LAC CDBG Contract No. 70741 (2009-2011) COUNTY OF LOS ANGELES
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
REIMBURSABLE CONTRACT WITH PARTICIPATING CITY
AMENDMENT NUMBER 2
CITY: City of Rancho Palos Verdes
CONTRACT NUMBER: 70741
THIS AMENDMENT NUMBER 2 TO CONTRACT 70741 is made this 20th day
of June 2011, by and between the County of Los Angeles; hereinafter called the
"County," acting by and through the Community Development Commission of the
County of Los Angeles (Commission) and City of Rancho Palos Verdes, hereinafter
called the "Operating Agency."
WITNES SETH THAT:
WHEREAS, the County and the Participating City previously entered into a
Community Development Block Grant Program Reimbursable Contract with Operating
Agency, Contract Number 70741, dated July 1, 2009 and amended June 7, 2010, and
WHEREAS, the County has entered into a Contract with the United States of
America, through its Department of Housing and Urban Development (HUD), to execute
the County's CDBG Program; and
WHEREAS, Operating Agency desires to participate in said CDBG program and
is qualified by reason of experience, preparation, organization, staffing and facilities to
provide the services and implement the project described herein.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth
and the mutual benefits to be derived there from,the parties agree as follows:
1. Section 5, COMPENSATION AND METHOD OF PAYMENT, is amended to
show a revised compensation amount of Five Hundred Thirty-Three Thousand
Four Hundred Fifty-Four Dollars and Zero Cents ($533,454.00). This is an
increase of One Hundred Sixty-One Thousand Two Hundred Eighty-Three
Dollars and Zero Cents ($161,283.00) in the compensation amount.
2. Clarifying language to current sections and several new sections were added to
the Reimbursable Contract.
Clarifying language was added to Section 15, SAFETY STANDARDS AND
ACCIDENT PREVENTION, and Section 47, CONFLICT OF INTEREST. The
new enhanced sections will now read as follows:
Revised 3/11
15. SAFETY STANDARDS AND ACCIDENT PREVENTION. The Operating
Agency shall comply with all applicable federal, state and local laws
governing safety, health and sanitation. The Operating Agency shall provide
all safeguard safety devices and protective equipment and take any other
needed actions, as its own responsibility, as reasonably necessary to protect
the life and health of employees on the job, the safety of the public and
personal and real property in connection with the performance of this
Contract.
The Operating Agency shall also comply with sections 103 and 107 of the
Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 330) as
supplemented by Department of Labor Regulations (29 CFR part 5). This
requirement will pertain to construction contracts awarded to Operating
Agencies and subcontractors in excess of$2,000, and in excess of$2500 for
other contracts which involve the employment of mechanics and laborers.
47. CONFLICT OF INTEREST. The Operating Agency, its agents and
employees shall comply with all applicable Federal, State and County laws
and regulations governing conflict of interest including, but not limited to, 24
CFR Section 570.611 and 24 CFR Part 85, Section 85.36(b). The Operating
Agency agrees to incorporate the language found in this Paragraph 47,
CONFLICT OF INTEREST in contracts using CDBG funds and subject to
compliance with conflict of interest Federal, State and County laws.
The general rule shall be that no person described in the Persons covered
section below of this Paragraph 47, CONFLICT OF INTEREST, who
exercises, or has exercised any function or responsibilities with respect to
CDBG activities, or who is in a position to participate in a decision making
process or gain inside information with regards to such activities, may obtain
a financial interest or benefit from a CDBG-assisted activity, or have a
financial interest in any contract, subcontract , or agreement with respect to a
CDBG-assisted activity, or with respect to the proceeds of the CDBG-assisted
activity, either for themselves or those with whom they have business or
immediate family ties, during their tenure or for one year thereafter.
Persons covered — The conflict of interest provisions of this Paragraph 47,
CONLICT OF INTEREST, shall apply to any person who is an employee,
agent, consultant, officer, or elected official or appointed official of the CDBG
Operating Agency, or of any designated public agencies, or of any
subrecipients that are receiving CDBG funds.
The Operating Agency represents, warrants and agrees that to the best of its
knowledge, it does not presently have, nor will it acquire during the term of
this Contract, any interest direct or indirect, by contract, employment or
otherwise, or as a partner, joint venture or shareholder (other than as a
shareholder holding a one (1%) percent or less interest in publicly traded
companies) or affiliate with any business or business entity that has entered
into any contract, subcontract or arrangement with the County or Commission.
Revised 3/11
Upon execution of this Contract and during its term, as appropriate, the
Operating Agency shall, disclose in writing to the County any other contract
or employment during the term of this Contract by any other persons, business
or corporation in which employment will or may likely develop a conflict of
interest between the County's and/or Commission's interest and the interests
of the third parties.
Several new sections were added to the original Reimbursable Contract. They
will be sections 55, 56, 57, 67 and 68, and will read as follows:
55. COPELAND "ANTI-KICKBACK" ACT. The Operating Agency shall
comply with the Copeland "Anti-Kickback" Act (18 U.S.C. 874) as
supplemented by Department of Labor regulations (29 CFR part3). These
terms shall apply to construction contracts in excess of$2,000 awarded to the
Operating Agency, as well as contracts awarded to subcontractors and
consultants
56. DAVIS-BACON ACT. The Operating Agency shall comply with the Davis-
Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by the Department of
Labor regulations (29 CFR part 5). These terms shall apply to construction
contracts in excess of $2,000 awarded to the Operating Agency, as well as
contracts awarded to subcontractors and consultants.
57. PATENT RIGHTS. The Operating Agency must adhere to federal
requirements and regulations relating to patent rights with respect to any
discovery or invention which arises or is developed in the course of or under
this contract._
67. CLEAN AIR ACT. The Operating Agency must comply with all applicable
standards, orders, or requirements issued under section 306 of the Clean Air
Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C.
1368), Executive Order 11738, and Environmental Protection Agency
regulations (40 CFR part 15). These terms shall apply to construction
contracts in excess of$100,000 awarded to the Operating Agency, as well as
contracts awarded to subcontractors and subconsultants.
68. ENERGY POLICY AND CONSERVATION ACT. The Operating Agency
must comply with mandatory standards and policies related to energy
efficiency which are contained in the State Energy Conservation Plan issued
in compliance with the Energy Policy and Conservation Act (Pub.L.94A 163,
Stat.871).
This contract amends the original contract to reflect the additions and/or change(s) noted
above, and this section(s) should be substituted in its entirety or added to the previously
executed contract. All other terms and conditions of said contract shall remain the same.
Revised 3/11
•
IN WITNESS WHEREOF, the Board of Supervisors of the County of Los Angeles has caused
this Amendment to be subscribed by the Executive Director of the Community Development
Commission, and the Participating City has subscribed the same through its duly authorized
officers on the day, month and year first above written.
COUNTY OF LOS ANGELES City of Rancho Palos Verdes
} Digitally signed by Carolyn Lehr
F Carolyn L DN:s Verdes,
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Palos Verdes,ou=CiB y
By: By: Date:2011.06.16 16:29:04-07'00'
SEAN ROGAN, Title:
Executive Director
Community Development Commission
of the County of Los Angeles
APPROVED AS TO FORM: APPROVED AS TO PROGRAM:
ANDREA SHERIDAN ORDIN SEAN ROGAN,
County Counsel Executive Director
Community Development Commission
of the County of Los Angeles
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By: 2-
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Deputy Director, CDBG Division
Revised 3/11
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COUNTY OF LOS ANGELES
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
REIMBURSABLE CONTRACT WITH PARTICIPATING CITY
AMENDMENT NUMBER 1
CITY: City of Rancho Palos Verdes
CONTRACT NUMBER: 70741
THIS AMENDMENT NUMBER 1 TO CONTRACT 70741 is made this 7th day
of June 2010, by and between the County of Los Angeles, hereinafter called the
"County," acting by and through the Community Development Commission of the
County of Los Angeles (Commission) and City of Rancho Palos Verdes, hereinafter
called the "Operating Agency."
WITNES SETH THAT:
WHEREAS, the County and the Participating City previously entered into a
Community Development Block Grant Program Reimbursable Contract with Operating
Agency, Contract Number 70741 dated July 1, 2009, and
WHEREAS, the County has entered into a Contract with the United States of
America, through its Department of Housing and Urban Development (HUD), to execute
the County's CDBG Program; and
WHEREAS, Operating Agency desires to participate in said CDBG program and
is qualified by reason of experience, preparation, organization, staffing and facilities to
provide the services and implement the project described herein.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth
and the mutual benefits to be derived there from,the parties agree as follows:
1. Section 5, COMPENSATION AND METHOD OF PAYMENT, is amended to
show a revised compensation amount of Three Hundred Seventy-Two Thousand
One Hundred Seventy-One Dollars and Zero Cents ($372,171.00). This is an
increase of One Hundred Ninety-Three Thousand One Hundred Eighty-Five
Dollars and Zero Cents($193,185.00) in the compensation amount.
2. Two new sections will be added to the original Reimbursable Contract. They will
be sections 62 and 63 and will read as follows:
62. OPERATING AGENCY'S WARRANTY OF COMPLIANCE WITH
COUNTY'S DEFAULTED PROPERTY TAX REDUCTION
PROGRAM. The Operating Agency acknowledges that the County
has established a goal of ensuring that all individuals and businesses that
Revised 3/10
T
benefit financially from the County through contract are current in
paying their personal and real property tax obligations (secured and
unsecured roll) in order to mitigate the economic burden otherwise
imposed upon the County and its taxpayers. Unless the Operating Agency
qualifies for an exemption or exclusion, the Operating Agency warrants
and certifies that to the best of its knowledge it is now in compliance, and
during the term of this Contract will maintain compliance, with the
County's Defaulted Tax Program, found at Los Angeles County Ordinance
No. 2009-0026 and codified at Los Angeles County Code, Chapter 2.206.
63. TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN
COMPLIANCE WITH COUNTY'S DEFAULTED PROPERTY TAX
REDUCTION PROGRAM. Failure of the Operating Agency to maintain
compliance with the requirements set forth in Paragraph 62,
"OPERATING AGENCY'S WARRANTY OF COMPLIANCE WITH
COUNTY'S DEFAULTED PROPERTY TAX REDUCTION
PROGRAM" shall constitute default under this Contract. Without limiting
the rights and remedies available to the County under any other
provision of this Contract, failure of the Operating Agency to cure such
default within 10 days of notice shall be grounds upon which the County
may suspend or terminate this contract pursuant to the County's Defaulted
Property Tax Reduction Program found at Los Angeles County Ordinance
No. 2009-0026 and codified at Los Angeles County Code, Chapter 2.206.
3. This contract amends the original contract to reflect the additions and/or
change(s) noted above, and this section(s) should be substituted in its entirety or
added to the previously executed contract. All other terms and conditions of said
contract shall remain the same.
Revised 3/10
r
IN WITNESS WHEREOF, the Board of Supervisors of the County of Los Angeles has caused
this Amendment to be subscribed by the Executive Director of the Community
Development Commission, and the Participating City has subscribed the same through its
duly authorized officers on the day,month and year first above written.
