0150-10016-0000TRANSMITTAL

TO DATE COUNCIL FILE NO,

The CouncilJUN 21 Z013

FROM COUNCIL DISTRICT

The Mayor

Contract with Willdan Homeland Solutions to create theCommodity Points of Distribution Plan

Transmitted for your consideration,See the City Administ ati~~ttached,P,/ ,

( MA.H S"-u..1.0 J'-. -b,... ,

MAYOR"

," , '

MAS:MBC:04130136

CAO 649-d

Report FromOFFICE OF THE CITY ADMIWSTRATIVE OFFICER

Analysis of Proposed Contract($25,000 or Greater and Longer than Three Months)

To: The Mayor I Date: 06-21-13 C.D. No. I CAO File No.:All 0150-10016-0000

Contracting DepartmentiBu reau: Contact:Emergency Management Department Anna Burton - (213) 484-4822

Reference: Transmittal from the Emergency Management Department dated May 10, 2013; referred for reportJune 10, 2013

Purpose of Contract: To identify potential sites for distribution of llfe-sustalninq commodities to disaster victims and develop site-speclflc plans foreach location.

Type of Contract: (X) New contract ( ) Amendment I Contract Term Dates:Commence on date of execution and remain in effect for six months

ContractiAmendment Amount: $75,000

Pronosed amount $ 75,000 + Prior awardrsi $ 0 = Total $ 75,000

Source of funds: Emergency Operations Fund

Name of Contractor: Willdan Homeland Solutions

Address: 13191 Crossroads Parkway North, Suite 405 Industry, CA 91746

Yes No N/A* 8. Contractor has complied with: Yes No N/A*1. Council has a.nnroved the ur ose X a.E ual EmnlOvmt. Oootv.lAffinn. Action X2. Apnronriated funds are available X b.Good Faith Effort Outreach'" X3. Charter Section 1022 findinas com~-Ieted X c. Eaual Benefits Ordinance X4. Prooosete have been reouested X d.Contractor Resoonslbititv Ordinance X5. Risk Mananement review completed X e. Siaverv Disclosure Ordinance X6. StandardProvisionsforC~ Contrectsjncluded X f. Bidder Certification GEC Form 50 X7. Workforce that resides in the Clh!: 0% *N/A := not applicable ** Contracts over $100,000

COMMENTS

The Emergency Management Department (EMD) requests authority to negotiate and execute acontract with Willdan Homeland Solutions to identify potential sites for the distribution of lifesustaining commodities to disaster victims and to develop site-specific plans for each location. Theproposed contract is for a term of six months with a contract cost not to exceed $75,000.

Background

On December 14, 2011, the City Council authorized the Los Angeles Housing Department (LAHD) toaccept a Disaster Recovery Initiative (DRI) Program grant for an amount up to $8,500,000 (C.F. 11-0635), While the DRI Program grant is primarily for assisting disaster victims, a limited amount offunds may also be used for "forwarding-thinking emergency planning efforts." As such, funding in theamount of $200,000 is provided to the Emergency Management Department (EM D) for two planningprojects: Arroyo Street Evacuation Plan ($125,000) and Commodity Points of Distribution (C-POD)Plan ($75,000), The EMD executed the contract with Atkins North America, Inc. for the Arroyo StreetEvacuation Plan (C-121581) on December 3, 2012. The EMD proposes to execute a contract withWilldan Homeland Solutions to develop the C-POD plan.

MBC '1 f",,'/Clty Administrative Officer04130136CAO 661 Rev. 5/2007 l

CAO File No. Page0150-10016-0000 2

Selection Process

The EMD issued a Request for Proposals (RFP) on February 7, 2013 and received two proposals(Willdan Homeland Solutions and Atkins North America, Inc.). The proposals were reviewed by twoEMD staff members and one County of Los Angeles Department of Public Health staff member basedon the proposers' project plan, demonstrated ability, staff experience, references and cost. Based onthis criteria, WiJldan Homeland Solutions received the highest score and is recommended to beawarded the C-POD plan contract.

Scope of Work

The contractor will identify no less than 12 potential sites for C-PODs that meet the minimumrequirements established by the US Army Corps of Engineers. A C-POD is a location where life-sustaining commodities, including food and non-food items, are distributed to members of the publicfollowing a catastrophic incident. The contractor will develop a site-specific C-POD plan for 10 sites(of the 12 sites identified) and shall be located throughout the City. Each C-POD plan shall includethe following components:

• Data collection - site specific data including name, address, police and fire jurisdictions,Council districts, site characteristics, site safety, accessibility, and transportation details.

e Street maps - draft two black and white line maps for each site... Aerial maps - generate two aerial images.e Site layout - dimensions, evaluation of site capacity, supply line, loading line, vehicle line,

pedestrian line, security, traffic management, staff transportation and parking plan, andsignage. .

• Illustration of site layout - site diagram and close up of supply line, loading line, vehicle lineand pedestrian line.

• C-PODs map - map of the ten C-POD locations.

The contractor will also conduct a Homeland Security Emergency Exercise and Evaluation Programcompliant training in the form of a seminar and provide a summary report.

Compensation, Funding and Term

The total proposed contract amount is $75,000. The contractor will be compensated based on theschedule of deliverables included as Exhibit F of the proposed contract. The contract includes afinancial liability clause which limits the City's liability to the availability of funding for this contract. Theterm of the agreement will commence upon execution and will remain in effect for six months.

Charter Section 1022 and Contracting Provisions

The Personnel Department reviewed the proposed contract and determined that City employees canperform the work proposed for contracting. Our Office has determined that the proposed work can beperformed more feasibly by a contractor. To the best of our knowledge, the contractor has compliedwith all contracting provisions.

CAO File No. Page0150-10016-0000 3

RECOMMENDATION

That the Mayor authorize the General Manager of the Emergency Management Department tonegotiate and execute a contract with Willdan Homeland Solutions to create the Commodity Points ofDistribution Plan, for a contract cost not to exceed $75,000 for a term of six months, subject to theapproval of the City Attomey as to form and legality.

FISCAL IMPACT STATEMENT

There is no General Fund impact. Funding in the amount of $75,000 is provided by the DisasterRecovery Initiative (DRI) grant and has been appropriated in the Emergency Operations Fund. Theserecommendations are in compliance with the City's Financial Policies in that sufficient DRI funds areavailable for this purpose and the continuation of this contract is subject to the availability of the grantfunding.

MAS: MBC:04130136

EMERGENCY MANAGEMENTDEPARTMENT

200 N, SPRING STREET, ROOM 1533LOS ANGELES, CA 90012

TEL (213) 978-2222

FAX (213) 978-0517

www.emerqency.lacity.crq

JAMES G. FEATHERSTONEGENERAL MANAGER CiTY OF LOS ANGELEt

CALIFORNIA

ANTONIO R. VILLARAIGOSAMAYOR

May 10, 2013Council File: 11-0635

The Honorable Antonio R VillaraigosaMayor, City of Los AngelesRoom 303, City Hall200 N. Spring StreetLos Angeles, CA 90012

Attention: Mandy Morales, Legislative Coordinator

RE: REQUEST FOR AUTHORITY TO NEGOTIATE AND EXECUTE A NEW CONTRACT WITHWILLDAN HOMELAND SOLUTIONS TO CREATE THE COMMODITY POD PLAN PROJECTFOR THE PERiOD OF JUNE 1, 2013 THROUGH NOVEMBER 30, 2013

SUMMARY

The General Manager of the Los Angeles Emergency Management Department (EMD) respectfullyrequests authority to negotiate and execute a new contract with Willdan Homeland Solutions to createthe Commodity POD Plan for the period of June 1, 2013 through November 30, 2013,

Pursuant to Los Angeles City Charter Section 1022 Determination, dated 11-14-12, the City Councilordesignee has determined that the work can be performed more economically or feasibly byindependent contractors than by City employees,

Willdan Homeland Solutions was selected through the Request for Proposals (RFP) processauthorized by the City Council on December 21,2011 (Council File 11-0635), The City Attorney hasbeen provided copies of the proposed contract for review and approval as to form. The CityAdministrative Officer (CAO) has also been provided copies of this transmittal and the proposedcontract for review,

RECOMMENDATIONS

The General Manager, EMD, respectfully requests:

1, That your office schedule this transmittal in the next available meeting(s) of the appropriate CityCouncil Committee(s) for consideration and forward it to the full City Council immediatelythereafter.

2, That the City Council:

A AUTHORIZE the General Manager, EMD, or his designee, to negotiate and execute anew contract with Willdan Homeland Solutions for an amount not to exceed $75,000 for

Page 1 of 3

the develop nt often (10) Commodity Points of Dist fion Incident Action Plans forthe period of June 1, 2013 through November 30, 20B.

B. AUTHORIZE the General Manager, EMD, or his designee, to process future contractamendments or extend time of performance with Willdan Homeland Solutions.

C. AUTHORIZE the General Manager, EMD, or his designee to prepare Controllerinstructions and any necessary technical adjustments consistent with the Mayor andCity Council action, subject to approval of CAO and authorize the Controller toimplement the instructions.

3. That the Mayor concur with the action of the City Council.

BACKGROUNDThe State Department of Housing and Community Development (HCD) released a Notice of FundingAvailability (NOFA) in April 2010 for Which the Los Angeles Housing Department (LAHD) wasauthorized to apply (Council File 08-3144-S6). The State Disaster Recovery Initiative (DRI) GrantProgram funds are primarily used for the purpose of assisting disaster victims. In addition, smallamounts of this funding can be spent on "forward thinking hazard mitigation planning" activities. Theapplication submitted in 2010 included funds for a hazard mitigation planning process to be conductedby EMD. LAHD was awarded $8.5 million; $200,000 of which has been awarded to EMD for twoplanning projects.

A. Arroyo Street Evacuation Plan:The Arroyo Street area, Which is located in a Sylmar Industrial Park in CityCouncil Seventh District, has a narrow road, which is used as an evacuationroute for employees, customers, and incoming emergency vehicles. During theMarek wildfire in October 2008, several business and personal vehicles weredamaged or destroyed in the industrial park due to the inability to evacuatebefore the fast moving fire. This evacuation plan will detail safe ingress andegress routes to be used during an evacuation.

B. Commodity Points of Distribution Plan:The Commodity Points of Distribution (C-POD) plan project will identify ten (10)Commodity POD sites across the City of Los Angeles that meet the minimumrequirements established by the US Army Corps of Engineers (USACE), anddevelop site-specific Incident Action Plans. The C-POD Planning Project willenhance the capabilities of the City of Los Angeles to provide life-sustainingcommodities to the affected population following a significant disaster.

REQUEST FOR PROPOSAllRfPl

On February 7,2013, EMD re'eased a new RFP for the Commodity POD Plan project as authorized bythe City Council and Mayor. EMD posted the RFP on the Los Angeles Business Assistance VirtualNetwork (LABAVN) website.

Following a catastrophic disaster, C-POD is critical to provide life-sustaining commodities to disastervictims. The RFP scope of work inciuded C-POD site identification, data collection, and developmentofsite-specific Incident Action Plans to increase efficiency should a C-POD be activated.

EMD received two (2) proposals. The proposals were reviewed by two (2) EMD staff members and one(1) County of Los Angeles Department of Public Health staff member. Willdan Homeland Solutions

Page 2 of 3

received the greatest seen Id has been notified that EMD would rE nmend to the Mayor and CityCouncil that their agency be awarded the contract.

RECOMMENDED CONTRACTOR

EMD recommends that the City negotiate and execute a six (6) month contract with Willdan HomelandSolutions. The contract wili pay a total of $75,000 beginning June 1, 2013, and extending throughNovember 30, 2013.

FISCAL IMPACT STATEMENT

There is no match required and there wili be no lasting impact on the General Fund. The EmergencyOperations Fund (Fund 392) received the necessary appropriation for this contract on December 29,2011. EMD will continue to work with LAHD to ensure ali reporting expenses are processed asrequired by the grantor.

Ifthere are any questions, please contact Anna Burton at (213) 484-4822.

Prepared By:

Reviewed By:

Qi#OJI~Anna B rtonAssistant General Manager

Approved By:

Ja es FeatherstoneGem ral Manager

Attachments:Draft Contract with Willdan Homeland SolutionsCity Charter Section 1022 Determination

cc: Mara Corelia

Page 3 of 3

PROFESSIONAL SERVICES AGREEMENT

Contractor: Willdan Homeland Solutions

Title: Commodity POD Plan

Said Agreement is Number of City Contracts

5/13/2013 3:44 PM

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Section Number and Table Page #

1. INTRODUCTION 2§101 PARTIES TO THE AGREEMENT 2

§102 REPRESENTATIVES OF THE PARTIES AND SERVICE OF NOTICES 2

§103 INDEPENDENT CONTRACTOR , 2"i"i)?§104 CONDITIONS PRECEDENT TO EXECUTION OF THIS AGREEMENT :: 3<-;:')f/ '<~,

TERM AND SERVICES TO BE PROVIDED ,.; :.\: 3§201 TIME OF PERFORMANCE /:>::\., ,., 3

§202 SERVICES TO BE PROVIDED BY THE CONTRACTOR :>,., :::, : 3~,(i,'v'it','~.>,."'«", "«@'ii::r?/,,:,:PAYMENT 8

.'. '.. '.. "

§301 COMPENSATION AND METHOD OF PAYMENT .. :,.( \.,~~:: ..-; ; 8

STANDARD PROVISIONS , ; : 8"'/ '\"",}h\'X',?»""" ":::':'",":::};>,:"",, ,,)!'::',"Y

§401 CONSTRUCTION OF PROVISIONS AND TITLES HER~IN ~.~: :.:., i.(.: 8"":::::,:;:::">

§402 APPLICABLE LAW, INTERPRETATION AND ENFORCEMEtlr::., 9

§403 INTEGRATED AGREEMENT :,..: :: 9

§404 EXCUSABLE DELAYS \. . . . ~\.~.~..: ;.y 9

§405 BREACH , '. .:;:.: \:.;,/ 9

§406 PROHIBITION AGAINST ASSIGNMENT O~'DELEGA;rION ,.L 9'<'i\,:'~?)/ "",,;,':\';,·/,;,::i:::.::':)"

§407 PERMITS :;..;.: ~ \:.<;/ :::~./:: 9

§408 NONDISCRIMINATIORANIJAFFIRMATIVE ACTION :: 10:(:''!'/i ''{'::,':,P\'(}, \T-I'

§409 CLAIMS F0F<:lABO,RAND MATERIALS : ; 10{j "<"'-:«':'''';>_, ;;"',;';'<'i \,><>- ",..,,;'./

§410 LOS ANGELES ClTY ElUSINESS TAX REGISTRATIQN CERTIFiCATE 10

f.:;iS~~••·•••••••.••·•·••••••·•····••.···•····•··..•··..•...•.•..::C~NFLICT OF IN 9T \ ../~ 12

§41 OMPLIANCE WITH' ATE AND/FEDERAL STATUTES AND REGULATIONS 14"Z'(:4%{L;jE\\:o-. ";;;,:,:':~',:.i,:'\"

§416 FEqERAL, STATE AND LOCAL TAXES 21

§417 INVEN+rONS, PATEN"fS/AND COPYRIGHTS 21

§418 LIVING WA.GE ORQINf<NCE AND SERVICE CONTRACTOR WORKER RETENTION ORDINANCE 26"'(;jh::.~i\i,:::{§;·,;L:y

§419 EARNED INCCSlM/:/TAXCREDIT 27V'.'ij7

§420 EQUAL BENEfiTS ORDINANCE 27

§421 CONTRACTOR RESPONSIBILITY ORDINANCE 28

§422 SLAVERY DISCLOSURE ORDINANCE 28

§423 RESTRICTION ON DiSCLOSURES 28

§424 CHILD SUPPORT ASSIGNMENT ORDERS 29

§425 CONTRACTOR'S PERSONNEL 29

2.

3.

4.

5/13/2013 3:44 PM

§426 WARRANTY AND RESPONSIBILITY OF CONTRACTOR 29

§427 FIRST SOURCE HIRING ORDINANCE 25

§428 COMPLIANCE WITH LOS ANGELES CITY CHARTER SECTION 470(C)(12) 25

5. DEFAULTS, SUSPENSION, TERMINATION, AND AMENDMENTS 31§501 DEFAUL TS 31

§502 SUSPENSION 31

§503 31

§504 NOTICES OF SUSPENSION OR TERMINATION 32

§505 AMENDMENTS 32

§506 WAIVERS 32

6. ENTIRE 32§601 COMPLETE AGI~EEMEtH

§602 NUMBER OF PAGES AND ATl'ACHMIEN1'S

7. SIGNATURE PAGE

32

32

33

EXHIBITS

Exhibit A Indemnification and Insurance

Voluntary Exclusion Lower TierExhibit B Certification Ke!l~rcllng Debarment, suspension Inleli!libilityCovered Transacfions

Exhibit C

Exhibit D Notice of Prohibition Ag!linst Retallation

Exhibit E

Exhibit Timeline

5/13/2013 3:44 PM

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AGREEMENT NUMBER ~==:-:-;-_OF CITY CONTRACTSBE1WEEN

THE CITY OF LOS ANGELESAND

WILLDAN HOMELAND SOLUTIONS

THIS AGREEMENT is made and entered into by and between the City of Los Angeles, a municipalcorporation, hereinafter called the City, and Willdan Homelands Solutions, a Corporation, hereinafter called theContractor.

RECITALS

WHEREAS, the City of Los Angeles Emergency Management DeRcharged with ensuring that the City and its residents prepare, respond and<~~i56\leil0,ff9;msignificant events; and «Btl(

""d0>~ ;;;~~~ ";>ii,WHEREAS, the EMD cooperates with private organizations!,:(9!heIbJlgel1cies of th\¥, nd agencies of other

governmental jurisdictions in carrying out certain functions and pr~~ms wtiilih are its respon . <and,,7 ,

WHEREAS, the project that is the subject of this !!fir "ent, herematter called the A . 'f,l!1,~9f.· has beenestablished by the City as one of the above described program ... )las bee ..pded in the EMD ~~.~get by the U.S.Department of Housing and Urban Development (Grantor/HUD p' t COQ)munity DeveloRJ'Ifent Block GrantProgram; and

WHEREAS, the services to be providedand

,ert, temporary, and occasional nature;

022, the Citl~~~' or designee has determinedent contrattors than by City employees; andc-

WHEREAS, pursuant to Los Angeles City C .•,.that the work can be performed more economically or 'f@asibly

\:F',~,Contractor are d~~Jrp.\(

. File Number 'i",",-_-;-_execute the A

WHEREAS, the City andCouncil and the Mayor (refGeneral Manager of the E

Page 1 0122

Agreement as authorized by the City_-'-- which authorizes the

INTRODUCTION

§101 Parties to the Agreement

The parties to this Agreement are:

A. The City of Los Angeles, a municipal corporation, having its principal office at 200 North MainStreet, Los Angeles, California 90012.

