing and will be hand-delivered with signed receipt or mailed by first-class registered or certified mail, postage prepaid,

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addressed to the parties as identified in Exhibit D (County's Administration) and Exhibit E (Subrecipient's Administration). Addresses may be changed by either party giving ten (10) days' prior written notice thereof to the other party. County's Contract Manager or their designee will have the authority to issue all notices or demands required or permitted by County under this Subaward.

8.35 PROHIBITION AGAINST INDUCEMENT OR PERSUASION

8.35.1 Notwithstanding the above, Subrecipient and County agree that, during the term of this Subaward and for a period of one (1) year thereafter, neither party will in any way intentionally induce or persuade any employee of one party to become an employee or agent of the other party. No bar exists against any hiring action initiated through a public announcement.

8.36 PUBLIC RECORDS ACT

8.36.1 Any documents submitted by Subrecipient, all information obtained in connection with County's right to audit and inspect Subrecipient's documents, books, and accounting records pursuant to Subparagraph

8.38 (Record Retention, Inspection and Audit Settlement), as well as those documents which were required to be submitted in response to the solicitation used to procure this Subaward, become the exclusive property of County. All such documents become a matter of public record and will be regarded as public records. Exceptions will be those elements in the California Government Code Section 7921 et seq. (Public Records Act), and which are marked "trade secret", "confidential" or "proprietary".

County will not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction.

8.36.2 In the event County is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contents of a proposal marked "trade secret", "confidential" or "proprietary", Subrecipient agrees to defend and indemnify County from all costs and expenses, including reasonable attorney's fees, in an action or liability arising under the California Public Records Act.

8.37 PUBLICITY

8.37.1 Subrecipient must not disclose any details in connection with this Subaward to any person or entity except as may be otherwise provided hereunder or required by law. However, in recognizing Subrecipient's need to identify its Services and related Clients to sustain itself, County will not inhibit Subrecipient from publishing its role under this Subaward within the following conditions:

8.37.1.1 Subrecipient must develop all publicity material in a professional manner; and

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8.37.1.2 During the term of this Subaward, Subrecipient will not, and will not authorize another to, publish or disseminate any commercial advertisements, press releases, feature articles, or other materials using the name of County without the prior written consent of County's Contract Manager.

8.37.2 Without the prior written consent of County, Subrecipient may indicate in its proposals and sales materials that it has been granted this Subaward with County of Los Angeles, provided that the requirements of this Subparagraph 8.37 will apply.

8.37.3 Subrecipient will not use or display the official seal of County of Los Angeles or the logo of Aging and Disabilities Department on any of its letterhead or other communications with any debtor, or for any other reason, unless each form of usage has prior written approval of the Board.

8.38 RECORD RETENTION, INSPECTION AND AUDIT SETTLEMENT

8.38.1 Record Retention Requirements

8.38.1.1 Subrecipient must maintain accurate and complete financial records (such as bank statements, cancelled checks or other proof of payment) of its activities and operations relating to this Subaward in accordance with Generally Accepted
Accounting Principles. Subrecipient must also maintain all materials, including, but not limited to, complete employment records (such as timecards, sign-in/sign-out sheets and other time and employment records), supporting Program
documents and proprietary data and information relating to its performance of this Subaward. Subrecipient must further maintain on file the entirety of this Subaward, its
amendments and/or addendums, modifications and all
applicable laws, regulations, directives, Program
memoranda and guidance which are hereby incorporated by reference. Subrecipient must ensure that the security and integrity of all records are maintained throughout the entire term of this Subaward and during the authorized retention period as outlined below.

8.38.1.2 Subrecipient must adhere to the requirements of the authorized retention period, which will be the greater of the following: throughout the entire term of this Subaward and until an audit of this Subaward by County and/or its duly authorized representative(s) has occurred and a written audit resolution has been issued or unless otherwise authorized in writing by County; or, for such longer period, if any, as required by applicable statute, by any other provision of this Subaward, by Subparagraphs 8.38.2.2 and 8.38.2.3 or as

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County deems necessary (which will be communicated to
Subrecipient in writing).