COUNTY OF LOS ANGELES City of Rancho Palos Verdes
.„1:(
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DN:cn=CaLehr,
/ . i - CaroI n LehrI ° ?th°
yv.own,c-US
By: . '/ By: Date:2010.06.03 11:30:51-07'00'
SEAN ROGAN, Title:
Executive Director
Community Development Commission
of the County of Los Angeles
APPROVED AS TO FORM: APPROVED AS TO PROGRAM:
ANDREA SHERIDAN ORDIN SEAN ROGAN,
County Counsel Executive Director
Community Development Commission
of the County of Los Angeles
PL2_ / rs-rv�_By. By: IA/ /6"r4114,1
Deputy Director, CDBG Division
Rev.5/09
01)-1
COUNTY OF LOS ANGELES
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
REIMBURSABLE CONTRACT
WITH PARTICIPATING CITY
CONTRACT NUMBER: 70741
THIS REIMBURSABLE CONTRACT (Contract) is made and entered into this 1st day
of July, 2009, by and between the County of Los Angeles, hereinafter called the "County", acting
by and through the Community Development Commission of the County of Los Angeles
(Commission), and the City of Rancho Palos Verdes, hereinafter called the "Operating Agency".
WITNESSETH THAT:
WHEREAS, the County has entered into a contract with the United States of America,
through its Department of Housing and Urban Development (HUD), to execute the County's
Community Development Block Grant (CDBG) Program (Program) under the Housing and
Community Development Act of 1974, as amended, hereinafter called the "Act";
WHEREAS, California Government Code Section 53703 authorizes County and
Operating Agency to enter into this Contract in furtherance of the Program; and
WHEREAS, Operating Agency desires to participate in said Program.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the
mutual benefits to be derived therefrom, the parties agree as follows:
1. CONTRACT ADMINISTRATION. The Commission through its Executive
Director (Commission), or his designee, shall have full authority to act for the
County in the administration of this Contract consistent with the provisions
contained herein.
2. SCOPE OF SERVICES. The Operating Agency is to perform services consistent
with the goals and objectives set forth in the Community Development Commission
Housing and Community Development Consolidated Plan (HCDCP), adopted by the
County Board of Supervisors on May 28, 2008, or any amendment or successor
thereto, which is incorporated herein by this reference.
3. AGREEMENT TO IMPLEMENT. Operating Agency is eligible for reimbursement
for a project implemented under this Contract only after an Agreement to Implement
(ATI), accompanied by detailed Project Descriptions and Budgets for each project
funded, are developed to the satisfaction of the Executive Director, or his designee,
and is executed by both the Executive Director, or his designee, and the Operating
Agency. This Contract shall consist of this document, the ATI, and attachments:
Exhibit A(s), Project Descriptions and Activity Budgets and Exhibit B, Insurance
Requirements.
Revised 04/09 HOA.596653.1 1
4. TIME OF PERFORMANCE. Operating Agency shall commence services no sooner
than the date first written above, and shall complete same by no later than June 30,
2010. Specified project start and completion dates shall be a part of the ATI
procedure described above for initiating the project(s).
5. COMPENSATION AND METHOD OF PAYMENT. For satisfactory performance
under this Contract, County shall reimburse Operating Agency an amount not to
exceed, One Hundred Seventy-Eight Thousand Nine Hundred Eighty-Six Dollars
and Zero Cents ($178,986.00), which shall constitute full and complete
compensation hereunder for the implementation of this Contract. Said compensation
will only be paid out of funds received by the County from the Federal government
under the Act, or from program income, as described in 24 CFR Section 570.504
accumulated under said program, for allowable costs actually paid for the expressed
purposes specified. The parties understand and agree that such compensation, if any,
shall be conditioned upon receipt of said funds by the County from the federal
government or accumulation of program income from said program, and shall not be
a charge against any other funds of the County. Further, such funds, if any, shall be
paid only after development and execution of the ATI(s) necessary to implement the
project(s) covered by this Contract and submission and approval of the electronic
payment request form. This payment request form must be submitted on a minimum
of a bi-monthly basis as specified and provided by the County. Operating Agency
shall bill for expenditures on a reimbursable basis for each project for which an ATI
has been executed. After timely receipt and approval of each payment request form,
the County will draw a check in favor of the Operating Agency in the approved
amount. After the expiration of the financial closeout period, those funds not paid
under this Contract, if any, will be returned to the Operating Agency's
un-programmed funds.
Operating Agency shall have no claim against the County for payment of any money
or reimbursement, of any kind whatsoever, for any service provided by Operating
Agency after the expiration or other termination of this Contract. Should Operating
Agency receive any such payment, it shall immediately notify the County and shall
immediately repay all such funds to the County. Payment by the County for services
rendered after expiration and/or termination of this Contract shall not constitute a
waiver of the County's right to recover such payment from Operating Agency. This
provision shall survive the expiration or other termination of this Contract.
6. ACCOUNTING. The Operating Agency shall establish and maintain on a current
basis an adequate accounting system in accordance with generally accepted
accounting principles and standards, and the County Auditor-Controller Contract
Accounting and Administration Handbook. Regardless of the Operating Agency's
method of accounting, expenses must be reported in accordance with Sections 5 and
48 of this Contract.
7. EXPENDITURE STANDARDS. The Operating Agency shall not have more than
150 percent of its allocation for the current year unexpended after March 31 of each
Revised 04/09 HOA 596653 i 2
J !
program year. An Operating Agency's failure to meet this standard constitutes
noncompliance with the Performance Policy and may result in reductions to the
Operating Agency's current un-programmed funds and/or subsequent annual
allocations to ensure that the expenditure standard is met.
Changes in the grant allocation will be made following completion of the appeals
process as outlined in the CDBG Participating Cities Drawdown Performance Policy
and Appeals Process. The County reserves the right to make the final determination,
in its sole discretion, as to the amount of reduction of the Operating Agency's grant
allocation, if any.
8. COMPLIANCE WITH LAWS. All parties agree to be bound by all applicable
Federal, State, and local laws, ordinances, regulations and directives as they pertain
to the performance of this Contract. This Contract is subject to and incorporates the
terms of the Act; 24 CFR Part 570; U.S. Office of Management and Budget (OMB)
Circular A-87, and Executive Order 12372; the County Auditor-Controller Contract
Accounting and Administration Handbook; and all amendments or successor laws,
regulations or guidelines thereto (hereinafter called the "Laws, Regulations and
Guidelines"). The Operating Agency has, and shall maintain, copies of the Laws,
Regulations and Guidelines. Furthermore, the Operating Agency acknowledges that
it has read and understands the Laws, Regulations, and Guidelines.
The Operating Agency shall comply with applicable uniform administrative
requirements, as described in 24 CFR Section 570.502. The Operating Agency shall
carry out each activity in compliance with all Federal laws and regulations described
in 24 CFR Part 570, Subparts J and K, except that:
i. The Operating Agency does not assume the County environmental responsibilities
described in 24 CFR Section 570.604; and
ii. The Operating Agency does not assume the County's responsibility for initiating
the review process under Executive Order 12372.
Operating Agency agrees to be bound by applicable federal, state and local laws,
regulations and directives as they pertain to the performance of the Contract,
including, but not limited to, Sections a-i below. This Contract is subject to and
incorporates the terms of the Housing and Community Development Act of 1974, as
amended by the Cranston-Gonzales National Affordable Housing Act, 1990 and the
24 CFR Part 85.
a. Operating Agency shall comply with the Civil Rights Act of 1964 Title
VI which provides that no person shall, on the grounds of race, color, or
national origin, be excluded from participation in, be denied the benefits
of, or be subjected to discrimination under any program or activity
receiving federal financial assistance.
b. Operating Agency shall comply with Section 109 of the Housing and
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;ft
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Community Development Act of 1974 which states that no person in the
United States shall, on the grounds of race, color, sex or national origin
be excluded from participation in, be denied the benefits of, or be
subjected to discrimination under any program or activity funded in
whole or in part with funds made available under this title.
c. The Operating Agency shall comply with the Age Discrimination Act of
1975 and Section 504 of the Rehabilitation Act of 1973, which require that
no person in the United States shall be excluded from participating in,
denied the benefits of, or subject to discrimination under this Contract on
the basis of age or with respect to an otherwise qualified disabled individual.
d. The Operating Agency shall ensure equal opportunity, in the award and
performance of any contract, to all persons without regard to race, color,
gender, sexual orientation, religion, national origin, ancestry, age, marital
status, or disability.
e. During the performance of this contract, the Operating Agency agrees as
follows:
i. Operating Agency shall comply with Executive Orders 11246 and
11375, Equal Opportunity in Employment, which requires that
during the performance of this Contract, the Operating Agency will
not discriminate against any employee or applicant for employment
because of race, color, religion, sex or national origin. The
Operating Agency will take affirmative action to ensure that
applicants are employed, and that employees are treated fairly
during employment, without regard to their race, color, religion, sex
or national origin. Such action shall include, but not be limited to
the following: employment, promotion, demotion, or transfer;
recruitment or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training,
including apprenticeship. The Operating Agency agrees to post in
conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officer
setting forth the provisions of the non-discrimination clause.
ii. The Operating Agency will, in all solicitations or advertisements for
employees placed by or on behalf of the Operating Agency, state
that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex or national
origin.
iii. The Operating Agency will send to each labor union or
representative of workers with which he has a collective bargaining
agreement or other contract or understanding, a notice to be provided
Revised 04/09 HOA.596653.1 4
by the agency of the Operating Agency's contracting officer,
advising the labor union or worker's representative of the Operating
Agency's commitments under Section 202 of Executive Order No.