§102 Representatives of the Parties and Service of Notices.~i;···:::~k

A. The representatives of the respective parties/~h6 ar~uthorized to awhom formal notices, demands and com!])upications shall be given are as .

/0·i·:!}· ...-:·?'.c. .~\-;-;,·,,·····;··:;·,/i;',':.,;}t ..,;:•.,'" ,',-::'8.

The representative of the City shall be, unl~~s otherwise stated in th~'James Featherstone, General Manager " .. .Los Angeles Emergency Management Department200 N. Spring Street, Room 1533'Los Angeles, CA90b12.Work (213) 978-0530, .•Fax (213) 978-0517 '. ...•James.Featherstone@lacity.org/>

1.

B. The Contractor, known as Willdan Homeland Solutions, hallinpl/ils nrincinal office at 13191Crossroads Parkway North, Suite 405, Industry, Californ] ••9t7l46

"",.., /.>"'''' . ,,,.,/',

::\",,:i','<//2. / The repre~entative of the C:Qt1tractor shall be:

/." JamesE. Bailey, President and CEO/ \. WilidanHomeland Solutions \"

,- . '0.1,3191Cros.sroads Parkway North,:Suite 405.• In'd~stry, CA 91746

Work.,(562) 908-6200.x1389 /Fax (714) 940-4930. . ..jbailey@~jJldan.com

th~,;pElfS()n designated to receive the notices, demands or communications or theis changed, written notice shall be given, in accord with this section, within fivechange.(5) wor~,ing,<jaysof

§103

The Contractor is acting hereunder as an independent contractor and not as an agent or employee ofthe City. No employee of the Contractor has been, is, or shall be an employee of the City by virtue ofthis Agreement, and the Contractor shall so inform each employee organization and each employeewho is hired or retained under this Agreement. Contractor shall not represent or otherwise hold outitself or any of its directors, officers, partners, employees, or agents to be an agent or employee of theCity.

Page 2 of 22

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§104 Conditions Precedent to Execution of This Agreement

Contractor shall provide copies of the following documents to the City:

A. Proof of insurance as required by the City in accordance with Section 413 of this Agreementand attached hereto as Exhibit A and made a part hereof.

Certification Regarding Ineligibility, Suspension and Debarment as required by ExecutiveOrders 12549 and 1268929 CFR Parts 97.35 and 98.510 i~'~~Rordance with §415.A.12 ofthis Agreement and attached hereto as Exhibit Band made apart hereof .

•....... / ''';'

,j}:;>Certifications and Disclosures Regarding LObbying/iDiN~9B?rdanCe with §415.A.4 of thisAgreement and attached hereto as Exhibit C and~~de a'p.~~i~ereof. Contractor shall alsofile a Disclosure Form at the end of each calendS.!i'iquarter'in&)ii(piiPhthere occurs any eventrequiring disclosure or which materially affect~!the~apcuracy df<W~.>irformation contained inany Disclosure Form previously filed by Contra.clot, ''';·<ii;.

/«:;/ '-x -;:T<:>"\,.

A Notice of Prohibition Against Retaliallg~sttached as Exhibit D to this Agr~~~ent -Contractor shall comply with the reqYJtf!.fi}~~tsof thel'4?~ice of Prohibition Ag~.ii~~~Jfetaliationas it relates to the Living Wage OrdinarlcE!y>;;\.. )Xi.... ·Pi.'"

"<r:;: ..,/::;-:"}\" ",.;c<}·'0>';"-"'<::;;;,. <f;)'A Management Representation Statement'f\l.II¥i£.~:i(ecuted in accordance with City's fiscalpolicies and attached hereto as Exhibit E and m 1:1. • art of hereof.

B.

C.

D.

E.

F. A Certification of Compfi~nce with the Living Wa <: dinance Service Contractor WorkerRetention and Living WagefloliC)' i.nacpordance with §4\8.·/

\_'->.: --<0;:::'\;;r;:-.;{tf':~::-:~':·.,_ ..,,\;,'.,ri:::i/G. City of Los Angeles Affirm~tive Aciion. Plan, a copy ot·Which is located at Los Angeles

Business Assistance Virtual· Network/(LABAVN).lpstructions on plan download andsubmission can be found at: .. ./ .•... /http://I~llavn:org/rt:lisc/docs/BAVN,j;rownload_ TeQ'!plates_Instructions. pdf.

:j.!,:i}:;P'" "<n'::;::/;)'t::-\.:. \\(;}H. K'Ce.rtification"iof Compliance With Equal Benefits OrdinanceJReasonable Measures

)Applicatipn for Equal Benefits Ordina~ce.ip accordance with §420 of this Agreement and theSlav'ery Oisclosure Ordinance in accord~n'ce with §422.

'«~yi';'Sl:,{:,<:;iG2d:e:G::j,:,::::,,;::',":!:;i',:;::'i'y-,':':\i::".:;.,.,,:.,;.,.,::.fj/.1,'.. .Contractor·shallllubmitca Code:of}3bnduct to the City for approval and that it must meet the

.: c/"--~<,.requirements'~f §4t4 Conflict olln'terest of the Agreement.'<<;-}-;;\-:,_:~;:-:::::;>: '<:tJ,:"i&-;',t>

2. '. .. " . &PROVIDED

erm of this A ...ement shall commence on June 1, 2013 and end November 30,2013. Said termt to the P~~Yi$iOnSherein. Performance shall not commence until the Contractor has obtained. prov?!fi;6fthe insurance required in §413 herein.

';1/](/§202 Services '1:~~~~;Provided by the Contractor

The conla::tor shall provide contractual services, which are supported by the work task scheduleidentified in this section. All work is subject to prior City approval. Failure to receive approval mayresult in withholding compensation pursuant to §301.

I. SCOPE OF WORK

Overview

Page 3 of 22

The Commodity Points of Distribution (C-POD) Plan will enhance the capabilities of the City of LosAngeles to provide life-sustaining commodities to the affected population following a significantdisaster.

The contractor shall identify no less than twelve (12) potential sites across the City of Los Angeles thatmeet the minimum requirements for a type I, II, or III C-POD as defined by the US Army Corps ofEngineers and endorsed by the Federal Emergency Management Agency (FEMA). The contractorshall develop a site-specific C-POD Plan for 10 independent sites (of the twelve identified by theContractor and approved by the EMD Project Manager), which shall be located across the City of LosAngeles, using the prescribed C-POD Plan Template and guidelines p~pyig(ld by the project manager.

;r'\'';'}>' ....•....•......:;\>

The contractor shall provide a Commodity Points of Distribution trjjJjhing in the form of a seminar for anaudience determined by the EMD Project Manager. The Se1)'lin'!r3~!11present C-POD planning andprocess for the City of Los Angeles. / . <t;/'~.,

/ ....•..,"-',

';";'.",

-~"',1. Identification of C-POD Locations <it .. ..{!.>!.The Contractor shall identify no less than tw~.I.Yfilqf) sites thal,meet the basic req·ui.r~m~lJtllof a TypeI, II, or III C-POD as defined by USACE andCFEMi\-Y;I"9isguid'lP8~. will be provided tolQ.filContractor bythe EMD Project Manager. The twelve (12) sites toq~<jefi~.~pniUSf be located wiUlh1 the City of LosAngeles boundaries. A site is defined as an open are'!:!n~t'iS paved, concrete, or gravel hard-stand,typically ranging from one to t~ree acres (e.g. a large<I?~.r~ing lot). Further, the Contractor shalldevelop a brief analysis of eachciii~~,.:",hich includes the itfilP1~.Jistedbelow, and will present it to theEMD Project Manager for consider'!!iqq;Tre Contractor shall,!.!~pprovide this information in the formof an excel spreadsheet, which shoyl~iqSIH~fil,?1I relevant inform'!liqh".lptluding but not limited to:

II. SPECIFICATIONS /

Complete addressSize (in square miles and acres)>'Census data (number of p(l0pleliving within 3. square miles surrounding the site)Major tran!lPortation arterieS(including highway and streetsProximity to other pre-identified City of Los Angeles C-POD locations and to current C-POD locations ,

, Any items that may interfere with a C-POD operation (e.g. an active train line)".The Contractor shall al89 provide a tight view vicinity map and aerial image of each of the twelve (12)

. sites presE~nted. (TightvJew vicinity map and aerial image is defined by a 1-2 mile radius surrounding/ the site.) ", .

./ ." At a meeting, the\(::ontractor and the EMD Project Manager shall review the information. The EMD/ '. Project Manager will select the ten (10) sites for which the Contractor will develop site-specific C-POD

-.••.•Plans (as defined below in Section 2. C-POD Plans).-",

2. -. C-POD PlansThe contractor shall develop a site-specific C-POD Plan for a total of ten (10) sites as identified by theEMD Project Manager in concert with the Contractor (defined in Section 1. Identification of C-POD

·:······'ii>_··Locations).

Should any of the ten (10) sites be rendered unusable prior to the commencement of C-POD planningat that site, the EMD Project Manager may reassign the site with another location included on the listof twelve (12) sites pre-identified by the Contractor (as defined in Section 1. Identification of C-PODLocations) .

Each of the ten (10) site-specific C-POD Plans shall include the following five components, which shallbe entered into the C-POD Plan Template provided by the EMD Project Manager. The Contractorshall complete the following tasks:

Page 4 of 22

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i. Data Collection

The Contractor shall collect and document site-specific data, which will serve as the foundation foreach C-POD Plan. The Contractor shall input these drawings and data electronically into the MicrosoftWord C-POD Plan Template. The site-specific data includes, but is not limited to:

Site name, address, Thomas Guide Page/Grid, latitude/longitudeCity police and fire jurisdictionsCity Council DistrictsSite characteristics (e.q, size, maximum load sitedriveways, etc)Site safety information (e.q. description of P~'~~~~r~~;~~~~ n~l~~:~;~~~Evaluation of site accessibility (e.q. uneven sur;! "i access to thesite, sidewalks, ramps, etc)Transportation details, including:

"wilihstand, total number of

oooo

Freeway, highway, or toll rO§I,cl:elt¢,~ssMajor cross streetsStreets bordering the ~.Public transit acce~~L'

.Fii. Street Maps /,/ "

The Contractor shall draft two black and white line ~ ,s for each C-POD site. The maps must becurrent, and accurately reflect 'the site and the areas surrounding the site. The Contractor shalloverlay these drawings on a street m 'ng Google Earth>attd'input into the Microsoft Word C-PODPlan Template. The required map' ',. ' ./

One tight view Vicini;y.~ap k radiu'is&:ounding the site.One wide view Vicinity'<~!!lp with il7'radius surrounding the site

\l{:~\c(;'§'Y':"·· """,(;7'The two marw~it~illti)1:cllldEland/or iIIustrai~:,' y

-cs.'<:j',\\."

•

m any public source and shall be uniformly formatted.

oenerata-two aerial images using Goog Ie Earth for each site. The Contractordrawirii::is on the aerial images. Aerial Images must be current, and accuratelyareas surrounding the site, as defined in the "Street Maps" Section ii.

'qJUP~sPOnding aerial images to the tight view Vicinity Map (described under<,,~6section Maps)

i:<,,;,:';/

2. h.Jj7 Corresponding aerial images to the wide view Vicinity Map (described under,j/ subsection Maps)

The two aerial images shall include and/or illustrate:

The site labeledMap titie, date scale, and compassAll freeways within the vicinityAll major arterial streets

Page 5 of 22

NOTE: The Contractor must acquire aerial images using Google Earth and shall uniformly formatthem.

iv. Site Layout

The Contractor shall develop a site-specific C-POD layout using the FEMAIUS Army Corps ofEngineers strategies and county-specific requirements, all of which will be provided to the Contractorby the EMD Project Manager. (The Contractor may reference FEMA IS 26 - Guide to Points ofDistribution, which shall serve as one of the guidance documents for this oroiect:http://training.fema.gov/EMIWeb/IS/is26.asp.) The site-specific entered into the C-PODPlan Template and shall include the following:

Dimensions of the spaceEvaluation of Site CapacitySupply line(s) - where supply trucks, usll'!i!IiY tra':tofStt~iiI~rs, have room to unload.This area also includes staff care restrooms and resttent.

o Dimensionso Locations for supplyo Ingress/Egress routeso Accessibility considerations

Note: Physical Access - Peclole with disabilitiesprograms and services are provided.

to access locations where emergency

Loadingto the public.Vehicle Line.(MREs) and tarps

wainno on.stacked pallets to be distributedalso vvhe,reloaders while,.vehicles are moving through the

menInt" water, ice, Meals Ready-to-Eat

oo

L~~~~~~6~1~0~Of~II~~0,~adinglin.,' and loading pointsS for lC~,~~~~d~;l~pointspace between each 10

• Vehicle I'ine,(s)-1wh,ere the publ'ic drives through to get supplies

o

Additi'on,al'rele,valntinformation

- where the public can walk-through to obtain supplies must havepeople with disabilities

o for Pedestrian Supply Line must include any modifications necessaryallow access for people with access and functional needs

Locations of supply trucks and staff care facilitiesIngress/Egress routes for supply trucks

o Dimensions and location of Pedestrian Loading Lineo Mass transit drop-off/pick up - location/s where mass transit can drop-off/pick-up

the public who do not have cars or opt for mass transit and utilize the PedestrianLine(s)

Security posts and site-specific security strategiesTraffic Management, including location and function of traffic control posts, andinformation to facilitate traffic management in and around the siteStaff transportation and parking planTotal non-personnel resources needed to support the plan

Page 6 of 22

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• Ideal locations for Commodity Distribution; and directional signage, including but notlimited to:

o Commodity Distribution Ahead, Enter, Loading Point, Exit-Do Not Enter, OneWay, Turn Here, Commodity Distribution Provided by

v. Illustration of Site Layout

The Contractor shall illustrate the site layout in three diagrams:

Site Diagram, to include an overview of the items 1i~!~a:flhC;;iSiteLayout Section iv."Close Up of a Supply Line, Loading Line, and V7~i~l~ Line, to include dimensions anda more detailed account of the aforementione9r,i!e\!1~

• Close Up of Pedestrian Line, to include qi\!1.er\sibQ~i~rd a detailed account of thePedestrian Line components as described'(ryi~ection iv:y§itElLayout.

;:;>" »:",_ ":::,'i":(\The Site Diagram illustration shall be imposed on thEi .tight view aerial image .. All three illustrationsshall include the illustration title, scale, legend (if .applicable) and compass, 'and s~all be entered intothe C-POD Plan Template in an editable Microso{t-Word format. '. .

/:::Jdlfr'~:-:~;:l":.;"" '<::-:>.-"" ";;":,'\::(-.i:i{';-'i:-i':::::?':PThe EMD Project Manager shall provide the:co~tractor with/sample illustrations. ·It.i!?txpected thatthe Contractor will use the same symbols, lines, all~label~ sp·that)he ten (10) C-~OD Plans will beconsistent with already completed City of Los Angeles~-POD Plans.

<;/')U·'0-cvi. C-PODs map '" "'..: .•

The Contractor shall create a C-POD database that contains'tne fOllowing information:\:.:}'X{<~ ·C'-'<'··'-'.";··C\·'; \,<,';':;'>

1. Location Name '. '. <'<.":0 /"\:\\2. Address , '.

V":"'\3. Phone Number ...4. Dimensions of Parking Lot in Fea!. . ,

;\"">"'?-:'::'-:<:,?"c,.. ':/'-;,\ctx;:'V'5. Thoma~.B~othElrs.Guide Page and.gnd6. L~tit~c(e andLQngityde \ ..7. City <::ouncilDistrict \ .

c/p>;::«:(:;,,j)·:i,ijt1;:;._,,, \"'",;:i./ \(',:~;'::,-,_;::~$)The c~ntracii~ 1hall cr a a map of the ten. (10) C-POD locations. The map shall be created inArcGIS, and com e;. ~tiVersion ..10.1 .. The map shall be created using California State Plane

Syste" marican DatuiTV1983, Zone V, US Survey Feet." The map shall be saveddshap ' ... j

,y;;;/'c/

3. Exercise u<\{(:i,.;" '\,d~~'::;:fS'\;0i':t~,l!eContractor S!'l.~,I.!, Homeland Security Emergency Exercise and Evaluation Program

'(!TI!,~JrEP) complian~i~l)8ining in the form of a Seminar to an audience identified by the EMD ProjectMan' . The semin'ar exercise will focus on but will not be limited to:-ee ~fl;~r;$/-

i,gresenting information regarding the 10 C-POD sites and lAP templates,ii/Discussion of current policies and practices for Commodity distribution

• Y";" Discussion on challenges distributing commodities• ,1/ Discussion on stakeholders roles and responsibilities during Commodity Distribution

At the conclusion of the training the Contractor will provide a Summary Report that captures thediscussions conducted; issues raised, and corrective actions that will address the issues. The reportwill also summarize who the seminar participants are, their current position and agency/department.Additionally, the contractor with upload the training documents to the HSEEP portal and provideconfirmation to EMD.

Page 7 of 22

3. PAYMENT

§301 Compensation and Method of Payment

A. The City shall pay to the Contractor as compensation for complete and satisfactoryperformance of the terms of this Agreement, an amount not to exceed Seventy Five ThousandDollars ($75,000), to be paid based on project deliverables or portions thereof as identified inSection 202. Such funds shall be allocated from the Community Development Block Grant.The foregoing rate represents the total compensation to be4i1i7i.dby City to Contractor forservices to be performed as designated by this Agreement.<f!Y"' ...

dC; '.,

Payments to the Contractor shall be made in accordancewith.the schedule set forth in Exhibit/',· ..."..·:.i·,:·'·:·:·:::.::::,··::·:,:·-".

F, Schedule of Deliverables and Payments, when C9ntractorg.$J.iyers the deliverables set forththerein. . .)c,.

::"::\, " <;':;:_-';:I-':0?:Each invoice shall a) be submitted on the q9~tf~~tpr's>letterhead'''~)0in~IUde a wet signature,date and invoice number c) show total ar:npunt minus ten (10%) d)iQ8!~ four (4) copies ofthe associated deliverables. Funds sh~I.{not be released until the City'h1';l~\~pproved the workreceived and is satisfied with the doq,umliintation inclu'd~d in the invoice. . />

:"Ten percent (10%) of the total compens~ii~~I~p.~11qg.Witl111~ldby the City uplilthe Contractorhas completed the requirements of this Agreermmt""

B.