8.38.1.3 All such material must be maintained by Subrecipient at a location in Los Angeles County, provided that if any such material is located outside Los Angeles County, then, at County's option, Subrecipient must pay County for travel, per diem, and other costs incurred by County to examine, audit, excerpt, copy, or transcribe such material at such other location.

8.38.1.4 After the authorized retention period has expired, Subrecipient must dispose of, shred, or destroy all confidential records in a manner that will maintain confidentiality. Subrecipient must obtain a certificate of destruction to substantiate that all confidential records have been securely destroyed.

Subrecipient must notify County's Contract Manager in writing within thirty (30) days after such records are destroyed. The certificate of destruction must be provided to County's Contract Manager upon County's request.

8.38.2 Access to Records

8.38.2.1 Subrecipient agrees that County and any of its duly authorized representatives (which may include State
authorities, Federal agencies (including, but not limited to, Comptroller of the United States, Office of the Inspector General and General Accounting Office) and/or any of their duly authorized representatives), must have both access to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, or record relating to this Subaward, any books, documents, papers and records of
Subrecipient that are directly pertinent to this Subaward (as determined by County and its duly authorized
representatives). The rights of access which are outlined in this Subaward must not be limited to the authorized retention period but must last as long as the records are retained.

8.38.2.2 If this Subaward (or any part thereof) is terminated, Subrecipient must preserve and make all records, relating to the Work terminated, available during the authorized
retention period of this Subaward. Subrecipient must ensure that any resource directories and all Client records remain the property of County upon termination of this Subaward, and that they are returned to County or transferred to another subrecipient as instructed by County in writing.

8.38.2.3 In the event of any litigation, claim, negotiation, audit exception or other action involving the records, Subrecipient

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must maintain all records relative to such action and must make them available to County and/or its duly authorized representatives until every action has been cleared to the satisfaction of County and/or its duly authorized
representatives, and such clearance must be evidenced to Subrecipient in writing.

8.38.2.4 County reserves the right to take physical custody of Subrecipient's records when any of the following situations occur: in the event that a potential litigation may be levied against Subrecipient for its Work performed under this
Subaward; when Countydetermines that Subrecipient is at a high risk of ceasing its operations during any time within the Subaward term or prior to the end of the retention period; when County determines that the records have long-term
value; and/or, in the event that County and Subrecipient terminate the contractual relationship. For purposes of this Subaward, high risk is determined by County using criteria which includes but is not limited to the following: history of unsatisfactory contractual performance; financial instability or insolvency; documented evidence of an inadequate
management system and lack of internal controls; nonconformance to the terms and conditions of previous awards; non-responsible; and/or history of disallowed costs.

8.38.3 Monitoring Reviews

8.38.3.1 Subrecipient must provide the Services herein under the general supervision of County's Director and their authorized administrators who are designated in Paragraph 6.0
(Administration of Subaward-County). County will supervise, monitor, and specify the kind, quality, appropriateness, timeliness, and amount of the Services to be provided by Subrecipient as well as the criteria for determining the persons to be served (Clients). Subrecipient must extend to County and to representatives authorized by County
(including, but not limited to, State and Federal
representatives) the right to observe, review and monitor Subrecipient's facilities, programs, records, procedures, performance, activities, or documents, which are used under this Subaward. Subrecipient must provide County (or other designated authorities) the right to conduct such reviews at any time during County's business hours. County (or other designated authorities) will not unreasonably interfere with Subrecipient's performance. The requirements of this
Subparagraph 8.38 will also apply to Lower Tier
Subrecipients providing Services on behalf of Subrecipient.

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8.38.3.1.1 Subrecipient acknowledges County is required to verify directly with clients that they have
received the Services specified in this
Agreement and billed by Subrecipient to County.

Subrecipient must provide all client contact
information upon request.

8.38.3.1.2 Failure to provide client verification or other information as requested by County, or its
representatives, will be considered
noncompliance. Noncompliance penalties
include sanctioning, which may consist of
suspension, withholding of invoice payments
and/or disallowed costs, and all other rights
County reserves in noncompliance situations as
established in this Agreement, up to and
including termination.