11246 of September 24, 1965, and shall post copies of the notice in
conspicuous places available to employees and applicants for
employment.
iv. The Operating Agency will comply with all provisions of Executive
Order No. 11246 of September 24, 1965, and of the rules,
regulations and relevant orders of the Secretary of Labor.
v. The Operating Agency will furnish all information and reports
required by the Executive Orders and by the rules, regulations and
orders of the Secretary of Labor, or pursuant thereto, and will permit
access to its books, records, and accounts by the Commission and the
Secretary of Labor for purposes of investigation to ascertain
compliance with such rules, regulations and orders.
vi. In the event the Operating Agency fails to comply with the
non-discrimination clauses of this Contract or with any of such rules,
regulations or orders, this Contract may be canceled, terminated or
suspended in whole or in part, and the Operating Agency may be
declared ineligible for further Government contracts in accordance
with procedures authorized in the Executive Orders and such other
sanctions may be imposed and remedies invoked as provided in the
Executive Orders or by rule, regulation or order of the Secretary of
Labor, or as otherwise provided by law.
vii. The Operating Agency will include the provisions of these
paragraphs in every subcontract or purchase order unless exempted
by rules, regulations, or orders of the Secretary of Labor issued
pursuant to Section 204 of the Executive Order No. 11246 of
September 24, 1965, that such provisions shall be binding upon each
subcontractor or vendor. The Operating Agency will take such
actions with respect to any subcontract or purchase order as the
County may direct as a means of enforcing such provisions including
sanctions for noncompliance, provided however, that in the event the
Operating Agency becomes involved in, or is threatened with
litigation with a subcontractor or vendor as a result of such direction
by the County, the Operating Agency may request the United States
to enter into such litigation to protect the interests of the United
States.
f. The Operating Agency shall comply with Executive Order 13166, titled
"Improving Access to Services by Persons with Limited English
Proficiency." Executive Order 13166 requires that federally assisted
Revised 04/09 HOA.596653.1 5
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agencies make reasonable efforts to provide language assistance to ensure
meaningful access for Limited English Proficiency (LEP) persons to the
agency's programs and activities. HUD guidelines on LEP were
published in the Federal Register on January 22, 2007, and were effective
February 21, 2007. These HUD guidelines should be applied to
federally-subsidized housing, programs and other services which may be
contracted out to other contractors.
g. Should the Operating Agency require additional or replacement personnel
after the effective date of this Contract, the Operating Agency shall give
consideration for any such employment openings to participants in the
County's Department of Public Social Services' Greater Avenues for
Independence (GAIN) Program or General Relief Opportunity for Work
(GROW) Program who meet the Contractor's minimum qualifications for
the open position. The Operating Agency shall contact the County's
GAIN/GROW Division at (626) 927-5354 for a list of GAIN/GROW
participants by job category.
h. The Operating Agency is prohibited by the Department of Interior and
Related Agencies Appropriations Act, known as the Byrd Amendments,
and HUD's 24 CFR Part 87, from using federally appropriated funds for
the purpose of influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in connection with
the awarding of any Federal contract, the making of any Federal grant,
loan or cooperative Contract, and any extension, continuation, renewal,
amendment or modification of said documents.
Should the Operating Agency or persons/subcontractors acting on behalf
of the Contract fail to fully comply with the Federal Lobbyist
Requirements civil penalties shall result.
i. Operating Agency and each County lobbyist or County lobbyist firm, as
defined in Los Angeles County Code Chapter 2.160 (County Ordinance
93-0031), retained by the Operating Agency, shall fully comply with the
requirements as set forth in said County Code Chapter.
9. LOBBYING CERTIFICATIONS. With regard to the certification for contracts,
grants, loans and Cooperative Agreements, the undersigned certify, to the best of
their knowledge and belief, that:
a. The Operating Agency is familiar with the Los Angeles County Code
Chapter 2.160 and that all persons acting on behalf of the Operating
Agency will comply with the County Code.
b. The Operating Agency is familiar with the Federal Lobbyist Requirements
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and that all persons and/or subcontractors acting on behalf of the
Operating Agency will comply with the Federal Lobbyist Requirements.
c. No Federal appropriated funds have been paid or will be paid, by or on
behalf of the undersigned, to any person for influencing or attempting to
influence an officer or employee of any agency, a Member of Congress, an
officer or employee of Congress, or an employee of a Member of
Congress in connection with the awarding of any Federal contract, the
making of any Federal grant, the making of any Federal loan, the entering
into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of any Federal contract, grant, loan,
or cooperative agreement.
d. If any funds other than Federal appropriated funds have been paid or will
be paid to any person for influencing or attempting to influence an officer
or employee of any agency, a Member of Congress, or any employee of a
Member of Congress in connection with this Federal contract, grant, loan,
or cooperative agreement, the undersigned shall complete and submit
Standard Form-LLL, "Disclosure Form to Report Lobbying", in
accordance with its instructions.
e. The undersigned shall require that the language of this certification be
included in the award documents for all sub-awards at all tiers (including
sub-contracts, sub-grants, and contracts under grants, loans, and
cooperative agreements) and that all sub-recipients shall certify and
disclose accordingly.
This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by section 1352,
title 31, U.S. Code. Any person who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000 and not more than $100,000 for
each such failure.
10. TERMINATION FOR FAILURE TO COMPLY WITH FEDERAL AND COUNTY
LOBBYIST REQUIREMENTS. Failure on the part of the Operating Agency and/or
its Lobbyist(s) to fully comply with said Federal and County Lobbyist requirements
shall constitute a material breach of the Contract upon which the County may
immediately terminate this Contract, and the Operating Agency shall be liable for
any and all damages incurred by the County and/or any federal agency as a result of
such breach
11. PROGRAM REVIEW AND EVALUATION. The County will monitor, evaluate
and provide guidance to the Operating Agency in the performance of the CDBG
Program. Reviews will focus on the extent to which planned CDBG Program has
been implemented and measurable goals achieved effectiveness of program
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management, and impact of the program.
Operating Agency shall make available for inspection to authorized County and
HUD personnel and their agents, for a total of five (5) years from the expiration date
of this Contract, all records, including financial, pertaining to its performance under
this Contract, and allow said County and HUD personnel and agents to inspect and
monitor Operating Agency's facilities and program operations, and interview
Operating Agency staff and program participants, as required by the County and/or
HUD.
Operating Agency agrees to submit all data that are necessary to complete the
Consolidated Annual Performance and Evaluation Report (CAPER) and monitor
program accountability and progress in accordance with HUD requirements in the
format and at the time designated by the Commission,through its Executive Director
or his designee.
Failure of Operating Agency to comply with the requirements of this Section shall
constitute a material breach of contract upon which the Commission, through its
Executive Director or his designee may cancel,terminate or suspend this Contract.
12. AUDITS. The Operating Agency shall make available for inspection and audit to
authorized County and HUD personnel and their agents, for a total of five (5) years
from the expiration date of this Contract, and allow said County and HUD personnel
and agents to inspect and audit all of its books and records relating to the operating
of each project or business activity which is funded in whole, or in part, with Federal
or State grant monies, including the project(s)under this Contract.
Failure of Operating Agency to comply with the requirements of this Section shall
constitute a material breach of contract upon which the Commission, through its
Executive Director may cancel, terminate or suspend this Contract.
13. AUDIT EXCEPTIONS. Operating Agency agrees that in the event the program
established hereunder is subject to audit exceptions by appropriate audit agencies, it
shall be responsible for complying with such exceptions and paying the County the
full amount of County's liability to the funding agency resulting from such audit
exceptions.
14. CONFIDENTIALITY OF REPORTS. Operating Agency shall keep confidential all
reports, information and data received, prepared or assembled pursuant to
performance hereunder. Such information shall not be made available to any person,
firm, corporation or entity without the prior written consent of the County.
15. SAFETY STANDARDS AND ACCIDENT PREVENTION. The Operating
Agency shall comply with all applicable federal, state and local laws governing
safety, health and sanitation. The Operating Agency shall provide all safeguard
safety devices and protective equipment and take any other needed actions, as its
Revised 04/09 HOA.596653.1 8
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t ,
/
own responsibility, as reasonably necessary to protect the life and health of
employees on the job, the safety of the public and personal and real property in
connection with the performance of this Contract.
16. SEVERABILITY. In the event that any provision herein contained is held to be
invalid, void, or illegal by any court of competent jurisdiction, the same shall be
deemed severable from the remainder of this Contract and shall in no way affect,
impair or invalidate any other provision contained herein. If any such provision shall
be deemed invalid due to its scope of breadth, such provision shall be deemed valid
to the extent of the scope of breadth permitted by law.
17. INTERPRETATION. No provision of this Contract shall be interpreted for or
against either party because that party or that party's legal representative drafted
such provision, but this Contract is to be construed as if both parties drafted it hereto.
18. WAIVER. No breach of any provision hereof can be waived unless in writing.
Waiver of breach of any provision herein shall not be deemed to be a waiver of
additional breaches of the same provision or breach of any other provision herein.
19. REPORTS AND RECORDS. Operating Agency agrees to prepare and submit
financial, program progress, monitoring, evaluation or other reports required by
County. Operating Agency shall maintain, and permit on site inspections of such
property, personnel, financial and other records and accounts as are considered
necessary by County to assure proper accounting for all Contract funds during the
term of this Contract and for a total of five (5) years thereafter. Operating Agency
will ensure that its employees, agents, City Council members, officers and board
members furnish such information which, in the judgment of County representatives,
may be relevant to a question of compliance with contractual conditions, with
County or HUD directives, or with the effectiveness, legality and achievements of
the program.
20. AFFIRMATIVE ACTION. The Operating Agency shall make every effort to ensure
that all projects funded wholly or in part by CDBG funds shall provide equal
employment and career advancement opportunities for minorities and women. In
addition, the Operating Agency shall make every effort to employ residents of the
project area(s) specified in the ATI(s).
21. DISCRIMINATION. No person shall, on the grounds of race, gender sexual
orientation, creed, color, religion, national origin, age or physical handicap, be
excluded from participating in, be refused the benefits of, or otherwise be subject to
discrimination in any activities, programs or employment supported by this Contract.
22. FISCAL LIMITATIONS. The United States of America, through HUD, may in the
future place programmatic or fiscal limitation(s) on CDBG funds. Accordingly, the
County reserves the right, in its sole discretion, to revise this Contract in order to
take into account actions and events affecting CDBG program funding. In the event
Revised 04/09 HOA.596653.1 9
1 1
of a CDBG funding reduction by HUD, the County may, in its sole discretion, reduce
the compensation amount of this Contract in whole or in part, or may limit the rate of
the Operating Agency's use of both its uncommitted and its unspent funds. The
Commission, through its Executive Director, or his designee, may act for the County
in implementing and effecting such a reduction in the compensation amount of this
Contract.
Where the Commission, through its Executive Director, or his designee, has
reasonable grounds to question the fiscal accountability, financial soundness, or
compliance with this Contract of the Operating Agency, the Commission, through its
Executive Director, or his designee, may suspend this Contract for up to sixty (60)
days, upon three (3) days notice to Operating Agency pending an audit or other
resolution of such questions. In no event, however, shall a revision made by the
County affect expenditures and legally binding commitments made by the Operating
Agency before it received notice of such revision, provided that such amounts have
been committed in good faith and are otherwise allowable, that such commitments
are consistent with HUD cash withdrawal guidelines, and that CDBG funds are
available to County to satisfy such expenditures or legally binding commitments.
23. PROGRAM INCOME. Program Income shall be returned monthly during the
duration of this Contract. Upon termination of this Contract, the County reserves the
right to determine the final disposition of any program income, as described in 24
CFR Section 570.504, accumulated under the project(s) set forth in Exhibit A. Said
disposition may include the County taking possession of said program income.
24. TIME OF PERFORMANCE MODIFICATIONS. The Executive Director, or his
designee, may grant time of performance modifications to this Contract when such
modifications:
i. Are specifically requested by Operating Agency;
ii. Will not change the project goals or scope of services;
iii. Are in the best interests of the County and Operating Agency in performing the
scope of services under this Contract;
iv. Do not alter the total amount of compensation under this Contract; and
v. Are in writing prior to expenditures being made.
25. JOINT FUNDING. For projects in which there are sources of funds in addition to
CDBG funds, Operating Agency shall provide proof of such other funding upon
request. The County shall not pay for any costs incurred by Operating Agency,
which are funded by other sources. All restrictions and/or requirements provided for
in this Contract, relative to accounting, budgeting and reporting, apply to the total
project regardless of funding source. Separate financial records shall be kept for each
Revised 04/09 HOA.596653.1 10
funding source and program.
26. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this
Contract will be acting in an independent capacity and not as agents, employees,
partners, joint venture partners or associates of one another. The employees or
agents of one party shall not be deemed or construed to be the employees or agents
of the other party for any purpose whatsoever, including workers' compensation
liability. Operating Agency shall bear the sole responsibility and liability for
furnishing workers' compensation benefits to any person for injuries arising from or
connected with services performed on behalf of the Operating Agency pursuant to
this Contract.
27. USE OF FUNDS. All funds approved under this Contract shall be used solely for
costs approved in the project budget(s) for the ATI(s) under this Contract. Contract
funds shall not be used as a cash advance between contracts, as security to guarantee
payments for any nonprogram obligations, or as loans for nonprogram activities.
Separate financial records shall be kept for such funding source(s)and program.
28. DISALLOWED COSTS. If Operating Agency has failed to return unexpended
funds or funds spent for disallowed costs related to any CDBG contract it has with
the County, County may withhold and offset payments to be made to Operating
Agency under this Contract.
29. ASSIGNMENT. Operating Agency may not assign or subcontract any portion of
this Contract without the express written consent of the County. Any attempt by
Operating Agency to assign or subcontract any performance of the terms of this
Contract shall be null and void and shall constitute a material breach of this Contract,
upon which the County may immediately terminate this Contract through the
Executive Director.
30. SUBCONTRACTING. The requirements of this Contract may not be subcontracted
by the Operating Agency without compliance of procurement standards and methods
as outlined in 24 CFR, Part 85, Section 85.36 of the Common Rule. Any attempt by
the Operating Agency to subcontract without adherence to federal regulations as
required by the County may be deemed a material breach of this Contract.
If the Operating Agency desires to subcontract, the Operating Agency shall provide
the following information promptly at the County's request:
• A description of the work to be performed by the Subcontractor;
• A draft copy of the proposed subcontract; and
• Other pertinent information and/or certifications requested by the County.
The Operating Agency shall indemnify and cause the subcontractor(s) to indemnify
and hold the County harmless with respect to the activities of each and every
Revised 04/09 HOA.596653.1 11
� r
subcontractor in the same manner and to the same degree as if such subcontractor(s)
were the Operating Agency's employees.
The Operating Agency shall remain fully responsible for all performances required
of it under this Contract, including those that the Operating Agency has determined
to subcontract, notwithstanding the County's approval of the Operating Agency's
proposed subcontract.
The County's consent to subcontract shall not waive the County's right to prior and
continuing approval of any and all personnel, including subcontractor employees,
providing services under this Contract. The Operating Agency is responsible to notify
its subcontractors of this County right.
The Commission's Executive Director or his designee is authorized to act for and on
behalf of the County with respect to approval of any subcontract and subcontractor
employees. After approval of the subcontract by the Commission, the Operating
Agency shall forward a fully executed subcontract to the County for their files.
The Operating Agency shall be solely liable and responsible for all payments or other
compensation to all subcontractors and their officers, employees, agents, and
successors in interest arising through services performed hereunder, notwithstanding
the County's consent to subcontract.
The Operating Agency shall obtain and maintain on site certificates of insurance,
which establish that the subcontractor maintains all the programs of insurance required
by the County from each approved subcontractor. The County may request copies of
the certificates and endorsements required herein at any time. Failure by the Operating
Agency to comply with the County's request may be deemed by the County as a
material breach of this contract.
31. AMENDMENTS/VARIATIONS. This writing, with attachments, embodies the
whole of the agreement of the parties hereto. No oral agreement shall be binding
upon the parties unless expressly stated herein. Except as provided herein, any
addition to or variation of the terms of this Contract shall not be valid unless made in
the form of a written amendment of this Contract formally approved and executed by
both parties. All Amendments must be received by County no more than sixty (60)
calendar days from the expiration date of this Contract.
32. NOTICES. All notices shall be served in writing. The notices to the Operating
Agency shall be sent to the following address:
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275-5351
Notices, reports and statements to the County shall be personally delivered or sent
Revised 04/09 HOA.596653.1 12
via First Class U.S. mail to the Executive Director or his designee at:
Community Development Commission of the County of Los Angeles
2 Coral Circle
Monterey Park, California 91755
Each party shall promptly notify the other of any change in its mailing address.
33. WARRANTY OF AUTHORITY. The undersigned signatory for the Operating
Agency covenants, warrants and guarantees that he/she is empowered and authorized
to sign this Contract on behalf of Operating Agency in accordance with the terms
and conditions stated herein.
34. REVERSION OF ASSETS. Upon expiration or termination of this Contract, the
Operating Agency shall immediately transfer to the County any remaining CDBG
funds on hand at the time of expiration or termination and any accounts receivable
attributable to the use of CDBG funds. Any real property under the Operating
Agency's ownership or possession that was acquired or improved in whole or in part
with CDGB funds in excess of$25,000 shall be either:
i. Used to meet one of the national objectives in 24 CFR Section 570.208 for
five (5) years following the close-out of the CDBG grant from which
assistance to the property was provided after expiration of this Contract (24
CFR Section 570.505), or such longer period of time as may be specified in
the Exhibit A; or
ii. Disposed of in a manner, which results in the County being reimbursed in the
amount of the current market value of the property less any portion thereof
attributable to expenditures of non-CDBG funds for acquisition of, or
improvement to, the property. Such reimbursement is not required after the
period of time and under the conditions specified in subparagraph i above.
The Operating Agency shall maintain the use of the real property and documentation
verifying compliance with the national objective for a period of five (5) years after
closeout of this project. The Operating Agency must submit to the County a
completed certification form verifying that the real property is used exclusively for
the eligible use and purpose as provided in the Exhibit A. This form shall be
submitted on an annual basis, when requested, beginning in year two (2) and for a
period of five (5) years after closeout of the project. In case of a change of use or
disposition, the County must be reimbursed for the market value of the property at
the time of disposition, or proceeds from the sale, less the pro rata share of
expenditures made with non-CDBG funds to acquire or improve the property.
35. CERTIFICATION PROHIBITING USE OF EXCESSIVE FORCE. In accordance
with Section 519 of Public Law 101-144, the undersigned certifies, to the best of the
Operating Agency's knowledge and belief that it has adopted and is enforcing:
Revised 04/09 HOA.596653.1 13
(1) A policy prohibiting the use of excessive force by law enforcement
agencies within its jurisdiction against any individuals engaged in
non-violent civil rights demonstrations; and
(2) A policy of enforcing applicable State and local laws against individuals
physically barring entrance to or exit from a facility or location which is
the subject of such non-violent civil rights demonstrations within its
jurisdiction.
36. DRUG-FREE WORKPLACE. Operating Agency agrees to provide a drug-free
workplace by:
(1) Publishing a statement notifying employees that the unlawful manufacture,
distribution, dispensing, possession, or use of a controlled substance is
prohibited in the Operating Agency's workplace and specifying the actions
that will be taken against employees for violation of such prohibition;
(2) Establishing an ongoing drug-free awareness program to inform
employees about-
a. The dangers of drug abuse in the workplace;
b. The Operating Agency's policy of maintaining a drug-free
workplace;
c. Any available drug counseling, rehabilitation, and employee
assistance programs; and
d. The penalties that may be imposed upon employees for drug abuse
violations occurring in the workplace;
(3) Making it a requirement that each employee to be engaged in the
performance of the grant be given a copy of the statement required by
paragraph 1 of this Section 36;
(4) Notifying the employee in the statement required by paragraph 1 of this
Section 36 that, as a condition of employment under the grant, the
employee will -
a. Abide by the terms of the statement; and
b. Notify the employer in writing of his or her conviction for a
violation of a criminal drug statute occurring in the workplace no
later than five calendar days after such conviction;
Revised 04/09 HOA.596653.1 14
(5) Notifying the County in writing, within ten calendar days after receiving
notice under subparagraph 4(b) from an employee or otherwise receiving
actual notice of such conviction. Employers of convicted employees must
provide notice, including position title, to every grant officer or other
designee on whose grant activity the convicted employee was working,
unless the Federal agency has designated a central point for the receipt of
such notices. Notice shall include the identification number(s) of each
affected grant;
(6) Taking one of the following actions, within 30 calendar days of receiving
notice under subparagraph 4(b), with respect to any employee who is so
convicted-
a. Taking appropriate personnel action against such an employee, up
to and including termination, consistent with the requirements of
the Rehabilitation Act of 1973, as amended; or
b. Requiring such employee to participate satisfactorily in a drug
abuse assistance or rehabilitation program approved for such
purposes by a Federal, State, or local health, law enforcement, or
other appropriate agency;
(7) Making a good faith effort to continue to maintain a drug-free workplace
through implementation of paragraphs 1, 2, 3, 4, 5, and 6.
37. RESIDENTIAL ANTIDISPLACEMENT AND RELOCATION ASSISTANCE
PLAN. Section 104(d) of the Housing and Community Development Act of 1974,
also known as the Barney Frank Amendment, requires relocation assistance for
displaced low-income families and requires one-for-one replacement of
low/moderate income dwelling units that are demolished or converted to other use.
When CDBG funds are used in a project, including financing for rehabilitation, or
project delivery costs, Section 104(d) is triggered. CDBG Regulations further
describe the requirements under 24 CFR Section 570.606 Displacement, Relocation,
Acquisition, and Replacement of Housing.
Operating Agency must adopt and make public a Residential Antidisplacement and
Relocation Assistance Plan as part of its administrative requirements to HUD.
Before Operating Agency enters into a Contract committing it to provide funds for
any activity that will directly result in the demolition, or conversion to another use,
of low/moderate-income dwelling units, it must make public and submit to HUD the
information as described in Sections 24 CFR Sections 570.457; 570.496 (a); 570.606
(c); and 570.702 (0.