C.

D. It is understood that the City makes no comrnitmentto fund this Agreement beyond the terms

~ne~o~:~:inand supporting docume~l/ltion shall be prep~red at the sole expense andresponsibility of the Contractc;>r, The City will.not compensate the contractor for any costsincurred for invoice preparation .. The 9itY"may reque.st,.in writing, changes to the content andformat of the. i(lvoice and supporting.d9cumentation at any time. The City reserves the right torequEOlsradditio'halsupporting docti'mentation to substantiate costs at any time. All invoicesmust be signed by. an officer of the Contractor under penalty of perjury that the informationsubmitted is true and correct./' "

E.

Fundingfo( all periods of this contract is subject to the continuing availability of federal fundsfor this' progr/ilm to the City.. The Contract may be terminated immediately upon written notice

. . . , .. to the Contractor of a loss or rePuction of federal grant funds.

/~/ G. ~~~t~llctpr shan~~mlnt that any applicable discounts have been included in the costs to the/ City.' )c,

'. H.

F.

~::: .

Contracto't~~knowledges that it is aware of liabilities resulting from submitting a false claim forpayment bYlre City-under the False Claims Act (Cal. Gov. Code §§12650 et seq.), including

- treble dam.1';l9,es,costs of legal actions to recover payments, and civil penalties of up toY'., $10,000 per-false claim.

"',. -

4. STANDARD'JRROVISIONS

§401 Construction of Provisions and Titles Herein

All titles or subtitles appearing herein have been inserted for convenience and shall not be deemed toaffect the meaning or construction of any of the terms or provisions hereof. The language of thisAgreement shall be construed according to its fair meaning and not strictly for or against the City or theContractor. The word "Contractor" herein and in any amendments hereto includes the party or partiesidentified in this Agreement. The singular shall include the plural. If there is more than one Contractoras identified herein, unless expressly stated otherwise, their obligations and liabilities hereunder shallbe joint and several. Use of the feminine, masculine, or neuter genders shall be deemed to include

Page 8 of 22

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the genders not used. The word "days" means calendar days, including weekends and holidays,unless otherwise specifically provided.

§402 Applicable Law, Interpretation and Enforcement

A. Each party's performance hereunder shall comply with all applicable laws of the United Statesof America, the State of California, and the City. This Agreement shall be enforced andinterpreted under the laws of the State of California and the City.

B. In any action arising out of this Contract, Contractor conse2t~;!.\? personal jurisdiction, andagrees to bring all such actions, exclusively in state or fed~r~F-coUrts located in Los Angeles

County, California. ..;Y!~r'~!: ~C. If any part, term or provision of this Agreement shall';.~~1Jel~X9i~, illegal, unenforceable, or in

conflict with any law of a federal, state or 10cat,.~bvernme~tY!Q~ying jurisdiction over thisAgreement, the validity of the remaining portions.ofPI:Qvisions shalloot be affected thereby .........,:;....:.......>.." '".... .-:......,.:...:.."..::-..,':>-

Integrated Agreement.;~Y/···'" ~!, "'<®';V/.:(:( -".. '<:,';)::',>: F_

This Agreement sets forth all of the rights ~Pfl;~~.t,ie.,;..s o.f the ·R..a........•...rti.e.swith respect td!J~..~.,:!~.Ybjectmatterhereof, and replaces any and all previous"agr~I'11'ipnts or ljq~~rstandings, whether;".Wfitlen or oral,relating thereto. This Agreement may be amendedignfy •.as Rr~vlaedJor herein..;/

"}':::-:':";-:':::';:f, ,(}"::":-)'»

§403

§404

§405

"Excusable Delays '-,\ :

In the event that performance art of any party h';;re\O shall be delayed or suspended as aresult of circumstances beyond t control and wit~oijt.th~fault and negligence of saidparty, none of the parties shall inc, .to the other parties as a result of such delay orsuspension, Circumstances deemed·tb be b ontrol otjtl'e parties hereunder shall include,but not be limited to, acts of God or oft(le pu . . rn~cllon; acts of the Federal Governmentor any unit of State Local Government i~;either SQV j9n or contractual capacity; fires; floods;epidemics; q)Ja~ant 'strictions; strikeS;:freight embargoes or delays in transportation; to the extentthat they are nbt cau he party's willfljl or negligent acts or omissions and to the extent that theyare beyon' party's reasonable control. '\

Breach "'Y' .' .,'".;" •. ,J//or excusable , ifany,party,fails to perform, in whole or in part, any promise, covenant, or, Iforth 'he'-,9i~,or should' any representation made by it be untrue, any aggrieved party

mayeif~of all 'rlgti!~,and remedies, at law or equity, in the courts of law. Said rights andremedies are,cum~lative Of~hbSe provided for herein except that in no event shall any party recovermore than OnCE\S\lf{ipra penalty/or forfeiture, or be unjustly compensated,

" ..__,:.y(:,\,:,:- ...,,"c-:/

ohibition Agai1i1fAssign'lhent or Delegation

ntractor mly not, unless it has first obtained the written permission of the City: assign or"'e alienatip!ilny of its rights hereunder, including the right to payment; or delegate, subcontract,

"fer any of its duties hereunder.

§407The Contractor and its officers, agents, employees, and subcontractors shall obtain and maintain allpermits and licenses necessary for the Contractor's performance hereunder and shall pay any feesrequired therefore. The Contractor further certifies to immediately notify the City of any suspension,termination, lapses, non-renewals or restrictions of licenses, certificates, or other documents.

Page 9 0122

§408 Nondiscrjmination and Affirmative Action

A. The Contractor shall comply with the applicable nondiscrimination and affirmative actionprovisions of the laws of the United States of America, the State of California, and the City. Inperforming this Agreement, the Contractor shall not discriminate in its employment practicesagainst any employee or applicant for employment, denial of family and medical care leave;denial of pregnancy disability leave or reasonable accommodations against any employee orapplicant for employment because of such person's race, color, religion, national origin,ancestry, sexual identity, sexual orientation, gender identitY,/!(Biil, physical handicap, mentaldisability, marital status, domestic partner status, medicaI8Rpditioh,.citizenship, and politicalaffiliation or belief. The Contractor shall comply with E~.~~.ufiveOrder 11246, entitled "EqualEmployment Opportunity", as amended by Executivi';<Elrg.~l'011375, and as supplemented inDepartment of Labor regulations (41 CRF Part 60) ../i/' . . ',\.

:'"(,:,'>,~, """.\;-. """°":\,':./\0>,

The Contractor shall comply with the provist99!,oftQe Los Angeles Jl.Aministrative Code §10.8through 10.13, to the extent applicable hi;l{eto. If this Agreement conjf!iD~ a consideration inexcess of One Thousand Dollars ($1,Qp9)but not m.ore than One Hundr~.A'0I~ous~nd Dollars($100,000), the Equal OpportunitYJRf1Ol9iiges provil;!pns of this Agreerrt.~.Q.~;.~hallbe themandatory contract provisions set forth in/.l,p~ Angel~.~·.I\~ministrative Code~,lo.8.3, in whichevent said provisions are incorporated here).qt>¥ thi>~Tefererce. If this Agreement contains aconsideration in excess of One Hundred Thoull~n~Doliars ($100,000), the Affirmative ActionProgram of this Agreement shall be the mandatory'9Rptract provisions set forth in Los AngelesAdministrative Code §1Q,~,~., in which event saidpr9¥i~ions are incorporated herein by thisreference. The Contracton~~lOIIJ>alsocomply with all/fHIf;s, regulations, and policies of theCity's Board of Public Workll'Qfft9~'ptContract Compli"n~,r~lating to nondiscrimination andaffirmative action, including th~ filingof.~11f9rms required by.9ity.

B.

C.:, ""'·-"",i,»

Any subcontract entered into by the/Contractor relating to this Agreement, to the extentallowed hereunder, shall be subject to,the provisions of this section .

.(:';:.,.:.:., ··'-"·;-·:<-·-"'i-:::-'-.::'·-<-·--:-i::>.-. -":.,',:,':\, ..

No/p.erson shall on the grounds of race, ancestry, color, citizenship, national onqm, sex,,se'xual orientation, gender identity;; age, physical handicap, mental disability, medical

< 'condjti6n, marital status or domestic partner status, political affiliation or belief be excludedfrom participation in,. be denied the benefit of, or be subjected to discrimination under thisprogram/project. For purposes of this Section, Title 24 Code of Federal Regulations Part 107

.and Section 5'Z0.601 (b) defines specific discriminatory actions that are prohibited andcorrective action that shall be taken in situation as defined therein .

., .,',-,',.-, ..... '.,

D.

c(/A8i~-ll9

''':" ""':',-'.ii-i.,\, '·'i.iii,;!0s.The Contractor s~f!Jl)promptly)pay when due all amounts payable for labor and materials furnished in. '.I\1eperformance of,t.m!sAgreement so as to prevent any lien or other claim under any provision of law

frgi)? arising again~r;. any City property (including reports, documents, and other tangible matterpr9~:H9.(ldby the 9qntractor hereunder), against the Contractor's rights to payments hereunder, oragairj.~t;!.Pf;City, and shall pay all amounts due under the Unemployment Insurance Act with respect tosuch labor.':,.,

§410 Los Angel~sCity Business Tax Registration Certificate

If applicable, Contractor represents that it has obtained and presently holds the Business TaxRegistration Certificate(s) required by the City's Business Tax Ordinance (Article 1, Chapter 2,Sections 21.00 and following, of the Los Angeles Municipal Code). For the term covered by thisAgreement, the Contractor shall maintain, or obtain as necessary, all such Certificates required of itunder said Ordinance and shall not allow any such Certificate to be revoked or suspended.

Claims for Lab~r and Materi~ls

Page 10 of22

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§411 Bonds

All bonds that may be required hereunder shall conform to City requirements established by charter,ordinance or policy and shall be filed with the Office of the City Administrative Officer, RiskManagement for its review in accordance with Los Angeles Administrative Code § 11.47 through11.56.

§412 Indemnification

§413

Except for the active negligence or willful misconduct of City, or ~p¥Ii~~I'it§1J3oards,Officers, Agents,Employees, Assigns and Successors in Interest, Contractor/C8.~.~u1tant undertakes and agrees todefend, indemnify and hold harmless City and any of its /§b~r~~,Officers, Agents, Employees,Assigns, and Successors in Interest from and against all ~Yll$Yari'd'~~H~esof action, claims, losses,demands and expenses, including, but not limited to, attorQ~1s fees·a!\9:.~8st of litigation, damage orliability of any nature whatsoever, for death or injury to,~RY person, includin~i'Siontractor's/Consultant'semployees and agents, or damage or destruction9fiianY •.pr"l'iperty of eilhi?~"B~rty hereto or of thirdparties, arising in any manner by reason of the ~~~Itgent acts, errors, omissfci~~:j8r willful misconductincident to the performance of this Agreemen~'i~V the Contractor/Consultant orii!~%~.~bco~tractors ofany tier. Rights and remedies available t.81;!~~>.9ityundEir;!pis provision arec\t\l1.9.I~ti\(e of thoseprovided for elsewhere in this Contract andtf\'d~~,1;l!.lowed un~.~r the laws of the Ogited States, theState of California, and the City. The provisions df<~~Rt!8nifIC12sha,1Isurvive expira!iOh or terminationof this Contract."~;j"t0',"i/ .

C!Z!~'f~'cGeneral Conditions "<"'9"

1. During the term of ttgr~;;'!~~~'~~~ •.lt'{ithout liJii~~ Contractor's indemnification ofthe City, Contractor s~~11pr£Y~El:'an~JJltt~jnt~in' at its own expense a program of),9. nee haVing covera~~,~rJ"dlimits CU'sl!'1\l1anlycarried and actually arranged by the

<~C but not less tl1a.rflhe amounts,ar\d types listed on the Required Insurance'. /And ' um Limits stiE\~.! (Form Gen. 146) in Exhibit A hereto, covering its

operati hereunder. \~,pch insurance shall conform to City requirementsstablis y Charter, ordin~q.R~"or policy, shall comply with instructions set forth on

Cit "g~Angeles - r~Jfructions And Information On Complying With City....8i;r, vised 10/09) document, and shall otherwise be in a form

acto"!h f the City Administrative Officer, Risk Management.SP,,>; such ins e shall: 1) protect City as an Insured or an Additionalnterest<~~~.¥,•.or a Loss Payee As Its Interest May Appear, respectively, when such. us is ilpB\9~.rta,teand available depending on the nature of applicable coverages;

rovide Ci~,a,Meast thirty (30) days advance written notice of cancellation, materialc." tion in «oVerage or reduction in limits when such change is made at option of the

in\'Qr:~r;3) b'lr primary with respect to City's insurance plan. Except when City is ana~~d insured, Contractor's insurance is not expected to respond to claims which~t,arise from acts or omissions of the City.

<pl)lle standard City of Los Angeles insurance conditions are incorporated into the;);!~ample standard subcontract provisions. The specific insurance coverages and limits

shall be described by contractor in RFP. These coverages and limits should betailored to the individual subcontract. For City contracts, Required Insurance andMinimum Limits are set by the City Risk Management staff in the Office of the CityAdministrative Officer of the City of Los Angles on the Form Gen. 146. Electronicsubmission is the preferred method of submitting your evidence of insurancedocuments. Track4LA ™ is the City's online insurance compliance system and isdesigned to make the experience of submitting and retrieving insurance informationquick and easy. They system is designed to be used primarily by insurance brokersand agents as they submit client insurance certificates directly to the City. It uses thestandard insurance industry form known as the ACORD 25 Certificate of Liability

Insurance

A.

Page 11 0122

B.

C.

D.

Insurance in electronic format. The easiest and quickest way to obtain approval ofyour insurance is to have your insurance broker or agent access Track4LA ™ athttp://track4Ia.lacity.org and follow the instructions to register and submit theappropriateproof of insuranceon your behalf. Additional instructionsand informationon complying with City of Los Angeles insurance requirements can be found athttp://cao.lacity.org/risk/Submittingproof of Insurance.pdf.

Modificationof Coverage

City reserves the right at any time during the term of this~~'E!'" to change the amountsand types of insurance required hereunder by giving Contractor/Consultantninety (90) daysadvance written notice of such change. If such change:s.hOu~result in substantial additional::~:::::=:~:\og~""'("~Icompensation

1. All required insurance must and approved b}>th 0ffice of the CityAdministrative Officer/Risk,..M ent pri0f-.to the inception b<lperations ortenancy by Contractor/Consul. e requir~coverages and Ii, e subject toavailability on the open market a e co~t as determined y City. Non-availability or non-affordability documented by a letter fromContractor's/Consultant'sinsurance br agent indicating a good faith effort toplace the requirecHosuranceand showi .rninimumthe names of the insurancecarriersand the decliiiatio.~sor quotations reG from each.

\',\::y.>J;"" =: ¢\;,;,!"i;'~:}..,~<\Within the foregoin9\ constr~" Contractor's/Co)15ultant'sfailure to procure ormaintain required insuranceor insurancewogram during the entire term of thisAgreement shall conslttu!e a m reach.oHhis Agreement under which City mayim tely suspend til- '!enyi ate this' -Agreement or, at its discretion, procure or

•ra ch insurance to protect City'si)1terests and pay any and all premiums in/ conne n'!herewith and rei:\>verall moniesso paid from Contractor/Consultant.

c/?': ."'\/:'.':·"",;-L·;,,?,·, \:'i::i:1

( Wor:kers~Compensation \..\

2.

'",;,,';':::"~\ /,'.:<i~ i,:"';:,;;i'';"."""').?" ,(::,{:i;:::::::7'~',~"" , {:',.')''B.y sigr".ngthis Agreement, .Contractor/Consultanthereby certifies that it is aware ofthe.proiiisionsof §3700 et.seq., of the Labor Code which require every employerto beinsure9 liIgainst liability for Workers' Compensation or to undertake self-insurance in

" cordance'-.~ith the provisions of that Code, and that it will comply with such. provision's'at all..such times as they may apply during the performance of the work

-;puri;uantto this Agreement.

2. A Woliverof :Subrogationin favor of City will be required when work is performedonCity premises under hazardousconditions.

'. ''', .

ConfIJch)t~ nte~e~~\

A. 'Nq <::it;-fundedEmployeesas Board Members

1.

§414

/;:.;:'::'The City will not execute any Agreements and/or Amendments with Contractors where anemployee (an individual who is paid or receives any financial benefit from funds from theAgreement with the City), is a member of the Board of Directors. The Board minutes mustreflect this requirement.

B. Code of Conduct

1. The City requiresthat all Contractors/Sub-Contractorsadopt a Code of Conductwhichat minimum reflects the constraints discussed in Directive FY07-0001. No

Page 12 of 22

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Agreements and/or Amendments will be executed without City approval of this Codeof Conduct.

2. Further, the City requires compliance with the following conflict of interestrequirements for all City funded contractors.

C. Conflict of Interest

1. Prior to obtaining the City's approval of any subcontract, the Contractor shall discloseto the City any relationship, financial or otherwise, direct'or indirect, of the Contractoror any of its officers, directors or employees or" tpeir'ill)!11ediate family with theproposed subcontractor and its officers, directors or .employees.

2. The Contractor covenants that none of its, dj;e<:tors, officers, employees, or agentsshall participate in selecting, or administra\lng any subpontr.act supported (in whole orin part) by City funds (regardless of source) where such person is a director, officer,employee or agent of the subcontractqt;.(jr )Nl1erethe selection pf subcontractors is orhas the appearance of being motiv~f.{d by a'desire for personal gain for themselves orothers such as family busine~s"etc.; or where such person Rri6\ys,or should haveknown that: . . .' . . . . /

/f:;;;;:;'<Q\;i-.:\:c:Ii'i'}>_.______ __:-'~;':(':.:i'::'_' ',<c,t?i?:'D9a. A member of such p~rson's, immediate,. family, or dOll)estic partner or

organization has a financial interes!)n the subcontract;"~d'{fC:;:.:

b. The su6¢ontractor is someone ~ith, whom such person has or is negotiatingany prospectiv employment; or '".. .