8.38.3.2 County will monitor Subrecipient's Services provided under this Subaward on a regular basis and County may conduct unannounced site visits to ensure Subrecipient's compliance with this Subaward. County will summarize the results of the monitoring efforts in written reports, which will be supported with documented evidence of follow-up actions taken to
correct areas of non-compliance. Monitoring activities may include, but are not limited to interviewing Subrecipient employees and, when applicable, Clients; entering any
premises or any site in which any of the Services or activities funded are being conducted or in which any records of
Subrecipient are kept; etc. All information will be maintained in a confidential manner in accordance with any and all Federal, State, and local laws.

8.38.3.3 Subrecipient must be responsible for monitoring the activities of any approved Lower Tier Subrecipient(s) providing
Services under this Subaward. Subrecipient must conduct on-site fiscal and program monitoring reviews which must be documented and maintained on file according to the record retention requirements provided in this Subparagraph 8.38.

Subrecipient must ensure that Lower Tier Subrecipient(s) adheres to all requirements for correcting areas of noncompliance, and implements the corrective action plan which has been approved by Subrecipient.

8.38.4 Independent Audit Requirements

8.38.4.1 Title 45 Code of Federal Regulations Part 75.500 et seq. and Title 2 Code of Federal Regulations Part 200.500 et seq. requires that organizations which expend seven hundred fifty

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thousand dollars ($750,000) or more in a year in Federal awards, including pass-through awards, must obtain an
annual single audit. When Subrecipient's organization meets this requirement (as specified in Title 45 Code of Federal Regulations Part 75.500 et seq. and Title 2 Code of Federal Regulations Part 200.500 et seq.), Subrecipient must ensure that such audit will be conducted by an independent auditor in accordance with the requirements outlined in Title 45 Code of Federal Regulations Part 75.500 et seq. and Title 2 Code of Federal Regulations Part 200.500 et seq. (and any
amendments or supplements thereto). Subrecipient must
submit an audit engagement letter as confirmation of the audit to be conducted by the independent auditor and such letter must be submitted to County's Compliance Manager in the time and manner as directed by County. Upon auditor's completion of the single audit, Subrecipient must obtain both the data collection form and the reporting package (i.e., auditor's report), as described in Title 45 Code of Federal Regulations Part 75.500 et seq. and Title 2 Code of Federal Regulations Part 200.500 et seq., from the auditor for each audit period (i.e., each Fiscal Year or Program Year).

Subrecipient must submit a copy of the auditor's report to County's Compliance Manager within thirty (30) days after receipt of auditor's report but no later than nine (9) months following the end of the audit period.

8.38.4.2 When the requirements provided above for obtaining an annual audit do not apply to Subrecipient for any Fiscal Year (or Program Year), Subrecipient must make its records
available for review or audit by County and any of its duly authorized representatives (which may include State
authorities, Federal agencies (including, but not limited to, Comptroller of the United States, Office of the Inspector General and General Accounting Office) and/or any of their duly authorized representatives).Such review or audit may include but is not limited to financial audits, performance audits, evaluations, inspections, monitoring, etc. as
determined by County and/or by any other oversight agency that is responsible for overseeing Subaward Sums, the
Program and Services. Subrecipient must comply with the review and audit requirements which must be identified in writing by County and/or its duly authorized representatives.

8.38.4.3 In the event that an audit of Subrecipient is conducted specifically regarding this Subaward by any Federal or State auditor, or by any auditor or accountant employed by
Subrecipient or otherwise, then Subrecipient must file a copy of such audit report with County's Compliance Manager

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within thirty (30) days of Subrecipient's receipt thereof, unless otherwise provided by applicable Federal or State law or under this Subaward. Subject to applicable law, County will make a reasonable effort to maintain the confidentiality of such audit report(s).

8.38.4.4 If, at any time during the term of this Subaward or during the authorized retention period of this Subaward as noted in Subparagraph 8.38.1, representatives of County conduct an audit of Subrecipient regarding the Work performed under this Subaward, and if such audit finds that County's dollar liability for any such Work is less than payments made by County to Subrecipient, then the difference will be either: a) repaid by Subrecipient to County by cash payment upon
demand; or, b) at the sole option of County of Los Angeles Department of Auditor-Controller, deducted from any
amounts due to Subrecipient from County, whether under
this Subaward or otherwise. If such audit finds that County's dollar liability for such Work is more than the payments made by County to Subrecipient, then the difference will be paid to Subrecipient by County by cash payment, provided that in no event will County's maximum obligation for this Subaward exceed the funds appropriated by County for the purpose of this Subaward.