38. SECTION 3. In order to comply with the Housing and Urban Development Act of
1968, the Operating Agency and, where applicable, its contractor(s) and
subcontractor(s) shall comply with Section 3 regulations as described in 24 CFR Part
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a
135. Section 3 compliance activities of the Operating Agency and its contractor(s) and
subcontractor(s) shall be governed by the Commission's CDBG Compliance
Instructions, as amended, which can be made available to Operating Agency for
inspection and copying upon request, if Operating Agency does not already possess a
copy.
a. The work to be performed under this Contract is subject to the requirements
of Section 3 of the Housing and Urban Development Act of 1968, as
amended, 12 U.S.C. 1701u (Section 3). The purpose of Section 3 is to
ensure that employment and other economic opportunities generated by
HUD assistance or HUD-assisted projects covered by Section 3, shall, to the
greatest extent feasible, be directed to low-and very low-income persons,
particularly persons who are recipients of HUD assistance for housing.
b. The parties to this Contract agree to comply with HUD's regulations in 24
CFR Part 135, which implement Section 3. As evidenced by their execution
of this Contract, the parties to this Contract certify that they are under no
contractual or other impediment that would prevent them from complying
with the Part 135 regulations.
c. The Operating Agency agrees to send to each labor organization or
representative of workers with which the Contractor has a collective
bargaining Contract or other understanding, if any, a notice advising the
labor organization or workers' representative of the Operating Agency's
commitments under this Section 3 clause, and will post copies of the notice
in conspicuous places at the work site where both employees and applicants
for training and employment positions can see the notice. The notice shall
describe the Section 3 preference, shall set forth minimum number and job
titles subject to hire, availability of apprenticeship and training positions, the
qualifications for each; and the name and location of the person(s) taking
applications for each of the positions; and the anticipated date the work shall
begin.
d. The Operating Agency agrees to include this Section 3 clause in every
subcontract subject to compliance with regulations in 24 CFR Part 135, and
agrees to take appropriate action, as provided in an applicable provision of
the subcontract or in this Section 3 clause, upon a finding that the
subcontractor is in violation of the regulations in 24 CFR Part 135. The
Operating Agency will not subcontract with any subcontractor where the
Operating Agency has notice or knowledge that the subcontractor has been
found in violation of the regulations in 24 CFR Part 135.
e. The Operating Agency will certify that any vacant employment positions,
including training positions, that are filled (1) after the Operating Agency is
selected but before the Contract is executed, and (2) with persons other than
those to whom the regulations of 24 CFR part 135 require employment
Revised 04/09 HOA.596653.1 16
opportunities to be directed, were not filled to circumvent the Operating
Agency's obligations under 24 CFR Part 135.
f. Noncompliance with HUD's regulations in 24 CFR Part 135 may result in
sanctions, termination of this Contract for default, and debarment or
suspension from future HUD assisted contracts.
g. With respect to work performed in connection with Section 3 covered Indian
housing assistance, section 7(b) of the Indian Self-Determination and
Education Assistance Act (25 U.S.C. 450e) also applies to the work to be
performed under this Contract. Section 7(b) requires that to the greatest
extent feasible (i) preference and opportunities for training and employment
shall be given to Indians, and (ii) preference in the award of contracts and
subcontracts shall be given to Indian organizations and Indian-owned
Economic Enterprises. Parties to this Contract that are subject to the
provisions of Section 3 and section 7(b) agree to comply with Section 3 to
the maximum extent feasible, but not in derogation of compliance with
section 7(b).
39. COUNTY'S QUALITY ASSURANCE PLAN. The County will evaluate
Operating Agency's performance under this Contract on not less than an annual
basis. Such evaluation will include assessing Operating Agency's compliance with
all Contract terms and performance standards. Operating Agency's deficiencies
which County determines are severe or continuing and that may place performance
of the Contract in jeopardy, if not corrected, will be reported to the Board of
Supervisors. The report will include improvement/corrective action measures taken
by the County and Operating Agency. If improvement does not occur consistent
with the corrective measure, County may terminate this Contract, or impose other
penalties as specified in this Contract.
40. TERMINATION FOR IMPROPER CONSIDERATION (GRATUITIES). The
County may, by written notice to the Operating Agency, immediately terminate the
right of the Operating Agency to proceed under this Contract if it is found that
improper consideration, in any form, was offered or given by the Operating Agency,
either directly or through an intermediary, to any County officer, employee or agent
with the intent of securing the Contract or securing favorable treatment with respect
to the award, amendment or extension of the Contract or the making of any
determinations with respect to the Operating Agency's performance pursuant to the
Contract. In the event of such termination, the County shall be entitled to pursue the
same remedies against Operating Agency as it could pursue in the event of default by
the Operating Agency.
Operating Agency shall immediately report any attempt by the County officer or
employee to solicit such improper consideration. The Report shall be made to the
Executive Director of the Commission or the County Auditor-Controller's Employee
Fraud Hotline 800-544-6861.
Revised 04/09 HOA.596653.1 17
41. INSURANCE. The Commission, acting as an agent of the County, authorizes the
Commission's Risk Manager to determine the requirements of the insurance policies
to be procured and maintained by Operating Agency with respect to its activities and
obligations hereunder. Without limiting Operating Agency's indemnification
requirements as set forth in section 43 below, the Operating Agency shall provide
and maintain at its own expense during the term of this Contract, a program of
insurance satisfactory to the Commission's Risk Manager covering its operations
hereunder, as specifically defined in Exhibit B to this Contract, a copy of which is
attached hereto and incorporated herein by this reference.
42. FAILURE TO PROCURE INSURANCE. Failure on the part of Operating Agency
to procure or maintain required insurance, pursuant to Exhibit B shall constitute a
material breach of contract under which County may immediately suspend or
terminate this Contract or, at its discretion, procure or renew such insurance and pay
any and all premiums in connection therewith. All monies so paid by County shall
be repaid by the Operating Agency to County upon demand or County may offset
the cost of the premiums against any monies due to the Operating Agency from
County.
43. INDEMNIFICATION. Except as otherwise set forth below, the Operating Agency
agrees to indemnify, defend and hold harmless the County, the Commission, the
Housing Authority of the County of Los Angeles ("Housing Authority"), and each of
their elected and appointed officers, officials, representatives, employees, and agents
(hereinafter collectively referred to as "Public Agencies") from and against any and
all liability, demands, damages, claims, causes of action, fees, (including reasonable
attorneys' fees, expert witness' fees, defense costs), and expenses, including, but not
limited to, claims for bodily injury, property damage, and death (hereinafter
collectively referred to as "Liabilities"), arising from, related to, or connected with
the Operating Agency's acts, errors, or omissions. Operating Agency shall not be
required to indemnify, defend, and hold harmless the Public Agencies from any
Liabilities that arise from the sole negligence or willful misconduct of Public
Agencies.
In the event that Operating Agency provides construction services in relation to the
construction of a project related in any way to this Contract, with respect to those
construction services, Operating Agency agrees to indemnify, defend, and hold
harmless Public Agencies from and against any and all Liabilities that arise out of,
pertain to, or relate to such project or the construction services of Operating Agency.
Operating Agency shall not be required to indemnify, defend, and hold harmless
Public Agencies from any Liabilities that arise from the active negligence, sole
negligence or willful misconduct of Public Agencies, Public Agencies' agents,
servants, or independent contractors who are directly responsible to Public Agencies.
In the event that Operating Agency contracts with another entity (hereinafter
"Construction Entity") for construction services to be provided in relation to the
Revised 04/09 HOA.596653.1 18
•
4 $ ,
construction of a project (hereinafter "Operating Agency-Construction Entity
Contract"), Operating Agency agrees that language substantially equivalent to the
following shall be incorporated in its contract with Construction Entity in favor of
Public Agencies: Construction Entity agrees to indemnify, defend, and hold
harmless Public Agencies from and against any and all liabilities demands, damages,
claims, causes of action, fees (including reasonable attorney's fees and costs and
expert witness fees), and expenses, including, but not limited to, claims for bodily
injury, property damage, and death (hereinafter collectively referred to as
"Liabilities"), that arise out of, pertain to, or relate to the project or the construction
services of Construction Entity, its employees, representatives, consultants,
subcontractors, agents, or any other entity for which Construction Entity is
responsible. Construction Entity shall not be required to indemnify, defend, and
hold harmless Public Agencies from any Liabilities that arise from the active
negligence, sole negligence or willful misconduct of Public Agencies, Public
Agencies' agents, servants, or independent contractors who are directly responsible
to Public Agencies. This indemnification clause shall remain in full force and effect
following the expiration and/or termination of the Operating Agency-Construction
Entity Contract.
In the event that Operating Agency provides design professional services in relation
to a project related in any way to this Contract, Operating Agency agrees to
indemnify, defend, and hold harmless Public Agencies from and against any and all
Liabilities that arise out of, pertain to, or relate to the negligence, recklessness, or
willful misconduct of Operating Agency.
In the event that Operating Agency contracts with another entity (hereinafter
"Design Professional Entity") for design professional services to be provided in
relation to a project related in any way to this Contract (hereinafter "Operating
Agency-Design Professional Contract"), Operating Agency agrees that language
substantially equivalent to the following shall be incorporated in the Operating
Agency-Design Professional Contract in favor of Public Agencies, if such contract is
entered into subsequent to the execution date of this Contract: Design Professional
Entity agrees to indemnify, defend, and hold harmless Public Agencies from and
against any and all liability, demands, damages, claims, causes of action, fees
(including reasonable attorney's fees and costs and expert witness fees), and
expenses, including, but not limited to, claims for bodily injury, property damage,
and death (hereinafter collectively referred to as "Liabilities"), that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of Design
Professional Entity, its employees, representatives, consultants, subcontractors,
agents, or any other entity for which Design Professional Entity is responsible. This
indemnification clause shall remain in full force and effect following the expiration
and/or termination of the Operating Agency-Design Professional Contract.
Operating Agency further agrees to indemnify, defend, and hold harmless the Public
Agencies from and against any and all Liabilities relating to the Operating Agency's
acts or omissions, whether civil or criminal, intentional or unintentional, including,
Revised 04/09 HOA.596653.1 19
without limitation, allegations or acts of physical abuse, mental abuse, psychological
abuse, senior abuse, sexual abuse, molestation, maltreatment, or mistreatment,
related in any way to this Contract or the services or work to be provided hereunder.
The above mentioned indemnification provisions shall remain in full force and effect
and survive the cancellation, termination and/or expiration of this Contract.
Operating Agency further agrees to require any entities with which it contracts to
agree to and abide by the above mentioned indemnification requirements in favor of
the Public Agencies, as applicable to each of them.
44. NOTICE TO EMPLOYEES REGARDING THE FEDERAL EARNED INCOME
CREDIT. Operating Agency shall notify its employees, and shall require each
subcontractor to notify its employees, that they may be eligible for the Federal
Earned Income Credit under the federal income tax laws. Such notice shall be
provided in accordance with the requirements set forth in Internal Revenue Service
Notice 1015.
45. TERMINATION FOR CAUSE. This Contract may be terminated by the County
upon written notice to the Operating Agency for just cause (failure to perform
satisfactorily)with no penalties incurred by the County upon termination or upon the
occurrence of any of the following events in a, b or c:
a. Should the Operating Agency fail to perform all or any portion of the work
required to be performed hereunder in a timely manner or properly carry out
the provisions of the Contract in their true intent and meaning, then in such
case, notice thereof in writing will be served upon the Operating Agency, and
should the Operating Agency neglect or refuse to provide a means for
satisfactory compliance with this Contract and with the direction of the
County within the time specified in such notice, the County shall have the
power to suspend or terminate the operations of the Operating Agency in
whole or in part.
b. Should the Operating Agency fail within five days to perform in a satisfactory
manner, in accordance with the provisions of the Contract, or if the work to be
done under said Contract is abandoned for more than three days by the
Operating Agency; then notice of deficiency thereof in writing will be served
upon the Operating Agency.
Should the Operating Agency fail to comply with the terms of said Contract
within five days, upon receipt of said written notice of deficiency, the
Executive Director of Commission shall have the power to suspend or
terminate the operations of the Operating Agency in whole or in part.
c. In the event that a petition of bankruptcy shall be filed by or against the
Operating Agency.