\;j::::~:i '> ._ '~<-:8':;:;;::::!i; ..\_\::,.::_,,;0'>

c. The particip~t!q " eh Person would be"p~Ohibited by the California PoliticalReform Act, ~a!ifornia"G6vernment Codec§87100 et seg. if such person werea public officer;,becaulle)(il'ch person wpuld have a "financial or other interest"

~>D~ii~i\ipli~n);t:,hesUbcontrac~;, ;:'.. ">./ /':<i\

term "immediat'¥~t~mfty" includes, but is not limited to, domestic partnerthose perSOnSi;!;¢latedby blood or marriage, such as husband, wife,

,Ql~er, sister, son, daughter, father-in-law, mother-in-law,~r-in-Iaw, son-in-law, and daughter-in-law.

'~Oi!:;term "financial or other interest" includes, but is not limited to:

'0?!I;\nIV direct or indirect financial interest in the specific contract,'"G'UUIf'U a commission or fee, a share of the proceeds, prospect of aP~~~~;~~~'~or of future employment, a profit, or any other form ofii reward.

(2) Any of the following interests in the subcontractor ownership:partnership interest or other beneficial interest of five percent (5%) ormore; ownership of five percent (5%) or more of the stock;employment in a managerial capacity; or membership on the Board ofDirectors or governing body.

c. A subcontract is any agreement entered into by Contractor for the purchase ofgoods or services with any funds provided by this Agreement.

D. Minutes of Board Meetings must reflect disclosure of transactions where Board Members mayhave had a direct or indirect interest/benefit in the action.

Page 13 of 22

§415

E. No director, officer, employee (or agent) of the Contractor may be on the Board of Directors ifthey receive any financial benefit provided by any City Agreement.

The Contractor further covenants that no officer, director, employee, or agent shall solicit oraccept gratuities, favors, anything of monetary value from any actual or potentialsubcontractor, supplier, a party to a sub agreement, (or persons who are otherwise in aposition to benefit from the actions of any officer, employee, or agent).

F.

G. The Contractor shall not subcontract with a former director, officer, or employee within a one(1) year period following the termination of the relationshi~B~\'{Veen said person and theContractor.:»

H..

For further clarification of the meaning of any tert1)s used, herein, the parties agree thatreferences shall be made to the guidelines, rules, and laws of the City of Los Angeles, State ofCalifornia, and Federal regulations regarding conflict 6f interest. "

" ..'.'..••, '<:":':::':::";-,:',:"

<i'?",.. :":'/\"" ":'.:;,:,}'i>The Contractor warrants that it has not paid. or giver" and will not paX or give to any thirdperson, any money or other consideratiollf9r obtaining this Agreement. '",

The Contractor covenants that no .member, officer-or employee of Contracto('shall haveinterest, direct or indirect, in any contract or subcontract.er the proceeds thereof for work to beperformed in connection with this project during his/her tenure as such employee, member orofficer or for one (1) year thereafter. /

The Contractor shall incorporate the foregoing sllbsections of this Section into everyagreement that it enters .into'ini2onnection with this project, and shall substitute the term"subcontractor" for the term "Contracto!,' and "sub-subcontractor" for "Subcontractor".

The Contractor warrants tha!~~thas adopt~'and shall comply with the Code of Conduct, asapproved by the City that meets lhe foregoing requirements.

I.

J.

K.

L.

A. .~B~tf~ctor undEi(~t~nds that failure t<?pomply with any of the following assurances may result1insl!~B~psion, termination or reductioQ'i8f.want funds, and repayment by Contractor to City of

any unlllJ¥!1~JeX8~!tqi.!\l.res. >

statl.l!il~:a~d~g§di~ii~H§A~~licable To All Grant Contracts

>¢~r\ractor shall comply with all applicable requirements of state, federal,GoYn.ihllJPfl City of Los Angeles laws, executive orders, regulations, programand:~9rninistrative requirements, policies and any other requirementsgoverning this Agreement. Contractor shall comply with state and federallawi€md regulations pertaining to labor, wages, hours, and other conditions ofemployment. Contractor shall comply with new, amended, or revised laws,regulations, and/or procedures that apply to the performance of thisAgreement. These requirements include, but are not limited to:

(1) Office of Management and Budget (OMB) Circulars

Contractor shall comply with OMB Circulars, as applicable: OMBCircular A-21 (Cost Principles for Educational Institutions); OMBCircular A-87 (Cost Principles for State, Local, and Indian TribalGovernrnents); OMB Circular A-102 (Grants and CooperativeAgreements with State and Local Governments); OMB Circular A-110(Uniform Administrative Requirements for Grants and OtherAgreements with Institutions of Higher Education, Hospitals and OtherNon-Profit Organizations); OMB Circular A-122 (Cost Principles for

Page 14 of 22

Americans with Disabilities Act " ',;<:\:-i,,):>/' ""«)',t,:j1z::;;:::',':;'

Contractor hereby certifie~ t~at it will'comply with the Americans withDisabilities Act 42, 4SC §~12101 et s.~q., and its implementingregulabons and the, A[l1enc?ns with Dlsabllltles.Act Amendments Act(ADAAA) Pub. L..' 110-325 and all subsequent amendments.Contractor win Provide reasonable accomrnodatlehs-to allow qualifiedindividuals with disabilities to have access to aniH6 ~articipate in itsprograms, S'eiVic~s and activities .in accordance withethe'provisions ofthe Americans with" 'lijie,'Act)~nd the America!)sJwith DisabilitiesAct Amendments A AAA) Pub. L. 110-325 and all subsequentamendments. Contrae \ .....iJl not discriminate against persons with'qisabilities or against )s6ns due to their relationship to, oras'sociation with, a person with a.~isability. Any subcontract enteredinfo ,'bK the .Contractor, relating to t~is Agreement, to the extentallolll{edherE!under shall be subject to·the provisions of this paragraph.

\ " .... . c/Political and Se<;tarianActivity prohibited

"z::h..,.{-/\S;/ ""«:,:',:;:;/.;::/1tIIone of the funds(materials, property or services provideddirectly or indirectly under this Agreement shall be used forany'\.partisan political activity, or to further the election ordefeaf'of ;.any candidate for public office. Neither shall anyfunds; provided under this Agreement be used for any

• '/'0 '. , purP9se designed to support or defeat any pending legislationZ " . , or .administrative regulation. None of the funds provided

pOrsuant to this Agreement shall be used for any sectarianpurpose or to support or benefit any sectarian activity.

( (

Non-Profit Organizations); OMB Circular A-133 (Audits of States,Local Governments, and Non-Profit Organizations.)

(2) Single Audit Act

If Federal funds are used in the performance of this Agreement,Contractor shall adhere to the rules and regulations of the SingleAudit Act, 31 USC Sec. 7501 et seq.; City Council action datedFebruary 4, 1987 (C.F, No. 84-2259-S1); and any administrativeregulation or field memos implemen\l!2~;!he Act. The provisions ofthis paragraph survive expiration or.tE!rmih~ti,?nof this Agreement.

;/

(3)

(4)

(a)

If this Agreement provides for more than $100,000.00 in grantfunds or more than $150,000 in loan funds, Contractor shallsubmit to the City a Certification Regarding Lobbying and aDisclosure Form, if required, in accordance with 31 USC1352. A copy of the Certificate is attached hereto as ExhibitC. No funds will be released to Contractor until theCertification is filed.

(c) Contractor shall file a Disclosure Form at the end of eachcalendar quarter in which there occurs any event requiringdisclosure or which materially affects the accuracy of any ofthe information contained in any Disclosure Form previouslyfiled by Contractor. Contractor shall require that the languageof this Certification be included in the award documents for allsubawards at all tiers and that all subcontractors shall certifyand disclose accordingly.

(5) Records Inspection

Page 150122

(a) At any time during normal business hours and as often as theCity, the U.S. Comptroller General, the U.S. Department ofLabor, the Auditor General of the State of California, and theEmployment Development Department or their designees,may deem necessary, Contractor shall make available forexamination all of its records with respect to all matterscovered by this Agreement. The City, the U.S. ComptrollerGeneral, the U.S. Department of Labor, the Auditor Generalof the State of California, an~i!hr; Employment DevelopmentDepartment or their desigD;~.es,shljll have the authority toaudit, examine and n:tljke excerpts or transcripts fromrecords, including.Ij.liii9Bptractor's invoices, materials,payrolls, records 0~g\lrsohQrm9onditions of employment andother data relatingCtprall matter~i;qpxered by this Agreement.

<}- ••-.\\" --.:.....\,.. '-<-i:'»>"Contractor ..Ij\lree\l-r!O provide any Trpgrts requested by theCity regarding performance of the Agreement.

,.' ----' \/(

(b)

(6) Records Mljiritenance

(8) Labor

,t;:.---- -----i:i·'-.'::"_,-. _ .__.:.i\"Records, in their original form, sh~1Ibe maintained in accordance withrequirements prescribed 'by the City with respect to all matterscovered on file for all documents specified in this Agreement. Original

are to be maintained on file for all documents specified in this

a~:~~:~~:~;'te;s~u:~c~~hlt:r~~e~cordsshall be retained for a period of five (5)Y' of this Agreement and after final disposition of

"Pending matters" include, but are not limited to,actions involving records. The City may, at

:eri'~~':~~;~~~~' of, retain and audit said records.o pertaining to matters covered by this

be retained within the County of Losauthorizal:ion to remove them is granted in writing by

Subcontracts

:CC6hl:rac:torshall comply with the Federal and City standardsaward of any subcontracts. For purposes of this

Agreement, subcontracts shall include, but not be limited to,purchase agreements, rental or lease agreements, third partyagreements, consultant service contracts and constructionsubcontracts.

(b) Contractor shall ensure that the terms of this Agreement withthe City are incorporated into all Subcontractor Agreements.The Contractor shall submit all subcontractor agreements tothe City for review prior to the release of any funds to thesubcontractor. The Contractor shall withhold funds to anysubcontractor agency that fails to comply with the terms andconditions of this Agreement and their respectiveSubcontractor Agreement.

(a) Contractor shall comply with the Intergovernmental PersonnelAct of 1970 (42 U.S.C. §§4728-4763) relating to prescribedrequirements for merit systems for programs funded underone of the 19 statutes or regulations specified in Appendix A

Page 16 of 22

Contractor shall comply with the Hatch Act (5 USC §§1501-1508 imd7324-7328). ". '. /'/" '\ /

Civil Rights ''','. /" .••. c;/, /

Contractor shall corllply with all Federal statutes relating to~ rimination. Thes~'inciUqe, but are not limited to: (a) Title VI oft il Rights Act of',J964 (P.L. 88-352) which prohibits

ation on the basis of race,'color or national origin; (b) Title IX".'c.:.:\ "",;";<;"::.>::«<::">.' ":"':"":.':'::::""';::/"::"".,7

of the Education Amendments' of 1972, as amended (20 U.S.C.§§16'!lj.-1683~·a~d 1685-1686), Y"}:!ichprohibits discrimination on thebasis bf\sex; (cj.;§'504,bfthe Retlabilitation Act of 1973, as amended

, . (29 U.S..C;, J794), wtiicl:f prohibits discrimination on the basis of

//"-.;,<. ~~~cat~~~;l~~~~~~i~r~~~~~~ii~; ~~~r~~i~;;i~n a~na~:n~:~s(~~, • • . , '. age; (e) the: Drug Abuse Office and Treatment Act of 1972 (P.L. 92-/ ',," i / 255), as amende2 relating to nondiscrimination on the basis of drug

....... . abuse; (f) th~/ Comprehensive Alcohol Abuse and Alcoholism", ' ••;"" .. Prevention, .T;reatment and Rehabilitation Act of 1970 (P.L. 91-616) as

'" ". '. amended, p"lating to nondiscrimination on the basis of alcohol abuse, .' or alcoholism; (g) §§523 and 527 of the Public Health Service Act of'.;'., '. 1912 (42 U.S,C, §§290 dd-3 and 290 ee 3), as amended, relating to

'/' ':co~fidentiality of alcohol and drug abuse patient records; (h) Title VIII, .9f the CIVil Rights Act of 1968 (42 U,S.C. §§3601 ef seq.), as

. >."amended, relating to non-discrimination in the sale, rental or financing" of housing; (i) any other nondiscrimination provisions in the specific

statute(s) under which application for Federal assistance is beingmade; 0) the requirements of any other nondiscrimination statute(s)which may apply to the application; (k) P.L. 93-348 regarding theprotection of human subjects involved in research, development, andrelated activities supported by this award of assistance; (I) Title VII ofthe Civil Rights Act of 1964, as amended by the Equal EmploymentOpportunity Act of 1972 (42 USC 2000e); (m) the Americans withDisabilities Act, 42 USC §§12101 et seq" and the Americans withDisabilities Act Amendments Act, Pub.L, 110-325 and all subsequentamendments; and (n) The Genetic Information Nondiscrimination Actof 2008 (GINA) P.L. 110-233.

( (

of OPM's Standards for a Merit System PersonnelAdministration (5 C,FR. 900, Subpart F).

(b) Contractor shall comply, as applicable, with the provision ofthe Davis-Bacon Act (40 U,S.C. §§276a-276a-7), theCopeland Act (40 U.S,C. §276c and 18 U.S.C. §874), and theContract Work Hours and Safety Standards Act (40 U.S.C.§§327 -333), regarding labor standards for federally-assistedconstruction subagreements.

Contractor shall COmply/;,!&~~!;;\tl)ll Federal Fair LaborStandards Act (29 USC .§gp1) regarding wages and hours of

employment. .;;.¢j{\;%;~i\;;\;None of the fUr(t!.1l"shallb~0J;~~~d to promote or deterUnion/Labor ()w~riiiing activitie~e:.(California GovernmentCode Sec. 1a~5.,ets'Elq.) ' ..

/ii>:/ ""',,::',)'

(c)

(d)

(e)

(9)

(10) Relocation Requirements

Page 17 of 22

(11)

(a) Contractor shall comply, or has already complied, with therequirements of Titles II and III of the Uniform relocationAssistance and Real Property Acquisition Policies Act of 1970(P.L 91-646) which provide for fair and equitable treatment ofpersons displaced or whose property is acquired as a resultof Federal or federally-assisted programs. Theserequirements apply to all interests in real property acquiredfor project purposes regardless of Federal participation inpurchases.

Contract~r shall comply )¥j!~if~\b4(d) of the Housing andCommunity DevelopmepX{il"ct of 1974 (HCD Act). Whenapplicable, §104(d)(?~(l"~Ujil> of the HCD Act providesrelocation assistaQ~/iO ·"tpl<¥;Il\-income persons who aredisplayed as a dir\l9! result Oftt9.~demolition of any dwellingunit or the conc't.~{sioQ.pfa lowe'r+(Q9B\Qedwelling unit to a useother than i!!';JoWllr-income dweIliQ!l.;in connection with anassisted g~oject. Section 104(d)(2)(Al(i)J:RJ:0vides that certainlower-inqome dwelli~g units that are dempn~red or convertedto JfiM.~~?pther than0<ls lower-income hOll!j~!lCbe replaced"one-for-one."

(b)

Environmental

(a) Contractor shall comply, or has already complied, with therequirements of Titles II. and III of the Uniform relocationAssist~nce and Real Property Acquisition Policies Act of 1970(P.L. 91"646) which provide for fair and equitable treatment of

, persons di~l>laclld or whose property is acquired as a resultof l5ederal or' federally-assisted programs. Thesere,quirernents apply to all interests in real property acquiredfor project purposes regardless of Federal participation inpurchases.

(b) Cont"~~!pF'shall comply with environmental standards whichmay ~~iprescribed pursuant to the following: (a) institution of.IlQxiwnmental quality control measures under the NationalSpvironmental Policy Act of 1969 (P.L. 91-190) and Executive

. Order (EO) 11514; (b) notification of violating facilitiespursuant to EO 11738; (c) protection of wetlands pursuant toEO 11990; (d) evaluation of flood hazards in floodplains inaccordance with EO 11988; (e) assurance of projectconsistency with the approved State management programdeveloped under the Coastal Zone Management Act of 1972(16 U.S.C. §§1451 et seq.); (f) conformity of Federal actionsto State (Clean Air) Implementation Plans under Section176(c) of the Clean Air Act of 1955, as amended (42 U.S.C.§§7401 et seq.); (g) protection of underground sources ofdrinking water under the Safe Drinking Water Act of 1974, asamended (P.L. 93-523); (h) protection of endangered speciesunder the Endangered Species Act of 1973, as amended(P.L. 93-205); (i) Flood Disaster Protection Act of 1973§102(a) (P.L. 93-234); and OJ §508 of the Clean Water Act(38 U.S.C. 1368).

(c) Contractor shall comply with the Wild and Scenic Rivers.Actof 1968 (16 U.S.C. §§1271 et seq.) related to protectingcomponents or potential components of the national wild andscenic rivers system.

Page 18 of 22

Contractorshall ensure that the facilities under its ownership,lease or supervision,h which shall be utilized in theaccomplishment oJ )t1is', project, are not listed in theEnvironmental PrQtectionAg!!lncy's (EPA) list of ViolatingFacilities and that i~'i"iII notify the Fe~eral Grantor agency ofthe receipt ,0Lany communication,from the Director of theEPA Office;df Fede~alActivities indlc!!ting that a facility to beused !n)t{e project is under consideration'f"r listing by theEP~>,,' ," " ,;' ',/

By"signi~'gthi~ Agre~ment Contractor ensu;~s that it is incompliance'with'the California Environmental Quality Act(CEQA), Public{l.esources Code §21000 et seq, and is notimpactingthe environmentnegatively,

'<:'if{"':;"·>'-''<~ ,>

'<)/\\-</

ply with Sl'pion 106 of the National Historic"~,66,asa,mended (16 U,S,C, §470), EO 11593

'Iiml /~.nrl prbt~cyPri of historic properties), and theAr<:haeologicaland Histo/ic Preservation Act of 1974 (16 U,S.C.

(

(12)

(

(d) Contractorshall comply with the Lead-BasedPaint PoisoningPreventionAct (42 U.S.C,§§4822 et seq.) which prohibitstheuse of lead-based paint in construction or rehabilitation ofresidencestructures.

(e) Contractor shall comply with the Federal Water PollutionControl Act (33 U.S.C. § 1251 et seq.) which restores andmaintainsthe chemical, physicaland biological integrityof theNation'swaters. ",

:;>--

(I)

(g)

Suspensiona!i,~p,.,b',rrrient

2j0fi!r~!!4ij~~i::c~cl~0~mpIYwith Federal Register, Volume 68, NumberSuspension and Debarment, and Contractor shallRegarding Debarment required by Executive

12459 and 12689, and any amendment thereto. SaidWW'i0ti~~~:~~~!~0~shall be submitted to the City concurrent with the'<; of this Agreement and shall certify that neither Contractor

its principals are presently debarred, suspended, proposed fordebarment, declared ineligible or voluntarily excluded fromparticipation in this transaction by any federal department head oragency. Contractorshall requirethat the languageof this Certificationbe included in the award documents for all sub-award at all tiers andthat all subcontractorsshall certify accordingly.