8.38.5 Failure to Comply with Requirements

8.38.5.1 Failure on the part of Subrecipient to comply with any of the provisions of this Subparagraph 8.38 will constitute a material breach of this Subaward upon which County may terminate or suspend this Subaward.

8.39 RECYCLED BOND PAPER

8.39.1 Consistent with the Board policy to reduce the amount of solid waste deposited at Los Angeles County landfills, Subrecipient agrees to use recycled-content paper to the maximum extent possible on this Subaward.

8.40 LOWER TIER SUBAWARD

8.40.1 Subrecipient will not delegate the requirements of this Subaward to a thirdparty ("Lower Tier Subrecipient") without the advance written approval of County. Any attempt by Subrecipient to enter into a Lower Tier Subaward for that purpose without the prior written consent of County will be deemed a material breach of this Subaward. Subrecipient must provide a draft copy of the proposed Lower Tier Subaward to County's Contract Manager, and must allow County up to sixty (60) days to complete its review process. As such, Subrecipient must ensure that it provides the Lower Tier Subaward to County well in advance of its intended date to execute the Lower Tier

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Subaward (i.e., in order for Subrecipient to meet its target date for executing the Lower Tier Subaward, Subrecipient must factor up to sixty (60) days into its timeline to account for County's review process).

8.40.2 If Subrecipient desires to enter into a Lower Tier Subaward for the purpose of delegating any of the requirements of this Subaward, Subrecipient must complete Exhibit T (List of Lower Tier Subawards) and at County's request must promptly provide the following information either on or along with Exhibit T (List of Lower Tier Subawards):

8.40.2.1 Lower Tier Subrecipient's name and contact information; a description of the Work to be performed by Lower Tier
Subrecipient; Lower Tier Subaward number; and Lower Tier Subaward amount.

8.40.2.2 A draft copy of the proposed Lower Tier Subaward.

8.40.2.3 Other pertinent information and/or certifications requested by County.

8.40.3 Subrecipient must indemnify, defend, and hold County harmless with respect to the activities of each and every Lower Tier Subrecipient in the same manner and to the same degree as if such Lower Tier Subrecipient(s) was Subrecipient's employee.

8.40.4 Subrecipient will remain fully responsible for all performances required of it under this Subaward, including those that Subrecipient has determined to grant through a Lower Tier Subaward, notwithstanding County's approval of Subrecipient's proposed Lower Tier Subaward.

8.40.5 County's consent to allow Subrecipient to enter into a Lower Tier Subaward with a third-party will not waive County's right to prior and continuing approval of any and all personnel, including Lower Tier Subrecipient employees, providing Services under this Subaward.

Subrecipient is responsible for notifying any approved Lower Tier Subrecipients of this County right.

8.40.6 County's Contract Manager is authorized to act for and on behalf of County with respect to approval of any Lower Tier Subaward and Lower Tier Subrecipient employees. After County's approval of the Lower Tier Subaward, Subrecipient must forward a copy of the fully executed Lower Tier Subaward to County's Contract Manager within five (5) days of its execution.

8.40.7 Subrecipient will be solely liable and responsible for all payments or other compensation to all Lower Tier Subrecipients and their officers, employees, agents, and successors in interest arising through Services performed hereunder, notwithstanding County's consent to allow Subrecipient to enter into such Lower Tier Subaward(s).

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8.40.8 Subrecipient must obtain current valid certificates of insurance, which establish that each Lower Tier Subrecipient maintains all the programs of insurance required by County in accordance with Subparagraph 8.24.9 (Lower Tier Subrecipient Insurance Coverage Requirements). In addition to meeting the requirements noted in Subparagraph 8.24 (General Provisions for All Insurance Coverage) and Subparagraph 8.25 (Insurance Coverage), such certificates of insurance must also indicate the Lower Tier Subaward number for each Lower Tier Subrecipient. Before any Lower Tier Subrecipient employee performs any Work hereunder, Subrecipient must ensure delivery of all such documents to County's Contract Manager or designee.