Revised 04/09 HOA.596653.1 20
ti •.i
46. TERMINATION FOR CONVENIENCE. The County reserves the right to cancel
this Contract for any reason at all upon 30 days' prior written notice to Operating
Agency. In the event of such termination, Operating Agency shall be entitled to a
prorated portion paid for all satisfactory work unless such termination is made for
cause, in which event, compensation if any, shall be adjusted in such termination.
47. CONFLICT OF INTEREST. The Operating Agency, its agents and employees shall
comply with all applicable Federal, State and County laws and regulations governing
conflict of interest including, but not limited to, 24 CFR Part 570.611 and 24 CFR
Part 85, Section 85.36(b). To this end, the Operating Agency will make available to
its agents and employees copies of all applicable Federal, State and County laws and
regulations governing conflict of interest.
48. FINANCIAL CLOSE OUT PERIOD. The Operating Agency agrees to complete all
necessary financial close out procedures required by the County, within a period of
not more than sixty (60) calendar days from the expiration date of this Contract.
This time period will be referred to as the financial close out period. The County is
not liable to provide reimbursement for any expenses or costs associated with this
Contract after the expiration of the financial close out period. After the expiration of
the financial close out period, those funds not paid to the Operating Agency under
this Contract, if any, may be immediately reprogrammed by the Operating Agency
into other eligible activities. The Commission, through its Executive Director, or his
designee, may request a final financial audit for activities performed under this
Contract at the expiration of the financial close out period.
49. NONEXPENDABLE PROPERTY. Nonexpendable property means leased or
purchased tangible personal property, included, but not limited to a vehicle, office
equipment, etc. having a useful life of more than one (1)year and an acquisition cost
of $5,000 or more per unit. Nonexpendable property shall also include, but not
limited to real property, and any interest in real property (including any mortgage or
other encumbrance of real property).
Any utilization of funds derived from the sale or disposition of nonexpendable
property must have prior approval of the County and otherwise comply with all
applicable laws and regulations. In the event the Contract is terminated, the County
reserves the right to determine the final disposition of said nonexpendable property
acquired for this project with CDBG funds, including funds derived there from. Said
disposition may include taking possession of said nonexpendable property.
The Operating Agency shall maintain up-to-date property records, listing all
non-expendable property with an acquisition cost of$5,000 or more that it has leased
or purchased during the term of this Contract. The following items should be
included in the list: description of property, serial or ID number, source of funds that
purchased the item (including the award number), owner of property, date of
purchase, cost, percentage of cost paid with Federal monies, location, condition and
Revised 04/09 HOA.596653.1 21
use of property, date of disposal, and sale price or method used to determine the
current market value. The Operating Agency shall conduct a physical inventory of
the nonexpendable property at least once a year, reconcile the inventory with its
property records and maintain these records for five years (5) after the termination or
expiration of this Contract.
In the event there is a change of use or disposition of the property during the term of
this Contract, except in the case of real property in excess of$25,000, if the market
value of the property is over $5,000, the Operating Agency shall immediately pay to
the County a pro-rata share of the current market value of the property, or proceeds
from the sale. The pro-rata share shall be calculated by multiplying the current
market value by the percentage of the purchase price paid with CDBG funds or
program income.
If there is a residual inventory of unused supplies, upon termination or completion of
the project or termination or expiration of this Contract, with a current aggregate
market value exceeding $5,000 and if the supplies are not needed for any other
federally sponsored program(s) or project(s), the Operating Agency shall
immediately pay the County for its pro rata share of the current aggregate market
value or proceeds from the sale calculated at the percentage of the purchase price
paid with CDBG funds. The Operating Agency shall obtain prior approval of the
County and otherwise comply with all applicable laws and regulations prior to
utilizing the supplies for any other federally sponsored program(s) or project(s).
50. PURCHASE OR LEASE OF NONEXPENDABLE PROPERTY. Operating
Agency shall obtain three (3) documented bids prior to purchasing or leasing any
nonexpendable personal property as approved in Exhibit A, Project Description and
Activity Budget. The Operating Agency must purchase or lease from the lowest,
responsive and responsible bidder. Operating Agency shall properly identify and
inventory all nonexpendable property purchased or leased for $5,000 or more,
pursuant to the Contract. Operating Agency shall provide said inventory to the
County upon request.
51. USE OF RECYCLED-CONTENT PAPER PRODUCTS. Consistent with the County
Board of Supervisors' policy to reduce the amount of solid waste deposited at the
County landfills, the Operating Agency agrees to use recycled-content paper to the
maximum extent possible.
52. ARCHITECTURAL BARRIERS ACT AND THE AMERICANS WITH
DISABILITIES ACT. The Architectural Barriers Act of 1968 (42 U.S.C.
4151-4157) requires certain Federal and Federally funded buildings and other
facilities to be designed, constructed, or altered in accordance with standards that
insure accessibility to, and use by, physically handicapped people. A building or
facility designed, constructed, or altered with funds allocated or reallocated under
this part after December 11, 1995, and that meets the definition of residential
structure as defined in 24 CFR Section 40.2 or the definition of building as defined
Revised 04/09 HOA.596653.1 22
in 41 CFR Part 101, is subject to the requirements of the Architectural Barriers Act
of 1968 (42 U.S.C. 4151-4157) and shall comply with the Uniform Federal
Accessibility Standards (Appendix A to 24 CFR Part 40 for residential structures and
Appendix A to 41 CFR Parts 101-19 for general type buildings). The Americans
with Disabilities Act(42 U.S.C. Section 12131; 47 U.S.C. Sections 155.201, 218 and
225) (ADA) provides comprehensive civil rights to individuals with disabilities in
the areas of employment, public accommodations, State and local government
services, and telecommunications. It further provides that discrimination includes a
failure to design and construct facilities for first occupancy after January 26, 1993
that are readily accessible to and usable by individuals with disabilities. Further, the
ADA requires the removal of architectural barriers and communication barriers that
are structural in nature in existing facilities, where such removal is readily
achievable--that is, easily accomplishable and able to be carried out without much
difficulty or expense.
53. CONSTRUCTION\REHABILITATION PROJECTS. The Operating Agency shall
submit a request to the County, to conduct a Contract and Labor Compliance File
Review at least 30 calendar days prior to the anticipated completion of
construction/rehabilitation activities, but in no event later than April 1st of the current
fiscal year.
54. CONTRACTOR RESPONSIBILITY AND DEBARMENT. A responsible contractor
is a contractor, consultant, vendor or operating agency who has demonstrated the
attribute of trustworthiness, as well as quality, fitness, capacity and experience to
satisfactorily perform the Contract. It is the policy of the Commission, Housing
Authority, and County to conduct business only with responsible contractors.
a. The Contractor is hereby notified that if the County acquires information
concerning the performance of a Contractor on any CDBG contract, which
indicates that the Contractor is not responsible, the County may, in addition to
other remedies provided in the Contract, debar the Contractor from bidding or
proposing on, or being awarded, and/or performing work on County,
Commission, and/or Housing Authority contracts for a specified period of time,
which generally will not to exceed five years, but may exceed five years or be
permanent if warranted by circumstances, and terminate any or all existing
contracts the Contractor may have with the County, Commission, and/or
Housing Authority.
b. The County may debar a contractor, consultant, or vendor if the Board of
Commissioners finds, in its discretion, that the contractor, consultant, or vendor
has done any of the following: (1) violated any term of a contract with the
Commission, Housing Authority, or County, or a nonprofit corporation created
by the Commission, Housing Authority, or County (2) committed any act or
omission which negatively reflects on the its quality, fitness or capacity to
perform a contract with the Commission, Housing Authority, or County or any
other public entity, or a nonprofit corporation created by the Commission,
Revised 04/09 HOA 596653 I 23
Housing Authority, or County, or engaged in a pattern or practice which
negatively reflects on same, (3) committed an act or offense which indicates a
lack of business integrity or business honesty, or (4) made or submitted a false
claim against the Commission, Housing Authority, County, or any other public
entity.
c. If there is evidence that a Contractor may be subject to debarment, the County
will notify the Contractor in writing of the evidence, which is the basis for the
proposed debarment and will advise the Contractor of the scheduled date for a
debarment hearing before the Contractor Hearing Board.
d. The Contractor Hearing Board will conduct a hearing where evidence on the
proposed debarment is presented. The Contractor and/or the Contractor's
representative shall be given an opportunity to submit evidence at that hearing.
After the hearing, the Contractor Hearing Board shall prepare a tentative
proposed decision, which shall contain a recommendation regarding whether the
Contractor should be debarred, and, if so, the appropriate length of time of the
debarment. The Contractor and the County shall be provided an opportunity to
object to the tentative proposed decision prior to its presentation to the Board of
Commissioners.
e. After consideration of any objections, or if no objections are submitted, a record
of the hearing, the proposed decision and any other recommendation of the
Contract Hearing Board shall be presented to the Board of Commissioners. The
Board of Commissioners shall have the right to modify, deny or adopt the
proposed decision and recommendation of the Hearing Board.
f. If a Contractor has been debarred for a period longer than five years, that
Contractor may, after the debarment has been in effect for at least five years,
submit a written request for review of the debarment determination to reduce the
period of debarment or terminate the debarment. The County may, in its
discretion, reduce the period of debarment or terminate the debarment if it finds
that the Contractor has adequately demonstrated one or more of the following:
(1) elimination of the grounds for which the debarment was imposed; (2) a bona
fide change in ownership or management; (3) material evidence discovered after
debarment was imposed; or (4) any other reason that is in the best interests of
the County.
g. The Contractor Hearing Board will consider a request for review of the
debarment determination only where (1) the Contractor has been debarred for a
period longer than five years; (2) the debarment has been in effect for at least
five years; and (3) the request is in writing, states one or more of the ground for
reduction of the debarment period or termination of the debarment, and includes
supporting documentation. Upon receiving an appropriate request, the
Contractor Hearing Board will provide notice of the hearing on the request. At
the hearing, the Contractor Hearing Board shall conduct a hearing where
Revised 04/09 HOA.596653.1 24
7 A a
evidence on the proposed reduction of debarment period or termination of
debarment is presented. This hearing shall be conducted and the request for
review decided by the Contractor Hearing Board pursuant to the same
procedures as for a debarment Hearing.
h. The Contractor Hearing Board's proposed decision shall contain a
recommendation on the request to reduce the period of debarment or terminate
the debarment. The Contractor Hearing Board shall present its proposed
decision and recommendation to the Board of Commissioners. The Board of
Commissioners shall have the right to modify, deny or adopt the proposed
decision and recommendation of the Contractor Hearing Board.
i. These terms shall also apply to subcontractors and sub consultants of County,
Commission, or Housing Authority contractors, consultants, vendors and
operating agencies.
55. OPERATING AGENCY'S WARRANTY OF ADHERENCE TO COUNTY'S
CHILD SUPPORT COMPLIANCE PROGRAM. Operating Agency acknowledges
that the County has established a goal of ensuring that all individuals who benefit
financially from County through contract are in compliance with their court-ordered
child, family and spousal support obligations in order to mitigate the economic
burden otherwise imposed upon County and its taxpayers.