(14) Drug-FreeWorkplace

Contractorshall comply with the Federal Drug-FreeWorkplaceAct of1988, 41 USC §701, 28 CFR Part 67; the California Drug-FreeWorkplaceAct of 1990,CaliforniaGovernmentCode §§ 8350-8357.

(15) Animal Welfare

Page 19 0122

(a) Contractor shall comply with the Laboratory Animal WelfareAct of 1966, as amended (Pel. 89-544, 7 USC §§2131 etseq.)

(b) Contractor shall assure, pursuant to the ConsolidatedAppropriations Act of 2008 (P.L. 110-161) grant funds mustnot be used in contravention of the federal buildingsperformance and reporting requirements of Executive OrderNo. 13123, 3 of title V of the National EnergyConservation Act (42 et Seq.) or subtitle Aof title I of the of 2005 (including theamendments made nor grant funds be used incontravention of the Energy Policy Act of 1992(42 USC 13212).

(16) Faith Based Actlvlties

ContractorBased Activilie$;Y

24 CFR 570.20CIG) regarding Faith

(17) Pro-Children Act

comolv with Public Law 103-227, Part C-Smoke, also known as the Pro-

j;ii~i,~~~~~:;r~~;~;~This Act requires that smoking notpo!~i§hi.(?F,any indoor facility owned orused routinely or regularly

care, education, or library

i?(W:~n~;~j',~~~~;~~st~\~~t~~~!;r~t~h,eage of 18, if the services are" either directly or through State

Federal programs include grants,loans or loan guarantees, and

law does not apply to children's servicesprivate residences, facilities funded solely by

Medicaid funds, and portions of facilities used forinp!lillilentdrug and alcohol treatment.

(b) further agrees that the above language will beincluded in any subcontracts that contain provisions forchildren's services and that all subcontractors shall certifycompliance accordingly.

(1 American-Made Equipment Products

Contractor shall assure, pursuant to Public Law 103-333, §507, to theextent practicable, that all equipment and products purchased withfunds made available under this Agreement shall be American made.

(19) Contractor shall administer this Agreement in accordance with OMBrequirements contained in the following Circulars: Common Rule,Subpart C, for public agencies, or 2 CFR 215 for nonprofitorganizations.

B. Statutes and Regulations Applicable To This Particular Grant

1. Contractor shall comply with all applicable requirements of state and federal laws,executive orders, regulations, program and administrative requirements, policies andany other requirements governing this particular grant program. Contractor shall

Page 20 of 22

(

comply with new, amended, or revised laws, regulations, and/or procedures that applyto the performance of this Agreement. These requirements include, but are not limitedto:

a. The Housing and Community Development Act of 1992 (42 USC §5301 etseq.) as amended, 24 CFR parts 84,85,500 et seq.

b. Contractor shall comply with the provisions of the California Child Abuse andNeglect Reporting Act, CA Penal Code §11164 et seq. and specifically§§11165.7, 11165.9, 11166.'

Statues and Regulations Applicable to all HUD Funded A9{~~:~t:~c"C.

1./tVO:":(',n:\),

Equal Access to HUD-Assisted or Insured Ho'~si;;g -c

(a) Eligibility for HUD-Assisted or Insu~ed Housinq:,.«:.:',::','" -»

A determination of eligibilit~Jbrhou~ing that is assisted by I:iUD or subject to amortgage insured by the Federal Housing Administratioh.JFHA) shall be madein accordance with )~,!l~eligi~ility requit.ements provided for$!:l.c~·p;dgram byHUD, .endsuch houslOg'~~~1Ir:nemaq~al(.allable without rega~d.to actual orperceived sexual onentatloQ;,gender1dentltx, or marital statL!s/The terms"sexual orientation" and "gen'd!\!f id~ntity" are defined in 24 CFR §5.100.

'«8'/";'::/:-:)Prohibiti«,n of Inquiries on SexuaI0~i.ent~tion or Gender Identity:

,:tor of HUD-assisted or HLiD-insured housing,

ortgage insuran,.ceprogram, nor any (or anynt of HUD fupJ:!smay inquire about the sexual

orientation or gender' ity of an.·applicant for, or occupant of, HUD-assistedhousing or hou~ing, . e financingisciiisured by HUD, whether renter- or

:.:~: . ·.o"'!nelr-o(:culpie,d,'for(the purpose o~determining eligibility for the housing orrwise making 'h,ousing available.

:'0:""\

prohibition on in'qtliries regarding sexual orientation or gender identity:'>.... not prohibit an indiyuJual from voluntarily self-identifying sexual.~ .'..... ationor g"l}dl?~ifentity. This prohibition on inquiries does not prohibit

~ '~rtou~~~~~~ra~~?ont:~j~i~~~~~1 ~~~~~~~;~~~:~~~~:~~~ ~~~I~~~~~:fvided'iilVO ~s the sharing of sleeping areas or bathrooms, or inquiries made for the

p .of.determining the number of bedrooms to which a household may beenti)The term "household" is defined in 24 CFR §570.3.

i.</

(b)

cal Taxes

§417

j

State arla;!local taxes shall be the responsibility of the Contractor as an independent._"':·f:/

~fas a City employee.

atents and Copyrights

A. Reporting Procedure for Inventions

If any project produces any invention or discovery (Invention) patentable or otherwise underTitle 35 of the U.S. Code, including, without limitation, processes and business methods madein the course of work under this Agreement, the Contractor shall report the fact and disclosethe Invention promptly and fully to the City. The City shall report the fact and disclose theInvention to the Grantor. Unless there is a prior agreement between the City and the Grantor,the Grantor shall determine whether to seek protection on the Invention. The Grantor shall

Page 21 of 22

determine how the rights in the Invention, including rights under any patent issued thereon, willbe allocated and administered in order to protect the public interest consistent with the policy("Policy") embodied in the Federal Acquisition Regulations System which is based on Ch. ,18of title 35 U.S.C. Sections 200 et seq. (Pub. L. 95-517, PUb. L. 98-620, 37 CFR part 401);Presidential Memorandum on Government Patent Policy to the Heads of the ExecutiveDepartments and Agencies, dated 2/18/1983; and Executive Order 12591, 4/10/87, 52 FR13414,3 CFR, 1987 Comp, p. 220 (as amended by Executive Order 12618,12/22/87,52 FR48661, 3 CFR, 1987 Comp., p. 262). Contractor hereby agrees to be bound by the Policy, andwill contractually require its personnel to be bound by the Policy.

B. Right to Use Inventions«,;

City shall have an unencumbered right, and a non-ex5Iq~i)i~;>irrevocable, royalty-free license,to use, manufacture, improve upon, and allow oth~r~>to do/§p>(or all government purposes,any Invention developed under this Agreement.' '

C.

',,\

/('" \0/«;~;.<>'''' ,.",;:';'\.<'::,.,,",/ '•.:c'::)',,'.>

Unless otherwise provided by)he'terms of the Grantor or ofthis Agreement, whencopyrightable material (Material) Is.developed·under this Agreement, lheauthor or theCity, at the City's discretion, may copyright the Material. If th~ City declines tocopyright the Material, the City shall. have an' unencumbered right, and a non-exclusive, irrevocable, royalty-free license,: to use, manufacture, improve upon, andallow others to so for all government pu'rppses, any Material developed under thisAgreement.

Copyright Policy

1.

2. The Grantor .nave an: inencumberad right,' andca non-exclusive, irrevocable,royalty-free license, improve upon, and allow others to do so forall governlnm~~e:~nl~ta~::d:~~~::', developed under this Agreement or anyCopyright p

3. • (~onltral~torshall comply witrl24 CFR

D.

1. unlimited rights or copyright license to any data'~:~~~W~fJ~~~:~!!~!'~~~~i~;~~this Agreement. "Unlimited rights" means the right toderivative works, distribute copies to the public, and

or permit others to do so; as required by 48 CFR 27.401.are not produced under this Agreement or are published

@IPyrighteclq,jtll,witt the notice of 17 U.S.C. Section 401 or 402, the Grantor acquirescopyright license as set forth in 48 CFR 27.404(f)(2) instead of

(48 CFR 27.404(a)).

2. O~~~r~i:~~t~Binding on Subcontractors: Contractor shall require all subcontractors toto with the obligations of this section by incorporating the terms of this section

subcontracts.

E.

1 Except where City/State has agreed in a Signed writing to accept a license, City/Stateshall be and remain, without additional compensation, the sole owner of any and allrights, title and interest in all intellectual property, from the moment of creation,whether or not jointly conceived, that are made, conceived, derived from, or reducedto practice by Contractor or City/State and which result directly or indirectly from thisAgreement.

2. For the purposes of this Agreement, Intellectual Property means recognizedprotectable rights and interest such as: patents (whether or not issued,) copyrights,

Page 22 0122

\ (

trademarks, service marks, applications for any of the foregoing, inventions, tradesecretes, trade dress, logos, insignia, color combinations, slogans, moral rights, rightof publicity, author's rights, contract and licensing rights, works, mask works, industrialdesign rights, rights of priority, know-how, design flows, methodologies, devices,business processes, developments, innovations, good will any data or informationmaintained, collected or stored in the ordinary course of business by City/State, andall other legal rights protecting intangible proprietary information as may exist nowand/or hereafter come into existence, and all renewals and extensions, regardless ofwhether those rights arise under the laws of the United States, or any other state,country, jurisdiction. .

::'if',':?f>""":".J,\>3. For the purposes of the definition of Intellectua!;:.~roperty, "works" means all literary

works, writings and printed matter, including t~~f~~~i.umby which they are recordedor reproduced, photographs, art work, pict~fi~lyand··gf§lg9ic representations and worksof a similar nature, film, motion pictures;<i;li§jital imag~~;)!>nimation cells, and otheraudiovisual works, including positives~n? ri-e!il"tives ther~.9f'i.~ound recordings, tapes,educational materials, interactive vig~.9Si"qpniputer softwar~.;~n? any other materialsof products created, produced,.~9rlceptuafized and fixed ini;;jl.··;,~ngible medium ofexpression. It includes pr",.Umiriary and final products an . materials andinformation developed for tPewp'l,irposes Of~rQducing those fin yc;t~. "Works",........... .... . ...;/.does not include articles" sub to P~~L review or refer ,c;e Journals orindependent research projects. .•.". . /?ii'f/""'ii~ ./

<!§iO:;:;X;\'m:":Y/4. In the performance of this Agreement, 'C~pi.~~ctor may exercise and utilize certain of

its Intellectual PtQg",~y in existence pri6f0~8ii'.tgeeffective date of this Contract. Inaddition, under 't.!li.l!)i:iu reement, Contracto{,;i)1"y access and utilize certain ofCity's/State's Intefl\l;~tQ I?",rty in existenCe':Ji~fciHr)tothe effective date of thisContract. Except a~".. i~ t forth herein,fJ;.C6ntractor shall not use any ofCity's/State's Intellect~:,,1Prope i.Q~isting or?tfereafter existing for any purposeswithout the prior writteti~~ermi~~f;~~~~t~t2-(i 'Except as otherwise set forth herein,

,. f ..,Contractor nor ~I!~!:~}a!e shall gl\(~;j1ny ownership Interest In or rights to Its;tijiJ •.~,,!Property to t!lr other Part~!7 If, during the term of this Agreement,...)sf Contf !l?~,~ccesses any tfj.i,~p-partyIntellectual Property that is licensed to City/State,

;;1';·:;;'v. Contrac'tqr:;i~grees to abide 'b'y, all license and confidentiality restrictions applicable toJ;>'~~~.i~~/Stat~i~7 the third-partY'SIi~~~~e agreement.

5. ""~9Pfrr~?jc) . t C:9Pp.ll(ate with City/State in establishing or maintainingCitV!~t~!", s e .. Jsf(n the Intellectual Property, and in assuring City's/State'ssole"'t{~.9~l!\against th !parties with respect to the Intellectual Property. If theContract9f!(.~ll!ers into any agreements or subcontracts with other parities in order to

rm tfjii;,,~p.Pt[~()t, Contractor shall require the terms of agreement(s) to include alllectual PI,~per(y provisions herein. Such terms must include, but are not limited'~ subcpJ1lrlictor assigning and agreeing to assign to City/State all rights, title and

in " t in Intellectual Property made, conceived, derived from, or reduced to practiceby'if~~ subcontractor, Contractor or City/State and which result directly indirectly fromthi$.!..Contract or any subcontract.

/»7,:"",:.,"1

<?fife requirement for the Contractor to include all Intellectual Property Provisions in allbcontracts that are for customized and on-the-job-training as authorized under 20

CFR 663.700-730.

7. Contractor further agrees to assist and cooperate with City/State in all reasonablerespects, and execute all documents and, subject to reasonable availability, givetestimony, and take al further acts reasonably necessary to acquire, transfer, maintain,and enforce City's/State's Intellectual Property rights and interests.

F. Retained RightS/license Rights

Page 23 0122

G.

-:

2.

H.

1. Except for Intellectual Property made, conceived, derived from, or reduced to practiceby Contractor or City/State and which result directly or indirectly from this Agreement,Contractor shall retain title to all of its Intellectual Property to the extent suchIntellectual Property is in existence prior to the effective date of this Contract.Contractor hereby grants to City/State, without additional compensation, a permanent,non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual, non-terminablelicense to use, reproduce, manufacture, sell, offer to sell, import, export, modify,publicly and privately display/perform, distribute, and dispose of Contractor'sIntellectual Property with the right to sub-license through multiple layers, for anypurpose whatsoever, to the extent it is incorpora\~~)!i\~ the Intellectual Propertyresulting from this Agreement, unless Contractor a~§lgnsei)l,rights, title and interest inthe Intellectual Property as set forth herein. • •':,;,·.·....·..·..·.·.:..>0,<•....;..<>:: .••:.:e.,.:.:>Nothing in this provision shall restrict, limit, ?ry?thef1l\li!~"~)preventContractor from usingany ideas, concepts, know-how, methodoI6~X: or tecnni9~)~ related to its performanceunder this Agreement, provided thatSpntraBtor's use<q.g;~~!>notinfringe the patent,copyright, trademark rights, license .g;(pth~r Intellectual Prop~~¥>rights of City/State orthird-party, or result in a breacg!9rdefau~ of any provision~/!~jl,rein or result in abreach of any provisions of law.relating to confidentiality. ",.

/.-'::,":"" .'.

2.

Copyright

1. Contractor agrees that for purposes of copyright law, all works made"by or on behalf of'Contractor in connection with Contractor's. performance of this Contract shall bedeemed 'worksfor .hire". Contractor further·agrees that the work of each personutilized by Contractor in connection with tlie performance of this Contract will be a"work made for hire"i.whether.that person is an employee of Contractor or that personhas entered into an agreement"witt) Contractor to Perform the work. Contractor shallenter into a written agreement -.yith any such person that: (i) all work performed forContractor shall be de"efned ~/"~brk made for hire" under the Copyright Act; and (ii)that person shall assign all/rignt, title, and interest to City/State to any work product

:made, conceived, derived from or reduced to practice by Contractor or City/State andwhich result directly or indirectly from this Contract.

"All materials, including, but not limited to, computer software, visual works or text,reproduced prodistributed pursuant to this Agreement that include Intellectual Propertymadeucpnceived, derive.d frpm, or reduced to practice by Contractor or City/State andwhi9h result directly or indirectly from this Agreement may not be reproduced ordisseminat\ld without prior written permission from City/State.,...•.......•.•.... ,.

resP!l'St.t:oinventions made by Contractor in the performance of this Contract, which didresearch and development specifically included in the Agreement's scope of

r.nntr,'RI,,, hereby grants to City/State a license for devises or material incorporating, orrnrourrn the use of such inventions. If such inventions result from research and

~ai~:;~~I~.~fs~w~~orkspecifically included within the Agreement's scope of work, then Contractor"""~ to City/State, without additional compensation, all its rights, title and interest

inv"'ntinn,~and to assist City/State in securing United States and foreign patents

I. Third-Party Intellectual Property

Except as provided herein, Contractor agrees that its performance of this Agreement shall notbe dependent upon or include any Intellectual Property of Contractor or third-party withoutfirst: (i) obtaining City's/State's prior written approval; and (i) granting to or obtaining forCity's/State's, without additional compensation, a license, as described in §516F.3 above, forany of Contractor's or third-party's Intellectual Property in existence prior to the effective dateof this Agreement. If such a license upon these terms is unattainable, and City/State

Page 24 of 22

(

determines that the Intellectual Property should be included in or is required for Contractor'sperformance of this Agreement, Contractor shall obtain a license under terms acceptable toCity/State.

J. Warranties

1. Contractor represents and warrants that:

It has secured and will secure all rights and licenses necessary for itsperformance of this Agreement. Neither Cgnln~9tor's performance of thisAgreement, nor the exercise by either ~.~~Y"df'!Q,e rights granted in thisAgreement, nor any use, reproduction, n;).~·~I:lfacture,sale, offer to sell, import,export, its modification, public and pri.~a~K'!'di lay/performance, distribution,and disposition of the Intellectual P,~9plrtyirn ' conceived, derived from, orreduced to practice by Contractor},?r City/Sf •.,0~pd which result directly orindirectly from this Agreemegl>'fifl'<ipfringe uPO!l!',9F.violate any IntellectualProperty right, non-discIOSYX~tobligiltion, or other·pr~p.\i~tary right or interestof any third-party or entity;now exis'tihg under the lalils,BfiSf hereafter existingor issued by, any stat~f(!1fe United ~tates, or any foreigp88Hntry. There arecurrently no actuaI8Ftn[~~tened claifl)~ by any such third~p.~~y,pased on analleged violation ofanY'sl!c~~0rl?ht bY~~n~[actor. 'iif;>'o'

'~"::?"i-;-,:->",/.;;/ ,.A - ,;: eVNeither Contractor's performa.!)$~f!JOr any part of its performance will violatethe right of privacy of, or cons1if~!~" libel or slander against any person orentity. \;'!" ",;' .

It has se;~[l~f~ secure all ri~h:~:and licenses necessary for IntellectualProperty, in~IBd not limited to, consentS, waivers or releases from allauthors or m~~ic or ITS ces usedv~nd talent (radio, television, andmotion pictureC1,\,lent)'i,)l>1iV'" ffi"anY'Anterest in and to real estate, siteslocations, propel:f\t\9~props th 'aY!bil used or shown.