8.40.9 Amending a Lower Tier Subaward may be initiated by either Subrecipient or County. When an amendment is initiated by County, County will outline the reason(s) for the amendment and Subrecipient must comply with County's request. All Lower Tier Subaward amendments are subject to review and must be approved in writing by County before they are executed. Subrecipient must provide a draft copy of the proposed amendment to County's Contract Manager, and must allow County up to thirty (30) days to complete its review process. After County's approval of Subrecipient's amendment, Subrecipient must forward a copy of the fully executed amendment to County's Contract Manager within five (5) days of its execution.

8.40.10 Subrecipient must adhere to all applicable Federal, State and/or County requirements for the procurement of a Lower Tier Subrecipient(s) and/or vendor services using Subaward Sums.

8.40.11 In the event County approves Subrecipient's request to delegate any part of the requirements of this Subaward through a Lower Tier Subaward, all applicable provisions, and requirements of this Subaward must be made applicable to such Lower Tier Subaward. To this end, Subrecipient must include the following provision in the Lower Tier Subaward: This agreement is a Lower Tier Subaward under the terms of a prime Subaward (identified as Subaward Number ENP242509) with County of Los Angeles Aging and Disabilities Department and will be subject to all of the provisions of such prime Subaward. All representations and warranties under this Lower Tier Subaward must inure to the benefit of County of Los Angeles.

8.40.12 Pursuant to the provisions of this Subaward, County has the right to review and consent (or not consent) to Subrecipient's use of Lower Tier Subrecipients that have been procured in compliance with State and/or federal guidelines applicable to the funding source(s) identified in Subparagraph 5.1.2 (Funding Allocations). County's approval of the proposed Lower Tier Subaward will not be deemed as validation of the procurement method used by Subrecipient, and only reflects County's approval as to the form of the Lower Tier Subaward terms and conditions as well as the services being provided under such agreement.

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8.40.13 When entering into a Lower Tier Subaward with a qualified organization, Subrecipient must maintain documentation that supports/justifies the procurement method and evaluation process used by Subrecipient to select the qualified vendor for a Lower Tier Subaward. County's continuing consent to a Lower Tier Subaward is contingent upon Subrecipient's assurance that the procurement process was compliant with the requirements noted herein as well as all other Subaward requirements, and that the Lower Tier Subrecipient continues to retain staff and infrastructure experienced with providing the necessary services.

8.40.14 This Subaward and any approved Lower Tier Subaward are subject to monitoring and/or review by County, State, and/or federal funding authorities. If Subrecipient executes a Lower Tier Subaward that is deemed non-compliant with the requirements of this Subaward or applicable federal, State, or County regulations, any costs incurred under that Lower Tier Subaward may be disallowed, resulting in Subrecipient's liability to County for the repayment of any charged costs and/or not being reimbursed for any of those incurred costs yet to be billed.

8.40.15 Subrecipient must ensure that any approved Lower Tier Subrecipient(s) complies with the requirements of California Public Contract Code Section 2010 by submitting a completed Exhibit L (California Civil Rights Laws Certification) for Lower Tier Subrecipient(s) as a condition of executing this Subaward.

8.41 TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN COMPLIANCE

WITH COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM

8.41.1 Failure of Subrecipient (that is, "Contractor") to maintain compliance with the requirements set forth in Subparagraph 8.14 (Contractor's Warranty of Adherence to County's Child Support Compliance Program), will constitute default under this Subaward (that is, "Contract"). Without limiting the rights and remedies available to County under any other provision of this Contract, failure of Contractor to cure such default within ninety (90) calendar days of written notice will be grounds upon which County may terminate this Contract pursuant to Subparagraph 8.43 (Termination for Default) and pursue debarment of Contractor, pursuant to County Code Chapter 2.202.

8.42 TERMINATION FOR CONVENIENCE

8.42.1 County may terminate this Subaward, in whole or in part, from time to time or permanently, when such action is deemed by County, in its sole discretion, to be in its best interest. Termination of Work hereunder will be effected by notice of termination to Subrecipient 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 will be no less than thirty (30) calendar days after the notice is sent.