As required by County's Child Support Compliance Program (County Code Chapter
2.200) and without limiting Operating Agency's duty under this Contract to comply
with all applicable provisions of law, Operating Agency warrants that it is now in
compliance and shall during the term of this Contract maintain compliance with
employment and wage reporting requirements as required by the Federal Social
Security Act (42 USC Section 653a) and California Unemployment Insurance Code
Section 1088.5, and shall implement all lawfully served Wage and Earnings
Withholding Orders or District Attorney Notices of Wage and Earnings Assignment
for Child or Spousal Support, pursuant to Code of Civil Procedure Section 706.031
and Family Code Section 5246(b).
56. TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN
COMPLIANCE WITH COUNTY'S CHILD SUPPORT COMPLIANCE
PROGRAM. Failure of Operating Agency to maintain compliance with the
requirements set forth in Section 55, Operating Agency's Warranty of Adherence to
County's Child Support Compliance Program shall constitute a default by Operating
Agency under this Contract. Without limiting the rights and remedies available to
County under any other provision of this Contract, failure to cure such default within
ninety (90) days of notice by the Los Angeles County Child Support Services
Department (CSSD) shall be grounds upon which the Executive Director or his
designee may terminate this Contract pursuant to Section 45, Termination for Cause.
57. POST MOST WANTED DELINQUENT PARENTS LIST. The Operating Agency
Revised 04/09 1-10A 596653 25
acknowledges that the County places a high priority on the enforcement of child
support laws and the apprehension of child support evaders. The Operating Agency
understands that it is County's policy to voluntarily post a list entitled L.A's Most
Wanted: Delinquent Parents poster in a prominent position at Operating Agency's
place of business. The CSSD will supply the Operating Agency with the poster to be
used.
58. EMPLOYEES OF OPERATING AGENCY. Workers' Compensation: Operating
Agency understands and agrees that all persons furnishing services to the County
pursuant to this Contract are, for the purposes of Workers' Compensation liability,
employees solely of the Operating Agency. Operating Agency shall bear sole
responsibility and liability for providing Workers' Compensation benefits to any person
for injuries arising from an accident connected with services provided to the County
under this Contract.
Professional Conduct: The County does not and will not condone any acts, gestures,
comments or conduct from the Operating Agency's employees, agents or
subcontractors which may be construed as sexual harassment or any other type of
activities or behavior that might be construed as harassment. The County will properly
investigate all charges of harassment by residents, employees or agents of the County
against any and all Operating Agency's employees, agents or subcontractors providing
services for the County. The Operating Agency assumes all liability for the actions of
the Operating Agency's employees, agents or subcontractors and is responsible for
taking appropriate action after reports of harassment are received by the Operating
Agency.
59. NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED
BABY LAW. The Operating Agency shall notify and provide to its employees, and
shall require each subcontractor to notify and provide to its employees, a fact sheet
regarding the Safely Surrendered Baby Law, its implementation in Los Angeles
County, and where and how to safely surrender a baby. The fact sheet is available
on the Internet at w-ww.babysalela.org under the public information link for printing
purposes.
60. OPERATING AGENCY'S ACKNOWLEDGMENT OF COUNTY'S
COMMITMENT TO THE SAFELY SURRENDERED BABY LAW. The
Operating Agency acknowledges that the County places a high priority on the
implementation of the Safely Surrendered Baby Law. The Operating Agency
understands that it is the County's policy to encourage all County Contractors to
voluntarily post the County's "Safely Surrendered Baby Law" poster in a prominent
position at the Operating Agency's place of business. The Operating Agency will
also encourage its Subcontractors, if any, to post this poster in a prominent position
in the Subcontractor's place of business. The poster is available at
wwv___Akcib,ysiktacjiimster_e.pdf.
61. PHOTOGRAPHS, FOOTAGE, AND OTHER MEDIA MATERIALS. Operating
Agency represents and warrants that all photographs, videos, DVD's, footage,
Revised 04/09 HOA.596653.1 26
r '
t � i
magazines, and other media materials provided to the County are either public record
or have been legally procured without invading the copyright, ownership, or privacy
rights of any individual. Operating Agency further agrees to defend, hold harmless,
and indemnify the County from any and all liability, as described in Section 43,
Indemnification, arising from or related to County's use of said photographs, videos,
DVD's, footage, magazines, and other media materials.
62. ENTIRE CONTRACT. This Contract with attachments and any and all CDBG
Bulletins, which the County may issue from time to time following the date of
execution, constitute the entire understanding and agreement of the parties.
Revised 04/09 HOA.596653.1 27
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IN WITNESS WHEREOF, the Board of Supervisors of the County of Los Angeles has
caused this Contract to be subscribed by the Executive Director of the Community Development
Commission, and the Operating Agency has subscribed the same through its authorized officers,
on the day,month and year first above written.
COUNTY OF LOS ANGELES City of Rancho Palos Verdes
Digitally signed by Carolyn Lehr
Carolyn Lehr DN:cn=Caroyn Lehr,o=City of Rancho
Palos Veroes,ou=city Manager.
BY: BY/TITLE: email=ludyh@rpv.com,c=US
Date2009.06.18 13'5129-07'00'
SEAN ROGAN,
Executive Director
Community Development Commission
of the County of Los Angeles
APPROVED AS TO FORM: APPROVED AS TO PROGRAM:
ROBERT E. KALUNIAN SEAN ROGAN,
Acting County Counsel Executive Director
Community Development Commission
of the County of Los Angeles
BY: � � BY: —
Deputy Director, CDBG
Revised 4/06
IN WITNESS WHEREOF,the Board of Supervisors of the County of Los Angeles has
caused this Contract to be subscribed by the Executive Director of the Community Development
Commission, and the Operating Agency has subscribed the same through its authorized officers,
on the day, month and year first above written.
COUNTY OF LOS ANGELES City of Rancho Palos Verdes
BY: BY/TITLE:
IL 11 � tL 46,
Carolyn Lehr, City Manager
SEAN ROGAN,
Executive Director
Community Development Commission
of the County of Los Angeles ATTEST:
CITY CLERK:
BY: ("Agic-etvedie
APPROVED AS TO FORM: APPROVED AS TO PROGRAM:
ROBERT E. KALUNIAN SEAN ROGAN,
Acting County Counsel Executive Director
Community Development Commission
of the County of Los Angeles
BY: BY:
Deputy Director,CDBG
Revised 4/06
EXHIBIT B
INSURANCE REQUIREMENTS FOR OPERATING AGENCIES
In order for the Operating Agency to meet its obligations to the community and insure it's
continuance, the Community Development Commission of the County of Los Angeles (CDC),
the Housing Authority of the County of Los Angeles (HA) and the County of Los Angeles
(County) requires that prior to the execution of this contract, the Operating Agencies must
provide evidence that all insurance requirements have been met. Evidence of said insurance
shall consist of Certificates of Insurance and original endorsements as required, having been
reviewed and approved as being sufficient by the CDC. Consequently, the Operating Agency
will ensure that all sub-recipients, sub-contractors, or sub-consultants, doing work on behalf of
the Operating Agency, shall comply with applicable insurance laws and requirements and
maintain current coverage and certification.
Any lapse of required insurance coverage during the term of this Contract shall constitute an
event of default hereunder. CDC shall notify Operating Agency in writing of said event of
default and give Operating Agency ten (10) working days from the date of the letter to respond.
If no response is received from Operating Agency after said period of time, the CDC shall notify
Operating Agency in writing that it has five (5) working days to fully comply with the insurance
requirements herein, and provide proof of said compliance to the CDC, in order to cure said
event of default. If said event of default is not cured within the cure period, the CDC may
immediately terminate the Contract for cause. No funds will be advanced, reimbursed, or
disbursed until all insurance requirements have been met and evidence of said insurance
consisting of Certificates of Insurance and original endorsements as required, have been
reviewed and approved as being sufficient by the CDC. There absolutely will be no
reimbursement of costs for the default and cure periods.
Any exceptions to the insurance requirements as set forth herein, would be granted only on a
case by case basis. Prior to the Operating Agency receiving funds, the CDC or the HA will
review the activities of the Operating Agency. Those Operating Agencies whose activities
present no meaningful exposure to the CDC, the HA and the County may have certain insurance
coverages waived by the CDC Risk Management Administrator upon the written request of the
Operating Agency.
INDEMNIFICATION:
Operating Agencies shall indemnify, defend and hold harmless the CDC, the HA, the County,
and their appointed officials, employees, agents or volunteers ("Covered Entities") from and
against any and all liability, including but not limited to demands, claim actions, fees, costs and
expenses (including attorney and expert witness fees); arising from or connected with Operating
Agency Acts and/or omissions arising from and/or relating to this agreement.
Without limiting its indemnification of the "Covered Entities", each Operating Agency shall be
required, if funded, to provide the following insurance or evidence of formal self-insurance to
meet contract requirements:
Insurance Requirements
Page 1
Revised 5/12/05
1. GENERAL LIABILITY INSURANCE: Written on ISO policy form CG 00 01 or its
equivalent with limits of not less than the following: $1,000,000, per occurrence;
$2,000,000 general aggregate: Higher limits may be required depending on the type of
services provided. This protects an Operating Agency against claims for injury or
property damage brought by members of the public as a result of the Operating Agency's
activities. It is not now uncommon for a jury to award $1 million in judgments for
successful claims, and regardless of the outcome, defense costs can be enormous.
General Liability Insurance should pay the jury award and costs, thereby protecting the
Operating Agency's assets and insuring its continuance. The CDC cannot endorse
Operating Agencies, which are not financially responsible. It is in the best interests of the
community for the CDC to maintain insurance and encourage the continuance of the
services provided by the Operating Agency. In cases where the activities for the
Operating Agency present no meaningful General Liability exposure to the "Covered
Entities", the CDC Risk Management Administrator may waive this coverage upon the
written request of the Operating Agency. General Liability forms also exclude claims
arising from the use of automobiles,and separate coverage is required.
2. ADDITIONAL GENERAL LIABILITY COVERAGE REQUIREMENTS: General
liability policies shall be endorsed to contain the following provisions:
A. The "Covered Entities" are to be covered as additional named insureds by
endorsement with respect to liability arising out of activities performed by or
on behalf of the Operating Agency, including products and completed
operations, premises owned, leased, or used. Endorsement shall be included
as part to the Operating Agency's file.
B. The insurance coverage shall be primary insurance with respect to the "Covered
Entities". Any insurance or self-insurance maintained by the "Covered Entities"
shall be in excess of the insurance and shall not contribute to it. Coverage shall
state that the insurance shall apply separately to each insured against whom the
claim is made or suit is brought, except with respect to the limits of the insurer's
liability
3. AUTOMOBILE LIABILITY INSURANCE: Written on ISO policy form CA 00 01 or
it equivalent with a limit of liability of not less than $1,000,000 per accident. Such
insurance shall include coverage for all "owned", "hired", and "non-owned" vehicles, or
coverage for "any auto". An Operating Agency should insure automobiles which they
own. It should also be noted, however, that an Operating Agency can be held
responsible for claims arising from its use of automobiles owned by volunteers,
employees or contractors when conducting organization business. For this exposure, non-
owned automobile liability coverage is required. This can be purchased in conjunction
with most General Liability policies at a small additional premium. In cases where the
funds for the activities given to the Operating Agencies present no meaningful
Automobile Liability Exposure to the "Covered Entities", the CDC Risk Management
Administrator may waive coverage upon written request from the Operating Agency.