<jii'Zs,,~('g~~I}Jih~~ '0;!?" illY/ ti not granted\~rd shall not grant to any person or entity any right that

or might derdg~te, encumber, or interfere with any of the rights grantedy/State in this Agreement.

\:iY0'y/B.~.r8I?Xi~l~,~xsfemsand controls in place to ensure that state funds will"'use.l:!YJJi!l'IX,Ylil' performance of this Agreement for the acquisition,

'<:A<'iijp!lral,ionor maintenance or computer software in violation of copyright laws.

V-y·:>::,;};\'{;:OD;)-,;';

Ci!\t(,~tate make no warranty that the intellectual property resulting from this sub-grantAgr~ement does not infringe upon any patent, trademark, copyright or the like, nowe~l$ring or subsequently issued.'/J!!Y

't~al Property Indemnity

2.

K.

a.

b.

c.

~~~~!'~!i~~~;~~~i'~~Ofany outstanding claims, licenses or other charges,of any kind or nature whatsoever that could affect inperformance of this Agreement.

Contractor shall indemnify, defend and hold harmless City/State and its licensees andassignees, and its officers, directors, employees, agents, representatives, successors,and users of its products ("Indemnities") from and against all claims, actions,damages, losses, liabilities (or actions or proceedings with respect to any thereof),whether or not rightful, arising from any and all actions or claims by any third-party orexpenses related thereto (including, but not limited to, all legal expenses, court costs,and attorney's fees incurred in investigating, preparing, serving as a witness in, ordefending against, any such claim action, or proceeding, commenced or threatened)to which any of the Indemnities may be subject, whether or not Contractor is a party to

Page 25 0122

§418

any pending or threatened litigation, which arise out of or are related to: (i) theincorrectness or breach of any of the representations, warranties, covenants oragreements of Contractor pertaining to Intellectual Property; or (ii) any IntellectualProperty infringement, or any other type of actual or alleged infringement claim, arisingout of City's/State's use, reproduction, manufacture, sale, offer to sell, distribution,import, export, modification, public and private performance/display, license, anddisposition of the Intellectual Property made, conceived, derived from, or reduced topractice by Contractor or City/State and which result directly or indirectly from thisAgreement This indemnity obligation shall apply irrespective of whether theinfringement claim is based on a patent, trademark or(9PRyright registration that wasissued after the effective date of this Contract «pity/State reserves the right toparticipate in and/or control, at Contractor's exp~qse, anysuch infringement actionbrought against City/State. / co '"

2. Should any Intellectual Property licensed~>,the C6ntr<l;qtpr to City/State under thisAgreement become the subject of;ilQ Int.\,lIectual· Prpp.till1Y infringement claim,Contractor will exercise its authcwi.tyrailsonably and inXSlBpd faith to preserveCity's/State's right to use the Ii~~.bsed Intellectual Propertyi();i~.9pordance with thisAgreement at no expense to G.i.\¥fState. City/State shall have tha/.9~Qtto monitor andappear through its own couQ~IJil\.Gontract6['~ expense) in any SU811!if;;l.ilimor action.In the defense or settlement of thtil.fql.flim,Con)rilc:.\pr may obtain the riglJtfor City/Stateto continue using the licensed Intelitilc:tYi\I~fPperty •..or replace or mpdify the licensedIntellectual Property so that the replace.•q:ipr modified Intellectual Property becomesnon-infringing provided that such replacel)"ltiln! or modification is functionally equivalentto the original 1iC;7n~7dIntellectual PropertY,!i ..}f such remedies are not reasonablyavailable, City/StflI7iXl)"l.i\X be entitled to a\til!Hnd of all monies paid under thisAgreement, without:f,~s!ript!8.1")..Rr limitation of anY/:.Rtrwjrights and remedies availableat law or in equity.' '

Contractor agrees thaf;~ilmag"\,~~lg~~;~qpl('jR~'i~adeqUate to compensate City/Statef9r;.Br\,~ch of any term 0f"+q~~e Inteliectufl.J:~roperty provisions herein by Contractor.COn![il9!8racknowledgesy!ty/State wouldsutter irreparable harm in the event of such;<1'/ breachJilq~ agrees City/Stille shall be entitled to obtain equitable relief, including

;/i:;Yii> withoutlj.l)"litation an injuh<;!ipn, from a court of competent jurisdiction, without

'(/!~r~~tricti05iW~li:itation of any oiwycrights and remedies available at law or in equity.

Living Wage brdil';)ll1ge.an!l:seryi<;a,gont~actor Worker Retention Ordinance.

3.

" ~..-

//"':':::A. \.I.~l~~.~otheiWi~~:~xempt in accordance with the provisions of this Ordinance, this contract issi.Jl?j~c:t0·.tothe appliS1i\bleprovisions of the Living Wage Ordinance (LWO) , §10.37 et seq. ofthe . Lp~f&ngelesJl,dmipi~lrative Code, as amended from time to time, and the ServiceContrac\pr,'YVorker R71~ntion Ordinance (SCWRO), §10.36 et seq., of the Los AngelesAdministrfltiye coce.as amended from time to time. The Ordinances require the following:

1. Ccin\~actor/Consultant assures payment of a minimum initial wage rate to employeesas'.<:I.rfinedin the LWO and as may be adjusted each July 1 and provision of benefitsa§pefined in the LWO;

2. Contractor/Consultant further pledges that it will comply WIThfederal law proscribingretaliation for union organizing and will not retaliate for activities related to the LWO.Contractor/Consultant shall require each of its Subcontractors within the meaning ofthe LWO to pledge to comply with the terms of federal law proscribing retaliation forunion organizing. Contractor/Consultant shall deliver the executed pledges from eachsuch subcontractor to the City within ninety (90) days of the execution of theSubcontract. Contractor's/Consultant's delivery of executed pledges from each suchSubcontractor shall fully discharge the obligation of the Contractor/Consultant tocomply with the provision in the LWO contained in §10.37.6(c) concerning compliancewith such federal law.

Page 26 0122

Any Subcontract entered into by the Contractor/Consy.lr~p.\ relating to this Agreement,to the extent allowed hereunder, shall be subjecttq>.!hErpr9visions of LWO and theSCWRO, and shall incorporate the "Living Wa9;i!j:)fdinance and Service ContractorWorker Retention Ordinance" language. ,.c~)';g'lli!!~;Contractor/Consultant shall comply with alli<Hl~s, regiiY~~Q~ and policies promulgatedby the designated administrative agengy, whiQh may be'a{rn~I1Qedfrom time to time.

B. Under the provisions of §10.36.3(c) and~~;8/~7.5(2) of the Los An~~i~~!~~ministrative Code,the City shall have the authority, und~r:~ppropriatecircumstances, to teJm:\p~te this contractand otherwise pursue legal remedi~,s{t~iil.Lmay be '~¥ailable if the City' ctilt~tl1]i):i~s that thesubject Contractor/Consultant has vi6latiiq!l~r9visions!i>.~ime LWO and the SC\l)iRO.

'\~<Yi':i~;:~(>",i;(q':.G;>"'s<:<~ llYC. Where under the LWO §10.37.6(d), the deslg0.~~~~>administrative agency has determined (a)

that the Contractor/Consultant is in violation oftfj~i~xyo in having failed to pay some or all ofthe living wage, and (b)\!~~Lsuch violation has gbn~!~8cured, the awarding authority in suchcircumstances may impol:(~~1mR:9i;Sotherwise due'tti'R~?ntractor/consultant in accordancewith the following proced\y[e~t':;;;/K,lmeoundment shall;0m;,~Jy;that from monies due theContractor/Consultant, the a'iV~rdirigi:~~!gW!!Y may deduct;gtge' amount determined to be dueand owing by the Contractor/Cgnsultant<!2i'il!! 10yees,/ySuch monies shall be placed in theholding account referred to in\~Y"O §1Jli37,d>aisposed of under procedures theredescrib~9;' gh final and biQ!ll!),~Varbitratio her the Contractor/Consultant is tocontinJ:(!t£ lIowing an impio)\inctment shall f ain in the unfettered discretion of theal!){~d'rng au,;!: The Contra¢tgr/Consultant vmay not elect to discontinue work either\~~.~i~ethere \.,~!,been an impo\!l1dment or because of the ultimate disposition of the

(7tmp'~~9f8ent by m; arbitrator. . Vi"~;;'%:\;;,;;>- f(,',\SJ' "e/

Earned Income\'*~~}i~edit ':'0;;.,/:4;;U;;}:7'... is S;;bje¢t:th~'prOViSjdrs/ of §10.37.4 of the Los Angeles Administrative Code,

• ers to\i~f'. employees making less than Twelve Dollars ($12.00) per hour of their. feder" dflncome Tax Credit (EITC). Employers must further make available

,ms requ secure advance EITC payments from employers.

§419

( (

3. The Contractor/Consultant, whether an employer, as defined in the LWO, or any otherperson employing individuals, shall not discharge, reduce in compensation, orotherwise discriminate against any employee for complaining to the City with regard tothe employer's compliance or anticipated compliance with the LWO, for participating inproceedings related to the LWO, for seeking to enforce his or her rights under theLWO by any lawful means, or otherwise asserting rights under the LWO.Contractor/Consultant shall post the Notice of Prohibition Against Retaliation providedby the City.

4.

5.

1N:':';;'l:'!Unless oth~~ise exempted in accordance with the provisions of the Equal Benefits Ordinance

BO) §1,9i8.2.1 of the Los Angeles Administrative Code, this Contract is subject to the. ("of the EBO as amended from time to time.

B. the performance of the Contract, the Contractor/Consultant certifies and representsth the Contractor/Consultant will comply with the EBO. The Contractor/Consultant agrees topost the following statement in conspicuous places at its place of business available toemployees and applicants for employment:

"During the performance of a Contract with the City of Los Angeles, theContractor/Consultant will provide equal benefits to employees with spouses and itsemployees with domestic partners. Additional information about the City of LosAngeles' Equal Benefits Ordinance may be obtained from the Department of Public

Page 27 of 22

Works, Bureau of Contract Administration, Office of Contract Compliance, EqualEmployment Opportunities Enforcement Section at (213) 847-1922."

C. The failure of the Contractor/Consultant to comply with the EBO will be deemed to be amaterial breach of the Contract by the Awarding Authority.

If the Contractor/Consultant fails to comply with the EBO the Awarding Authority may cancel,terminate or suspend the Contract, in whole or in part, and all monies due or to become dueunder the Contract may be retained by the City. The City may also pursue any and all otherremedies at law or in equity for any breach. «Pil>",Failure to comply with the EBO may be used as evidenCe;~g~inst t~~Contractor/Consultant inactions taken pursuant to the provisions of Los Anger~~jJ.\('jministrative Code §10.40 et seq.,Contractor Responsibility Ordinance. " ' '\,

/ >,itYi!;;>""

If the Office of Contract Compliance determi9rr~ thata Contract9r(~.pnsultant has set up orused its Contracting entity for the purpose/9fi:ev!i!('jing the intentot;\~b'7 EBO, the AwardingAuthority may terminate the Contract on .R~Nllf of the City. Violationqfi!hJ~ provision may beused as evidence against the Con.!r~ctor/Consultant in actions takEl,;rl!iiRursuant to theprovisions of Los Angeles Admini§!fll.ti¥!~.Code §1Q.,40 et seq., Cont"agI9~!;8esponsibilityOrdinance. .", '"

D.

E.

F.

§421 Contractor Responsibility Ordinance

Unless otherwise exempt in accpr9!lpce with the provisiohS:;P/'ithe Ordinance, this Contract is subjectto the provisions of the Contractorgrr~1?9q~ibility Ordinance,§1g;~2 et seq., of Article 14, Chapter 1 ofDivision 10 of the Los Angeles Administrll.liM~;5(_9de,which requir!(,~t:§.pp.fractor/Consultant to update itsresponses to the responsibility que~t!onnair70~.imip thirty calen9!jFdays after any change to theresponses previously provided if such.chanqe wq.Hlp,,~ft~8tContraptor's/Consultant's fitness and abilityto continue performing the contract. In..'!jccor9.~ncew~r::t\1.~.'P.FOViSiOnsof this Ordinance, by signingthis Contract, C.9lJ\r!lQ\pr/Consultant pletlg7~0:tinder pen~liwof perjury, to comply with all applicablefederal, stat7<~ndI9<::§l1}..I!lwsin the perfcw.r:nanceof thiscontract, including but not limited to, lawsregarding 9rr?llth and s~fEl,;\Y!labor and emP.l.pyment,wage and hours, and licensing laws which affectemploYrrrr:'~:j[.he ContraCt.pr/Consultant furth~ragrees to: (1) notify the awarding authority within thirtycalendardaX~<!jfter receiving notification that!!lpwgovernment agency has initiated an investigationwhich may res.qJ.~iQa fip.9ipgmll.t the Contraqtor/Consultant is not in compliance with all applicablefederal, state ah~.;!88.!jI':.law~".ip,.R~~qHn~.~9.rr/ofthis contract; (2) notify the awarding authority within!,!,!it!¥*g~.I~pdardays'qf:!jll findingsbYY?I/gqyernment agency or court of competent jurisdiction that the

/' Contrat:!qr!8qQsultanhl'l.?I.~.,yiolated the provisions of §10.40.3(a) of the Ordinance; (3) ensure that its,/ subcontrac!q[\~),.as defin.~.~':i9the Ordinance, submit a Pledge of Compliance to awarding authorities;

,/ and (4) ensure:th~' its subcon.tr~t:tor(s), as defined in the Ordinance, comply with the requirements of.: the Pledge of Cpr9pliance an9;the requirement to notify Awarding Authorities within thirty calendar

, days after any goy~rnment agency or court of competent jurisdiction has initiated an investigation or.'h~s found that ther~ubcontlactor has violated §10.40.3(a) of the Ordinance in performance of thesubcontract.

§422<..••,'.':•••••',>,.,::/:,'

SlilVery'Q,iscloslJre Ordinance'> .,

This contract ~ay be subject to the Slavery Disclosure Ordinance as codified in the Los AngelesAdministrative Code §10.41 et seq. in the future. If so, Contractor will be notified of the applicabilityby the City.

§423 Restriction on Disclosures

Any reports, analysis, studies, drawings, information, or data generated as a result of this Agreementare to be considered as confidential. Such information shall not be made available to any individual,agency, or organization except as provided for in this Agreement or as provided by law.

Page 28 of 22

§424

§425

( (

Child Support Assignment Orders

This Contract is subject to §10.10 of the Los Angeles Administrative Code, Child SupportAssignment Orders Ordinance. Pursuant to this Ordinance, Contractor/Consultant certifiesthat it will (1) fully comply with all State and Federal employment reporting requirementsapplicable to Child Support Assignment Orders; 2) that the principal owner(s) ofContractor/Consultant are in compliance with any Wage and Earnings Assignment Orders andNotices of Assignment applicable to them personally; (3) fully comply with all lawfully servedWage and Earnings Assignment Orders and Notices of !}~~igpmerit in accordance withCalifornia Family Code §5230 e/ seq.; and (4) maintain su "ompli!ilnce throughout the termof this Contract. Pursuant to §10.1O.b of the Los An Administrative Code, failure ofContractor/Consultant to comply with all applicable f,li ..,/ .... requirements or to implementlawfully served Wage and Earnings Assignment 9~qers'aq~;i;~otices of Assignment or thefailure of any principal owner(s) of Contractor/c:().~sultant·tQsg~rrply with any Wage andEarnings Assignment Orders and Notices of ~~~ighrl]ent appliba~'~lo them personally shallconstitute a default by the Contractor/cons~lt!ilnt{urd'er the terms·C!t\~h,i~Contract, subjectingthis Contract to termination where SUC..hee f.!iI!iliJilire shail.continue for m6i~!\~ !iI..•....n ninety...(90) daysafter notice of such failure to Contract9r4(fonsultant by City. Any subcd'1tra§!.entered into bythe Contractor/Consultant relating t().th,i~;:8ontract, lo!he extent allowed'h~t~~99'er, shall besubject to the provisions of this paragra~~'2jilpd shalli,igc..prporate the provi~!~t\s of the ChildSupport Assignment Orders Ordinance. /<r,~~J'.ur~«Qf·thEl.Contractor/Consiiltant to obtaincompliance of its subcontractors shall constitci!~~;(jefault by the Contractor/Consultant underthe terms of this contr!ilct, subjecting this COht~8b to termination where such failure shallcontinue for more than nillElty (90) days after noti6eZ9flll!.ch failure to Contractor/Consultant bythe City. 'liYi':;i'Sji, ...Contractor/Consultant sha;i%~~~~iY£Wifh,;ilP~Child su~~q~~~~~Pliance Act of 1998 of theState of California Employme'i1!;pevelOp'1l"liQ~:Ge~rtmen\,6iContractor/Consultant assures thatto the best of its knowledge iti!l~ full¥2~ofTrr:W 'Jhe earnings assignment orders of allemploy is providing th~\j:),~~s of employees to the New Hire Registrymain$~. "'i' mployment G~~elopment GeR, ment as set forth in subdivision (1) of theP4~I(c Contra. 7110. "J:,hf:;.H':\"'~G; \'

Contra2tor~.~~r.sonnel) ./'\' ";;'~

Contractor shaucation t. ntra

ing t

A.

B.

\;

i'}f~WhO are qualified for this assignment by experienceer this Agreement. In the event anyone is replaced or

notify the' writing, within five (5) days after termination, and providecement employees' work and educational experience and qualifications.

!.nsibillitY of ContractorI;P::lt,i

tor warran\~i'that the work performed hereunder shall be completed in a manner consistentElSSional!~J~ndards practiced among those firms within Contractor's profession, doing the. . .Workunder the same or similar circumstances.,v

A. C . tor hereby certifies that by signing this Agreement, Contractor and subcontractor staffworking with youth, either as employees or volunteers, who have a supervisory or disciplinaryauthority over minors must be fingerprinted and pass the background check, as required byCalifornia Penal Code §11105.3 and California Education Code §45125.1 and §10911.5.Fingerprinting and a background check may be required of other staff and volunteersdepending upon how much contact the staff member will have with minors. The Contractorshall be responsible for obtaining security clearances for staff whose duties require a sufficientlevel of interaction with youth.

Page 29 of 22

B. Contractor hereby certifies that by signing this Agreement, Contractor shall have tuberculosis(TB) tests completed on any staff member working with youth.

C. Contractor shall maintain proof of Security Clearance and TB tests of all staff, including thoseof the subcontractors, and make these records available for future inspection.

§427 First Source Hiring Ordinance

Unless otherwise exempt, this contract is subject to the applicable provisions of the First Source HiringOrdinance (FSHO), Section 10.44 et seq. of the Los Angeles Admini~n;~live Code as amended fromtime to time. A:0:" ''>", ..

s:A. Contractor shall, prior to the execution of theq9Q\~~}j\, provide to the Designated

Administrative Agency (DAA) a list of anticiPated7~llloYm.~fl:1),opportunities that Contractorestimates it will need to fill in order to perform the s~rvices under:tbe contract.

120 .. ~CS)i,.. '<r:&·fi·;:·tti:~B. Contractor further pledges that it will, durin.~nfhet"1f~·:Of the confra~~g2J~) at least seven (7)