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8.42.2 After receipt of a notice of termination and except as otherwise directed by County, Subrecipient must:

8.42.2.1 Stop Work under this Subaward on the date and to the extent specified in such notice;

8.42.2.2 Complete performance of such part of the Work as would not have been terminated by such notice;

8.42.2.3 Transfer title and deliver to County all completed Work and Work in progress.

8.42.3 All material including books, records, documents, or other evidence bearing on the costs and expenses of Subrecipient under this Subaward must be maintained by Subrecipient in accordance with Subparagraph

8.38 (Record Retention, Inspection and Audit Settlement).

8.43 TERMINATION FOR DEFAULT

8.43.1 County may, by written notice to Subrecipient, terminate the whole or any part of this Subaward, if, in the judgment of County:

8.43.1.1 Subrecipient has materially breached this Subaward; or

8.43.1.2 Subrecipient fails to timely provide and/or satisfactorily perform any task, deliverable, Service, or other work required under this Subaward; or

8.43.1.3 Subrecipient fails to demonstrate a high probability of timely fulfillment of performance requirements under this Subaward, or of any obligations of this Subaward and in either case, fails to demonstrate convincing progress toward a cure within five (5) business days (or such longer period as County may
authorize in writing) after receipt of written notice from County specifying such failure.

8.43.2 In the event that County terminates this Subaward in whole or in part as provided in Subparagraph 8.43.1, County may procure, upon such terms and in such manner as County may deem appropriate, goods and Services similar to those so terminated. Subrecipient will be liable to County for any and all excess costs incurred by County, as determined by County, for such similar goods and Services. Subrecipient will continue the performance of this Subaward to the extent not terminated under the provisions of this Subparagraph 8.43.

8.43.3 Except with respect to defaults of any Lower Tier Subrecipient, Subrecipient will not be liable for any such excess costs of the type identified in Subparagraph 8.43.2 if its failure to perform this Subaward arises out of causes beyond the control and without the fault or negligence of Subrecipient. Such causes may include, but are not limited to acts of

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nature or of the public enemy, acts of County in either its sovereign or contractual capacity, acts of Federal or State governments in their sovereign capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case, the failure to perform must be beyond the control and without the fault or negligence of Subrecipient. If the failure to perform is caused by the default of a Lower Tier Subrecipient, and if such default arises out of causes beyond the control of both Subrecipient and Lower Tier Subrecipient, and without the fault or negligence of either of them, Subrecipient will not be liable for any such excess costs for failure to perform, unless the goods or Services to be furnished by the Lower Tier Subrecipient were obtainable from other sources in sufficient time to permit Subrecipient to meet the required performance schedule. As used in this Subparagraph 8.43, the term "Lower Tier Subrecipient(s)" means Lower Tier Subrecipient(s) at any tier.

8.43.4 If, after County has given notice of termination under the provisions of this Subparagraph 8.43, it is determined by County that Subrecipient was not in default under the provisions of this Subparagraph 8.43, or that the default was excusable under the provisions of subparagraph 8.43.3, the rights and obligations of the parties will be the same as if the notice of termination had been issued pursuant to Subparagraph 8.42 (Termination for Convenience).

8.43.5 The rights and remedies of County provided in this Subparagraph 8.43, will not be exclusive and are in addition to any other rights and remedies provided by law or under this Subaward.

8.44 TERMINATION FOR IMPROPER CONSIDERATION

8.44.1 County may, by written notice to Subrecipient (that is "Contractor"), immediately terminate the right of Contractor to proceed under this Subaward (that is, "Contract") if it is found that consideration, in any form, was offered or given by Contractor, either directly or through an intermediary, to any County officer, employee, or agent with the intent of securing this Contract or securing favorable treatment with respect to the award, amendment, or extension of this Contract or the making of any determinations with respect to Contractor's performance pursuant to this Contract. In the event of such termination, County will be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

8.44.2 Contractor must immediately report any attempt by a County officer, employee, or agent to solicit such improper consideration. The report must be made to Los Angeles County Fraud Hotline at (800) 544-6861 or https://fraud.lacounty.gov/.