business days prior to making an an~~\!ncemeht of a specific eQ:)'RJ~ymentopportunity,provide notifications of that emplo¥!;t1ent opportunity to the Cornr:t'!.~qi\Y DevelopmentDepartment (CDD), which will referi.-(\l~l~pals for in'~\"iew; (2) interviewq~~Jj.fi7pi:individualsreferred by CDD; and (3) prior tc9finhg;,~m¥ emplo¥8117ntopportunity, the0~ontractor shallinform the DAA of the names of the Reler(i!)J!3~s9grCEis~sed, the names/of the individualsthey referred, the names of the referred in<jivj94?(?~ho the Contractor interviewed and thereasons why referred individuals were not hired'<>"

"">'"C. Any subcontract entered i~to'by re Contractor relating, to _this contract, to the extent allowed

hereunder, shall be subjecUq th vi~ions of FSHO, a~d shall1ncorporate the FSHO .••.....'" :.':·.i:>'~~ -';':',,:::,';::',:;-,:?:): .•,:',-:'.';

\,;:}\, '-"':,:U:::(:ri,tt~>, ",i:)':<-'D. Contractor shall comply with all\rules, regulation!> and polIcies promulgated by the DAA, which

may be amended from time to lime. // ~.

Where unde!/tn:e pro~is-ion,sof Section 1o.~{;·of the Los Angeles Administrative Code the DAA hasdetermine)j/~hat the Contractor intentionally violated or used hiring practices for the purpose ofavoidingAhe\~SHO, that determination will be documented in the Awarding Authority's ContractorEvaluation,.re ired under/Los Angeles Administrative Code Section 10.39 et seq., and must bedocumented ch of the. Contractor's subsequent Contractor Responsibility Questionnairessubmitted under. ~Angeles'Administrative Code Section 10.40 et seq. This measure does not

. y's auth 'to act under the FSHO.".,::,;;::~>\

Under • vl!llons of Section 10.44.8 of the Los Angeles Administrative Code, the AwardingAuthority snal), uhQer appropriate circumstances, terminate this contract and otherwise pursue legalremedies that may'l;>e available .if the DAA determines that the Contractor has violated provisions of

~theFSHO. /:" .C<>mpliance With Loll Angeles City Charter Section 470(C)(121

The ~';;ntractor, Subcontractors, and their Principals are obligated to fully comply with City of LosAngefes .C,",ai}et 'Section 470(c)(12) and related ordinances regarding limitations on campaigncontributlons 'and fundraising for certain elected City officials or candidates for elected City office if thecontract is-valued at $100,000 or more and requires approval of a City elected official. Additionally,Contractohs required to provide and update certain information to the City as specified by law. AnyContractor subject to Charter Section 470(c)(12), shall include the following notice in any contract witha subcontractor expected to receive at least $100,000 for performance under this contract:

Notice Regarding Los Angeles Campaign Contribution and Fundraising Restrictions

As provided in Charter Section 470(c)(12) and relatedsubcontractor on City of Los Angeles Contract #'-;---c...--Section 470(c)(12), subcontractor and its principals are

ordinances, you are aPursuant to City Charterprohibited from making

Page 30 of 22

(

campaign contributions and fund raising for certain elected City officials or candidatesfor elected City office for 12 months after the City contract is signed. Subcontractor isrequired to provide to contractor names and addresses of the subcontractor'sprincipals and contact information and shall update that information if it changesduring the 12 month time period. Subcontractor's information included must beprovided to Contractor within ten (10) business days. Failure to comply may result intermination of contract or any other available legal remedies including fines.Information about the restrictions may be found at the City Ethics Commission'swebsite at http://ethics.lacity.org/orbycalling 2131978-1960.

JJi%:,s,Contractor, Subcontractors, and their Principals shall comply with t,g~JE!'rE!ql,\!rementsand limitations. Violation of this provision shall entitle the S!"fto terminate thisAgreement and pursue any and all legal remedies that may b VI! le,

§501 Defaults

5./'/' .

Should the Contractor fail for any reason to c,omRIYwith the.contractual obligatiwithin the time specified by this Agreement'Jna,~il§t;reserves th!iright to:

'~t)::;:;@i,;::,,, /:'1::':,;f@:t£,;':a. Reduce the total budget; ''''.' .. ' "

'( "r'o',

b. Make any chang ..~ in the general scope

Suspend project'~~'/ of \bis Agreement; or'. ,ei"'"

c.

d.

§502 Suspension

B.

the projectd·operations for failure by the Contractor tof this Agreement by giving written notice, which shall be

':&t.{\:.;·:<:the specificp'ions of noncompliance and the period provided for

A

. g days the Contractor shall reply in writing setting forth the correctivepdertjlken, subject to City approval in writing.

greement shall be automatically suspended without any notice fromthe dC\~ the Contractor is not fully insured in compliance with §413 (Insurance)mance shall not resume without the prior written approval of City.

§503

A Y to this Agreement may terminate this Agreement or any part hereof upon givinger party at least thirty (30) days written notice prior to the effective date of such

nation, which date shall be specified in such notice.

B. All property, documents, data, studies, reports and records purchased or prepared by theContractor under this Agreement shall be disposed of according to City directives.

C. In the event that the Contractor ceases to operate (i.e. dissolution of corporate status,declaration of bankruptcy, etc.) Contractor shall provide to the City copies of all recordsrelating to this Agreement.

Page 31 of22

D. Upon satisfactory completion of all termination activities, the City shall determine the totalamount of compensation that shall be paid to the Contractor for any unreimbursed expensesreasonably and necessarily incurred in the satisfactory performance of this Agreement.

E. The City may withhold any payments due to the Contractor until such time as the exactamount of any damages that may be due to the City from the Contractor is determined.

F. The foregoing Subsection B, C, D, and E shall also apply to activities terminating upon thedate specified in §201 or upon completion of the performance of this Agreement.

§504 Notices of Suspension or Termination

In the event that this Agreement is suspended or terminated, t9~;qRi?\r,actor shall immediately notify allemployees and participants and shall notify in writing all oth:!lt(partie§i,~Sl~tracted with under the termsof Agreement within five (5) working days of such suspensi6Qy6r termln~!.ign,

'':\.,"'\

c-,§505 Amendments ,::::.,::,,:::.:'::.,., .' "':'::c:. ":':',::.>::::.\\',::,"?.~::ii,;' '::":.'-'>

Any change in the terms of this Agreement, including changes in the services to be performedby the Contractor, and any increase or decrease in' t~e amount of compensation which areagreed to by the City and the Contractor shall be incorporated into this Agreement by a writtenamendment properly executed and signed by the. person authorized to, bind the partiesthereto. " ..

A.

B. The Contractor agrees tOP91'l1Plywith all future citX/8.irectives or any rules, amendments orrequirements promulgatedl:wtre.C;ity affecting this Agre~ment.

§506 WAIVERS

A. Waivers of the provisions of this Agreement must be in writing and signed by the appropriateauthorities of the City. , "

B.'-::-'::"::'>:" :' .. ,.,::::.::: ...,.:.:/ .. ,,-:,

N~ waiver by the City or breach of apy provision of these conditions shall be deemed for anypurpose to be a waiver or breach of any other provision, A party's performance after the other

..party's' default shall not be construed as a waiver of that default.>- ,::}:->" /:',:\"

6. ENTIREAGREEMENT

§/~{ Complete Agre~ment/,/

/' ">- This Agreement 'contains the' 'full 'and complete Agreement between the two parties. No verbalagreement nor conversation 'with any officer or employee of either party shall affect or modify any of

",the terms and conditions of this Agreement.

§602 N~ml?er of Pages and Attachments

ThiSA~r~~menti.s~xecuted in three (3) duplicate originals, each of which is deemed to be an original.This Agre~h)~nt:includes thirty three (33) pages, and six (6) Exhibits, which constitute the entireunderstand.iQg and agreement of the parties.

Page 32 of 22

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7. SIGNATURE PAGE

(

IN WITNESS WHEREOF, the City 01Los Angeles and the Contractor have caused this Agreement to be executed bytheir duly authorized representatives.

APPROVED AS TO FORM AND LEGALITY:

CARMEN A. TRUTANICH, City Attorney

By__ ~~~~~~~~ _Assistant/Deputy City Attorney

Date: _

ATIEST:

JUNE LAGMAY, City Clerk

By: _

Date: _

(Contractor's CorR9riiiS~

D-U-N-S® Number:

City Business License Nu r: «CityBusinessCode»

Internal Revenue Service ID Number: <dRSNum»

Executed this day 01 , 2013

For: THE CITY OF tos A~IGELES

_¥_day 01 "2013

Willdan Homeland SolutionsE. Bailey

0t;'~~~~~~~~.and CEO...... Homeland Solutions

«FirstSigner»«Title1stSigner»

By:_---,::--_=- _«SecondSigner»«Title2ndSigner»

Council File/CAO File Number: __ ; Date 01Approval: __

Said Agreement is Number -;--=-:-:-_,--01 City Contracts(<<T_Num»)

Page 330122

Form Gen 146 (Rev. 9/06)EXHIBIT A

Required Insurance and Minimum Limits

Name: Willdan Homeland Solutions Date: .,- _

Agreement/Reference: ;.o( ,,-!,T'-7N,,,u,,,m!!,,,:J,.)-;-:--:-_---::;:-:;:- __ -:;::--;---:-;-_--::-::--_--:-;-_-;--::-:-.Evidence of coverages checked below, with the specified minimum limits, must be submitted and approvedprior to occupancy/start of operations. Amounts shown are Combined Single ("CSLs"). For AutomobileLiability, split limits may be substituted for a CSL if the total per or exceeds the CSLamount.

Limits

Workers' Compensation - Workers' Compensation (WC) andEmployer's Liability (EL)

Harbor Workers

Statutory$1,000,000

D Waiver of Subrogation in favor ofCity

DD

General Liability

DD

Products/Completed OperationsFire Legal Liability

Sexual Mis,corldu~t

D Automobile Liability (for any and all vellicles1:0sE,dfdHfiis contract.other than commuting to/from work)

$_---

D $_---

D Property Insuranceby insurancecompany)

replacement. cost of buildl,rlg - as determined $--'----

FloodEarthquake

Boiler and MachineryBuilder's Risk

DD

$_-----

DD

Surety Bonds P<l'flilrrrrlcll~CeandPayment (Labor and Materials) BondsCrime Insurance

100% of the contract price$_----

Other: ___

Exhibit A Page 1

( (

EXHIBIT AINSTRUCTIONS AND INFORMATION

ON COMPLYING WITH CITY INSURANCE REQUIREMENTS

(Share this information with your insurance agent or broker.)

PERSON TO CONTACT Direct all correspondence, questions, requests r~~~,c::-;;~~:~::;~:-lfor additional forms, etc., to the contact person listed here or to thedepartment that administers your contract, lease or permit:

1. Agreement/Reference All evidence of insurance must identify the nature <lfJW5rof your business with the CITY. Clearly show any assigned number of a b.i.~'cb!'itract, Ieproject name and the job site or street address to ensure that your subq1~~~ wfU be propeof coverage and minimum dollar amounts specified on the Requi .~'lhsurai1ce and Minimu146) included in your CITY documents.

GENERAL INFORMATION

it, etc. or give theited. Provide the types

. sheet (Form Gen.

2. When to submit Normally, no work may begin until a CI /been obtained, so insurance documents should be submittedinsurance need not be submitted until a specific job has beenconstruction work may be submitted simultaneously with final plans and

nee cert;rl~~E! approval num ••;·~umber") has, as:iJ:itac~~able. For As-""eded Contracts,

. esign Professionals' coverage for news, but before construction commences.

3. Acceptable Evidence and Approval Electro ethod of submitting your documents.Track4LA ™ is the CITY's online insurance complia e experience of submitting andretrieving insurance information quick and easy. Th ned to be u arily by insurance brokers andagents as they submit client insurance certificates dire es the stllP ard insurance industry form knownas the ACCORD 25 Certificate of Liability Insurance in ~Ie. . . .8.~P™ advantages include standardized,universally accepted forms, s approval transatlibn if hour$',ij.ys per week), and security checks and

obtain approv~!~f your insura .... . to have your insurance broker or agentand follow tfl~*.lnstructions tb register and submit the appropriate proof of

\ \<i~0;"",.,,//"CORD 25 may be'~FePted. All Certificates must provide a thirty (30) days'

ent of "emium) AND an Additional Insured Endorsement namingpany or its designee. If the policy includes an automatic

e Certific st state the CITY is an automatic or blanket additional~dditional Named Insured and Loss Payee as Its Interests May Appear is.. .must be authorized by a person with authority to bind coverage,

ce underwriter.li;-;"

Certifi' ates and other Insurance Certificates:

• II insurancil'J' olicy which contains a thirty (30) days' cancellation notice provision (ten (10) dayspremiurl1£l!andadditional insured and/or loss-payee status, when appropriate, for the CITY.

45rJrfare also acceptable as interim evidence for up to 90 days from date of approval.•

Additional Insured Enda ements DO NOT apply to the following:

• Indication of compliance with statute, such as Workers' Compensation Law.

• Professional Liability insurance.

Exhibit A Page 2

EXHIBIT A - Cont.INSTRUCTIONS AND INFORMATION

ON COMPLYING WITH CITY INSURANCE REQUIREMENTS

Completed Insurance Industry Certificates other than ACORD 25 Certificates can be sent electronically(CAO.insurance.bonds@lacity.orn) or faxed to the Office of the City Administrative Officer, Risk Management (213) 978-7616. Please note that submissions other than through Track4lATM will delay the insurance approval process asdocuments will have to be manually processed.

/>Verification of approved insurance and bonds may be obtained by checking Track4~~T'1'1>~heCITY's online insurancecompliance system, at http://track4Ia.lacity.org. dj~7%

.~pwr4. Renewal When an existing policy is renewed, have your insurance broker 9:~~gef;1Y~Ht>mita new Acord 25 Certificatethrough Track4lATM at http://track4Ia.lacity.org or submit an Insurance Ind~~t,!~rCertifiq~l~pr a renewal endorsement asoutlined in Section 3 above. If your policy number changes you must also sub.Tit a ne;;:;"< 'i ional Insured Endorsementwith an Insurance Industry Certificate'fi@':> "k" "'"

/f;/"',;,:,::;, .' '<<< '>,:'::':/:::'/ .<~ _ "-"i,.:" .::.:J:

5. Alternative Programs/Self-Insurance Risk financing mechanj.~iPs such as Risk Retention' ".pGroups, off-shore carriers, captive insurance programs and ~~!t$j~surance p{t'grams are subjec<liter the CITY has reviewed the relevant audited financial sJ"te'V~gll?; To initii!lt~,a review of yourcomplete the Applicant's Declaration of Self Insurance fonm (htt :/lcaoilacit .or lriskilnsuranceForms.htthe City Administrative Officer, Risk Management for consideration, ''>, (7

s, Risk Purchasing.~jlte approvalm, you shouldto the Office of

6. General liability insurance covering your operations (and products, is required whenever the CITYis at risk of third-party claims which may arise out oLxour work or your ce or special event on City premises.Sexual Misconduct coverage is a required coverage when. the work perform~ o!ve~minors. Fire legal liability isrequired for persons occupying a portion of CITY premises. (lrifon:nation on two 'irfSurance programs, the SPARTAprogram, an optional source of low-cost insurance which, meets.the most minimum reqUirements, and the Special EventsLiability Insurance Program, which provides liability coverage for short-term.special events on CITY premises or streets, isavailable at (www.2sparta.com). or by calling (800) 420-055p>/ '~/?

7. Automobile liability insuravce'is requirE!d only when \;teQicles are used1n performing the work of your Contract orwhen they are driven off-r9.ad .pn CITY premises; it is not req~ired for simple commuting unless CITY is paying mileage.However, compliance willJ C~lifo~ia law requiring auto liability'i~s~r~~ce is a contractual requirement.

8. Errors and Omissions covera;)e,will be'specified on a projecf:by-project basis if you are working as a licensed orother professional. The length of the crairhs discovery'period J~quired will vary with the circumstances of the individual job.

<:,:r:;'(r:';I;:::,:t:}:::;i','I:,:\":,'--::-:~,::->,_ "'::"\'.:i"":;,::. . """"""":"·::··:·\(:'.:i)'i:?WftJ79. Workers>C,ompensati(m and Employer's"liability insurance are not required for single-person contractors. However,under state}6w these coverages'tor a copy of,the state's Consent To Self Insure) must be provided if you have anyemploy.' ' any time during ttle period of tl)is ·co,rft'ract.Contractors with no employees must complete a Request forWaiver ers' Compensation Insurance RE¥1uirement (http://cao.lacity.org/riskllnsuranceFonms.htm). A Waiver ofSubrogatio o"""lhe coverage is required on!i" for jobs where your employees are working on CITY premises underhazardous coriditiOo~, e.g., uneven terr~in, scaffolding, caustic chemicals, toxic materials, power tools, etc. The Waiver ofSubrogation waiVes tne,insurer's right to recover (from the CITY) any workers' compensation paid to an injured employeeof the contractor.', '

10. Property Insuranc~i~/f~9Hir~d for persons having exclusive use of premises or equipment owned or controlled bythe CITY. Builder's RisklC()llfSe of Construction is required during construction projects and should include buildingmaterials in transit and stored-at the project site.

11. Surety coverage may be required to guarantee performance of work and payment to vendors and suppliers. A CrimePolicy may be required to handle CITY funds or securities, and under certain other conditions. Specialty coverages maybe needed for certain operations. For assistance in obtaining the CITY required bid, performance and payment suretybonds, please see the City of Los Angeles Bond Assistance Program website address athttp://cao.lacity.org/risklBondAssistanceProqram.pdf or call (213) 258-3000 for more information.Rev. 10/09

Exhibit A Page 3

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EXHIBITBCERTIFICATION REGARDING

DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSIONLOWER TIER COVERED TRANSACTIONS

This certification is required by the regulations implementing Executive Orders 12459 and 12689, Debarmentand Suspension, 24 CFR Part 24 Section 24.510, and 29 CFR Parts 97.35 and 98.510, Participants'responsibilities.

(READ ATTACHED INSTRUCTIONS FOR CERTIFICATION BEFORE C2~~~a1;ING)c:\:::V

1. The prospective recipient of Federal assistance funds certifiel1;;.~);i~t2,~.yitherit nor its principals arepresently debarred, suspended, proposed for debarment, d~ql~j'Eld'11\1:l.fi~iple,or voluntarily excludedfrom participation in this transaction by any Federal departmeflt;,qr agency.(;wS;;.,

'<:\ '~'?>::'\'\\ '<:':':),::;:'\~

2. Where the prospective recipient of Federal as!,ist1jn!;e"'fofids 'is unablet6;i~.f~~ify to any of thestatements in this certification, such prospective shall attach an expl1l'hatlon to this proposal.

'\)";"":'/"'""'0iJil

'\':: :h:>'AGREEMENT NUMBER _

Willdan HomelandSolutionsCONTRACTOR/BORROWER/AGENCY

«Title 1stSig ner»James E. BaileyPresidentand CEOWilldan HomelandSolutions

SIGNATURE

Exhibit B Page 1

Exhibit B (cont.)INSTRUCTIONS FOR CERTIFICATION

1. By signing and submitting this document, the prospective recipient of Federal assistance funds is providingthe certification as set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed when thistransaction was entered into. If it is later determined that the prospective recipient of Federal assistancefunds knowingly rendered an erroneous certification, in addition to other rerl)~gi~s available to the FederalGovernment, the department or agency with which this transaction Clri9inateq. may pursue availableremedies, including suspension and/or debarment. ' .

;')::_'::':',:";-'.'-D3. The prospective recipient of Federal assistance funds shall provi4eimmediate,~ritten notice to the person

to which this agreement is entered, if at any time the prospective- recipient of'!,:ederal assistance fundsI~arns that its certification was erroneous, when submitted o~/t{asbecome erro·neous.?y reason of changedCircumstances. / ," "<3i,>' -',--,','{,_»>

:1.';:;,;.' "'::,./-,·:0:0,:'4. The terms "covered transaction," "debarred," "susp.endeq," "ineligibJe," "lower tier covered .~ransaction,"

"participant," "person," "primary covered transaction;" "principal," "propo.sal," and "voluntarilyA!xcluded," asused in this clause, have the meanings set out in the Dejinj!ions 'and Coverage .~ections of rulesimplementing Executive Orders 12459 and 12689. ' .

5. The prospective recipient of Federal assistance funds agrees by su6r(litting this proposal that, should theproposed covered transaction be entered into, it .shall not knowingly enter Jnto any lower tier coveredtransaction with a person who is debarred, suspended, declared ineligible,or voluntarily excluded fromparticipation in this covered transaction, unless authorized by the department or agency with which thistransaction originated.

/'/

6. The prospective recipient of Federal assistance funas further agrees by submitting this proposal that it willinclude the clause titled "Certification Regarding' Debarment, " Suspension, Ineligibility and VoluntaryExclusion - Lower Tier Govered Transactions," withQut modification, in all lower tier covered transactions

""':"':"-<:"'::.::.:-:.:',<'''. '-.::-,:::::::::'," -'::':',>'and in all solicitations for lo",,~r tier covered transactions.

D>, ::,c:'::r::'E'D-:,.;,:::::-::::. ,_".:i,:,:>'" .7. A participant in Cl.covered transaction may rely UpOI'la certification of a prospective participant in a lower

tier covered transaction that it is'Qot debarred, suspended, ineligible, or voluntarily excluded from thecovered' transaction, unless it knows. that the certification is erroneous. A participant may decide themethod and frequency by w!lich it determines the eligibility of its principals. Each participant may, but isnot requir.ed to, check the List of Parties Extlluded from Procurement or Non-Procurement Programs.

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records inorder to rehder'in good faith the certification required by this clause. The knowledge and information of aparticipant is not required to exceed that which is normally possessed by a prudent person in the ordinarycourse of business dealings.

9. Except for transacttonsauthorlzed under Paragraph 5 of these instructions, if a participant in a coveredtransaction knowingly/enters into a lower tier covered transaction with a person who is suspended,debarred, ineligible, or voluntary excluded from participation in this transaction, in addition to otherremedies available to the Federal Government, the department or agency with which this transactionoriginated may pursue available remedies, including suspension and/or debarment.

Exhibit B Page 2

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EXHIBITCCERTIFICATION REGARDING LOBBYING

Certification for Contracts. Grants. Loansand Cooperative Agreements

The undersigned certifies, to the best of his or her knowledge and belief, that:

1, No Federal appropriated funds have been paid or will be paid, by or on bep.%\!t>?fthe undersigned, to anyperson for influencing or attempting to influence an officer or employ~/of"al), agency, a Member ofCongress, an officer or employee of Congress, or an employee of a !'4~!1iber of 'Congress in connectionwith the awarding of any Federal contract, the making of any Fedjirii!f<,Qr~9t,the making of any Federalloan, the entering, into. of any cooperative agreement, and,4)~~e el<t~~,~!Rn,continuation, renewal,amendment, or modification of any Federal contract, grant, loa~,or~~operaIlVEt1~Q~ement

.,:aifi(;-:t>:,:::_ 'i;~::: "'<;I:::-;f,i:.:,:}S>2, If any funds other than Federal appropriated funds ha~ji'/l5een"paid or will be<.~~jg,to any person for

influencing or attempting to influence an officer or emplQyee of any agency, a M~rtt~,~,F00fCongress, anofficer or employee of Congress, or an employee Of?lity1~Wberof CPRgress in connecti0fl'!il!\l,i!.p;thisFederalcontract, grant, loan, or cooperative agreement, tl1e'und'ersigned:~p~1I complete and\~!Ibfnit StandardForm-LLL "Disclosure Form to Report Lobbying" in accorr 'i;2~tSiriS.~ructions, <f"

3, The undersigned shall require that the language of this certific iCirr'b€lincluded in the award documents for"',":>-" ";:':i.<:··:;·::<"·"~'

all subawards at all tiers (including SUO¢;?l}t~~cts,subgrants, attg;5'qpntracts under grants, loans, andcooperative agreements) and that all subrec/P!€lot!;,§hall certifY and di§¢I(?§,eaccordinqly.

"\,':!':b':"'Gi·0.::':;""-:@::J;:'}';,:';'tr;:i::::", _'" ';<{:i:'I:'I:~'::;::::::t-»/4, This certification is a material representationof,,':fa~fuPQI}2~Pi?r relianc~)wfs placed when this transaction

was ma?e or entered into, Submission o! this~rtificaJi~n'isf,~llil?~~~7:5!~j!illefor making or entering into thistransaction Imposed by SI:? 1352 Title 31 ;C0~L~;:?Code,"'f\i}¥]yjPerson who falls to file the requiredcertification shall be subji~: ' 'J penalty of ndt)l~ss that $10,J~OOand not more than $100,000 for eachsuch failure, AYY . v'i,\

,0'" '(,;ew"N:', \:?,\"~,:':,:.",.,\ /

.. ',)

AGREEMENT NUMBER _..:..;-_--,--_'/ ~:/

SIGNATURE DATE

Exhibit C

EXHIBITDNOTICEOF PROHIBITIONAGAINST RETALIATION

An employer subject to the Living Wage Ordinance shall post in a prominent place in an area frequented byemployees a copy of the below notice to employees regarding the LWO prohibition against retaliation (alsoavailable in English at www.laity.org/BCAllwo retaliation English.pdf. and in Spanish atwww.lacitv.org/BCAllwo retaliation spanish. pdf. The retaliation notice must be posted by an employer evenif the em 10 er has been exem ted from the LWO.

NOTICETO EMPLOYEESWORKING ON CITY CONTRACTS

RE: LIVINGWAGE ORDINANCEPROHIBITIONAGAINST "''''TA' 'ATIIA'"

"Section 10.37.5 Retaliation Prohibited" of the On~in:"n(",11"A1(~' Dlrovides,tl1at any employer thathas a contractual relationship with the City may not rii..,'h::>fnA against his orher employees working under the City contract for any of th,El:;1olilololling

1. Complaining to the City if your employer is not cornplyil1!hv~ith

2. Opposing any practice prohibited by the Ordinance.

3. Participating in proceedings related to the.Ordinance, such as·seIM!lg as a witness and testifYing in ahearing. .

Seeking to enforce your rights under this O~dinance"~y any lawful means.4.

5. Asserting your rights un(jElrthEl Ordinance.

Also, you may not be fired, lose payor be discriminated against for asking your employer questions about theLiving Wage Ordmance, or 'a,sking the City about whether your employer is doing what is required under theLWO. If you are fired, lose pay, or discriminated against, you··have the right to file a complaint with the EqualEmployment Opportunities EnforcElment Section, as well all.file a claim in court .

.' ......•..•...•........".~ /' ..••.•••..•• ,.,.:,.-',.< ..:..,.•-.•.....••.....:...•"'-. .' ....,

obtain <a. complaint form, please call the Equal Employment Opportunities922 .•

,',',-',L:::··;:'

CITY OF LOS ANGELESDepartment of Public Works

of Contract AdministrationOffice of Contract Compliance

1149 S. Broadway Street, 3'd FloorLos Angeles, CA 90015

Phr.n." (213) 847-1922 - Fax: (213) 847-2777

Rev. 06106

Exhibit D

( (

EXHIBIT EA. MANAGEMENT REPRESENTATION

As a prerequisite to receipt of a City funded Contract, and as material facts upon which the City may rely in preparing theContract, I, an authorized representative of the Contractor, make the following representations:

1. I am responsible for the fair presentation of the Contractor's financial records/reports in conformity with GenerallyAccepted Accounting Principles (GAAP) and have provided such records/reports accordingly to the City. I willmake available to City all related data and information. I am not aware of any transactions that have notbeen properly recorded and disclosed.

True 0 False 02. The Contractor has adopted sound accounting policies and P~~'~~!~~~lr~~a~c~~~~il::~W~ii~th~.GAAPthat include

procedures for maintaining internal controls, and preventing and fl

True 0 False 0

6.

a. Conflict of interests (direct or r:::~~~s:~~;r~~e:~la~te~d~/'~~~~~~'~~d~~:~~~:;~ll,~:'!,transactionsincludingrevenues, expenses, loans, tr~nd,l'" IE ,;, and amounts receivablefrom or payable to related parties.

3. I have advised and will continue to advise the City of ~n,"!""i;"n< taken at meetings of C~~~~~li:I:B0oa~'r~d~:0~:fIYDirectors, and Committees of the Board of Directors have impact on toperform the City's Contract.

True 0 False 04. Except as recorded or disclosed to you

b. rnn'r,.Ki,,, is contingently liable.

c. ~:~~~~l;~i~~~~~~~:~~g~~~:i~~'L~:~inafrom regulatory agencies or other sources due tonnnNorn"!;,,n; would affect the financial records and/orconcern.

~ff{is/are also an employee of this Contractor whose salary costs are

)edge of art~7amnot in receipt of any communication regarding allegations of fraud, suspected fraud". the GQntractor involving management, employees who have significant roles in internal control,

•.~[jse could have a material effect on the financial records or performance of the City'\::.,,:}}.::y)),/?

True 0 False t::rI have no knowledge of any allegations, written or oral, of misstatements or misapplication of funds in theContractor's conduct of its financial affairs or in its financial records.

I haveor abuseor others whContract.

7.

True 0 False 0

8. I am not aware of any pending litigation, bankruptcy, judgment, liens and other significant issues that may threatenthe financial viability, legal and continuing existence of the Contractor.

True 0 False 0Summary Sheet

9. The Contractor has satisfactory title to all assets being used in the City's program, and there are no liens orencumbrances on such assets, nor has any asset been pledged as collateral.

True 0 False 010. The Contractor has complied with all aspects of contractual agreements, related laws and regulations that could

have a material effect on the financial records, the program/s, or on the organization as a whole.

True 0 False 011. I have properly reported and paid to the appropriate governmental ag'mcies •.?I~pal"oll

(City program related or otherwise) compensation.due on employees'

True 0 False 012. I have responded fully to all the City's inquiries related to the COliitr"ctej?·sfinanclal ".colids reports.

True 0 False 013. I understand that the City's auditing and monitorlnq PI~~~~~lr{~~,o~:f;;r:;~\;ifs~;f~s:arelimited to

determines best meet its informational needs and a all errors, IfrE'9u1!"5!lIes,fraud or defalcation, or illegal acts, that may exist.

True 0 False 014. I understand that the City audit and ~~:~ii~;i:~~~~e/j~u~.~~a~r:e:~i:ntendedSt~~:~~r~~~:~lJ~re,~theContractor and the other

authorized parties, and are not intended unless o by law.

True 0 False 015. If one or more of the above statements is

immediately. I also I have a GU<UlIIIUII'U

these statements.

unclen~t~11g)ftiatthe City may terminate this contractany material factual change to any of

True 0Use this space to provide any adclitional.infclrmlation:

I declare ""'"';""'0 the fon"dnMlastatements and they are true and complete to the best of my

Willdan

<cTitle1 stSigner»James E. BaileyPresident and CEOWilldan Homeland Solutions

SIGNATURE DATE

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EXHIBITFCity of Los Angeles

Emergency Management Department (EMD)

PLANNING ONLY ACTIVITYCommodity POD Plan

DRAFT Timeline

Initial Meeting

Prepare Detailed Work Plan and

v

July 19, 2013

Complete Pilot C-POD Plan c,,~ugust 2, 2013

Additional Changes Made & FinalAcce tance of Pilot August 9, 2013

August 30, 2013

September 20, 2013

October 11, 2013

October 11, 2013

October 25, 2013

November 8, 2013

November 8, 2013

November 15, 2013

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Report FromOFFICE OF THE CITY ADMINISTRATIVE OFFICER

Charter Section 1022 Determination

TO: (Department/Bureau and Division) ,.~~ntact: Phone: I Date:Emergency Manaaement Deoartment Bruce Aoki (213) 978-0540 11-14-12Activity/Service to be Contracted: Identification and' planning of Commodi~' Type of Contract: (Check one)Points of Distribution (POD) throughout the City for placement and distribution of ~NEW OAMENDlife sustaining commodities to an affected population following a disaster. Term: 6 months

Personnel Department Finding:CITY EMPLOYEES HA V£ THE EXPERTISE TO PERFORM THE WORK.(Attach Personnel Department Contract Review Re~ort). .•

A. FEASIBILITY FINDINGSThis Office finds that, in accordance with Charter Section 1022, the work proposed to be contracted can beoerformed more feasiblv bv a contractor than bv Citv emolovees 'for the foliowina reasonts):

!:8l There is insufficient existing City staff to perform the work proposed to be contracted and additional staffcannot be emoloved and trained in a timely manner to meet the department's needs,

!:8l The work is of limited scope or intermittent nature and it is unlikely that the City would be able to continuethe em~loyment of persons hired for this oroiect.

0 Independent review is needed and/or the contractor has proprietary knowledge the City needs.

0 Council has declared an emergency pursuant to Charter Section 371 (e) (5) or (6), and neither existing noradditional staff is available in a timelv manner to perform the work.

I 0 Other - see Comments Section below., 1

8. ECONOMIC FINDINGS

I

This Office finds that, in accordance with Charter Section 1022, the work proposed to be contracted can0 be performed more economically by a contractor than by City employees as summarized below.

(Attach Contract Cost Analvsis Form CAO/ERD-2 completed by' requesting department).

ESTIMATED COST OF CITY FORCES TOTAL PROPOSED CONTRACT COSTS TOTAL1 Cost of Civilian Positions 1 ProposedContract Labor Costs2 Cost of Sworn Positions 2 Other Pertinent Contract Costs

(if provided)3 Other PertinentCosts (if applicable) '3 Civilian Department Contract

AdministrationCosts4 Sworn DepartmentContract

AdministrationCostsTOTALS $0 TOTALS $0~- ,--,

C. CONTRACTING IS NOT WARRANTEDo This Office finds that, in accordance with Charter Section 1022, City employees have the expertise toerform the work ro osed to be contracted, and it is not more feasible or economical to contract.

D. COMMENTS1 See attached

11I

I 1J1Jt{lfIJ)#j)J1fJ(j C:~LfK/ 'ylY- i+,-0150-09873-0000 li ~. <: Vl---> pMJVL,04130054 MBC EFR

Work Asstonment Number "AnalYst - Chief A'ssist1lntCAO

CAOForm 703 (Rev 03/05)

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AttachmentCAO No. 0150-09873-0000

Emergency Management DepartmentDevelopment of Commodity Points of Distribution Pian

On December 14, 2011, the City Council authorized the Los Angeles HousingDepartment to accept a Disaster Recovery Initiative (DRI) Program grant for an amountup to $8,500,000. The DRI Program grant provides funding for "forwarding-thinkingemergency planning efforts," which includes the development of a Commodity Points ofDistribution Plan. The Emergency Management Department (EMD) proposes to utilize acontractor to develop the Commodity Points of Distribution (C-POD) plan, which wouldhelp the EMD identify potential sites for distribution of life-sustaining commodities todisaster victims and develop site-specific plans for each location, including facility usestrategies, traffic management plans, and a series of maps and images of the area.

The Personnel Department determined that City employees can perform the workproposed for contracting. This Office has determined it is more feasible to contract thework for the following reasons:

$ The work is of limited scope and it is unlikely that the City would be able tocontinue the employment of persons hired for this project. Funding for thisproject is provided by the DRI Program grant. It is unknown at this time if futurefunding would be available to continue beyond the grant period. It should benoted that the EMD previously contracted for this work. However, as is the casewith this project, funding was also provided through a grant and the contractorwas only hired for a limited period. Once the C-POD plan is developed, EMDstaff is responsible for implementing strategies outlined in the plan.

e There is insufficient staff to perform the work proposed for contracting. In thePersonnel Department's Contract Review Report, 12 departments wereidentified that have classifications (City Planning Associate, GeographicInformation Systems Specialist, and Emergency Management Coordinator) thatcan perform the work proposed for contracting. The EMD contacted thedepartments and ten indicated that they have insufficient staff to perform thework proposed for contracting. The other two departments did not provide aresponse.

• Additional staff cannot be employed in a timely manner. Since funding isprovided by a grant, the work must be completed within the grant performanceperiod. According to the EMD, additional staff cannot be employed and trainedin a timely manner to meet the department's needs within the grantperformance period.

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