Insurance Requirements
Page 2
Revised 5/12/05
n
4. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE:
Provide workers' compensation benefits as required by the Labor Code of the State of
California, and in all cases, this insurance shall include Employers' Liability coverage
Limits of not less than the following for $1,000,000 per accident. Even if an Operating
Agency has no regular employees, it can be held responsible for the payment of workers'
compensation benefits for volunteers who can show that they are being recompensed for
their services in some way by the Operating Agency.
Basic coverage is almost always necessary to protect an Operating Agency and to insure
compliance with the State Labor Code.
5. CRIME COVERAGE FOR EMPLOYEE THEFT: Coverage for the total amount of
the grant. This is required to safeguard federal funds held or used by the Operating
Agency Incidents have occurred in the past where federal funds have been stolen or
embezzled by an Operating Agency employee, and the Operating Agency has been
financially unable to recover the loss. Coverage should be written on a Discovery Form.
6. PROFESSIONAL LIABILITY INSURANCE: If applicable, in an amount of not less
than $1,000,000 aggregate combined single limit, unless this requirement has been
waived in writing. This extends coverage claims arising from negligent professional
activities such as medical treatments, psychiatric or financial counseling, etc. These
exposures are excluded under the general liability form. In cases where the activities for
the Operating Agency present no meaningful professional exposure, CDC Risk
Management may waive compliance with this contract provision upon written request.
7. PROPERTY COVERAGE: If applicable, and if, under the terms of Contract, the
Operating Agency will have possession of, rent, lease or be loaned County-owned real or
nonexpendable personal property, the Operating Agency may be required to insure the
property for replacement cost under Special Form Coverage. The Community
Development Commission shall be named on a Lenders Payable Endorsement. Evidence
of this endorsement shall be sent to the Commission and retained in the Operating
Agency file. Coverage shall be in effect for 3 years, at which time the property shall be
deemed owned by the organization,with no insurable interest of the Commission.
NOTICE OF CANCELLATION
Except for non-payment of premium, each insurance policy shall be endorsed to state that the
coverage shall not be suspended, voided, or canceled by either party or reduced in coverage
except after thirty(30) days prior written notice has been given to the CDC.
SELF-INSURANCE
Where agencies are totally self-insured for any of the coverages required, or where deductibles
or self-insured retentions exceed the limits of coverage required, evidence of a formal funded
program of self-insurance will be accepted in lieu of commercial insurance. The agencies shall
fully protect the "Covered Entities" in the same manner as their interest would have been
protected had commercial insurance been in effect.
Insurance Requirements
Page 3
Revised 5/12/05
ACCEPTABLE INSURANCE CARRIERS
Acceptable insurance coverage shall be placed with carriers admitted to write insurance in
California, or carriers with a rating equivalent to, A+ by A.M. Best & Co. Carriers not admitted
in California, shall be subject to LESLI list on file with the California Department of Insurance.
Any deviation from this rule shall require specific approval in writing from the CDC.
K:\CDBG Common\INSURANCE(JUNE 3,2004)\Insurance\Insurance Requirements Exhibit B Rev 3-16-05.doc
Insurance Requirements
Page 4
Revised 5/12/05
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f A
EXHIBIT B
INSURANCE REQUIREMENTS FOR
OPERATING AGENCY
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275-5351
In order for the Operating Agency to meet its obligations to the community and insure its
continuance, the Community Development Commission of the County of Los Angeles ("CDC"),
the Housing Authority of the County of Los Angeles ("HA"), and the County of Los Angeles
("County") require that prior to the execution of this contract, the Operating Agency must
provide evidence that all insurance requirements have been met. Without limiting Operating
Agency's indemnifications as set in the attached contract, Operating Agency shall procure and
maintain, at Operating Agency's sole expense, for the duration of this contract, the insurance
policies described herein. Such insurance shall be secured from carriers admitted in California, or
authorized to do business in California. Carriers shall be in good standing with the California
Secretary of State's Office and the California Department of Insurance. Such carriers must be
approved by the California Department of Insurance and must be included on the California
Department of Insurance List of Eligible Surplus Line Suppliers (hereinafter "LESLI"). Carriers
must have a minimum rating of or equivalent to A: VIII in Best's Insurance Guide. Operating
Agency shall, prior to the execution of this contract, deliver to the CDC Certificates of
Insurance with original endorsements evidencing the insurance coverage required by this
agreement. The certificates and endorsements shall be signed by a person authorized by the
insurers to bind coverage on its behalf. The CDC reserves the right to require complete certified
copies of all policies at any time. Said insurance shall be in a form acceptable to the CDC and
may provide for such deductibles as may be acceptable to the CDC.
Any self-insurance program and self-insured retention must be separately approved by the CDC. In
the event such insurance does provide for deductibles or self-insurance, Operating Agency agrees
that it will defend, indemnify and hold harmless the CDC, County, and HA, and each of their
elected and appointed officers, officials, representatives, employees, and agents in the same
manner as they would have been defended, indemnified and held harmless if full coverage under
any applicable policy had been in effect. Each such certificate shall stipulate that the CDC be
given at least thirty (30) days' written notice in advance of any cancellation or any reduction in
limit(s) for any policy of insurance required herein. Operating Agency shall give the CDC
immediate notice of any insurance claim or loss which may be covered by insurance. Operating
Agency represents and warrants that the insurance coverage required herein will also be provided
by any entities with which Operating Agency contracts, as detailed below. All Certificates of
Insurance and additional insured endorsements shall carry the following information, as
identified in the top portion of this document: Agency Name and Address
The insurance policies set forth herein shall be primary insurance with respect to the CDC. The
insurance policies shall contain a waiver of subrogation for the benefit of the CDC. Failure on
the part of Operating Agency, and/or any entities with which Operating Agency contracts, to
procure or maintain the insurance coverage required herein may, upon the CDC's sole discretion,
City Insurance Requirements
Page 1
Revised 4/09
-;1
r
constitute a material breach of this contract pursuant to which the CDC may immediately
terminate this contract and exercise all other rights and remedies set forth herein, at its sole and
absolute discretion, and without waiving such default or limiting the rights or remedies of the
CDC, procure or renew such insurance and pay any and all premiums in connection therewith
and all monies so paid by the CDC shall be immediately repaid by the Operating Agency to the
CDC upon demand including interest thereon at the default rate. In the event of such a breach,
the CDC shall have the right, at its sole election, to participate in and control any insurance
claim, adjustment, or dispute with the insurance carrier. Operating Agency's failure to assert or
delay in asserting any claim shall not diminish or impair the CDC's rights against the Operating
Agency or the insurance carrier.
When Operating Agency is naming the CDC as an additional insured on any of the insurance
policies set forth herein, then the additional insured endorsement shall contain language similar to
the language contained in ISO form CG 20 10 10 01. In the event the CG 20 10 10 01 is provided,
then the CG 2037 10 01 must also be provided to cover any Completed Operations exposure. When
any entity with which Operating Agency is contracting, is naming the CDC as an additional insured
on any of the insurance policies set forth herein, then the additional insured endorsement shall
contain language similar to the language contained in ISO form CG 20 10 11 85.
Any failure to maintain the insurance required herein, may be deemed, at the sole discretion of
CDC, a material breach of this contract. No funds will be advanced, reimbursed, or disbursed
until all of the above mentioned insurance requirements have been met. There absolutely will be
no reimbursement of costs for the default and cure periods.
Exceptions to the insurance requirements as set forth herein, will be granted only on a case by
case basis. Prior to the Operating Agency receiving funds, the CDC or the HA will review the
activities of the Operating Agency. Those Operating Agencies whose activities present no
meaningful exposure to the CDC, the HA and/or the County (as determined solely by the CDC
Risk Management Administrator) may have certain insurance coverages waived by the CDC Risk
Management Administrator upon the written request of the Operating Agency and CDC Risk
Management Administrator's approval of such.
The following insurance policies shall be obtained and maintained by Operating Agency for the
duration of this contact, unless set forth otherwise herein:
A. GENERAL LIABILITY INSURANCE (written on ISO policy form CG 20 10
11 85 or it's equivalent) including coverage for personal injury, death, property damage and
contractual liability with limits of not less than the following:
General Aggregate $2,000,000
Products/Completed Operations Aggregate $1,000,000
Personal and Advertising Injury $1,000,000
Each Occurrence $1,000,000
The CDC, HA, and County, and each of their elected and appointed officers, officials,
representatives, employees, and agents (hereinafter collectively referred to as the "Covered
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Entities"), shall be covered as additional insureds on such policy. In addition, the Operating
Agency must provide evidence of or a separate Additional Insured Endorsement form identifying
the Covered Entities as additional insureds for the General Liability insurance policy. If the
services provided in relation to this Agreement relate in any way to minors, then this policy shall
also include an endorsement for abuse and sexual molestation.
B. WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY insurance
providing workers' compensation benefits, as required by the Labor Code of the State of
California. In all cases, the above insurance shall include Employer's Liability coverage with
limits of not less than the following:
Each Accident $1,000,000
Disease-Policy Limit $1,000,000
Disease-Each Employee $1,000,000
C. CRIME COVERAGE FOR EMPLOYEE THEFT; FIDELITY BOND: If the
aggregate budgeted amount for the current fiscal year allotted for the Operating Agency is less
than fifty thousand dollars ($50,000), the Operating Agency shall not be required to comply with
this section C. If the aggregate budgeted amount for the current fiscal year allotted for the
Operating Agency is greater than or equal to fifty thousand dollars ($50,000), then Operating
Agency shall be required to comply with the following requirements in this section C:
Operating Agency shall procure and maintain, at its sole cost and expense, a fidelity bond
covering each employee of Operating Agency, whether or not they are compensated. The
fidelity bond may be either a primary commercial blanket bond or a blanket position bond
written by an insurer licensed by the California Insurance Commissioner. Borrower shall
provide thirty (30) days notice to the CDC prior to cancellation of the fidelity bond. The fidelity
bond shall provide a minimum coverage equivalent to the lesser of one million dollars
($1,000,000) or 50% of the aggregate budgeted amount for the current fiscal year for the
Operating Agency, as set forth in the cumulative Exhibit A budgets. If the Operating Agency
experiences an increase in funding during the fiscal year, the crime coverage requirement will be
re-assessed and additional coverage may be required in the sole and absolute discretion of the
CDC. The Operating Agency shall maintain the fidelity bond for the duration of this contract.
The fidelity bond may contain a provision for a deductible amount from any loss which, except
for such deductible provision, would be recoverable from the insurer. A deductible provision
shall not be in excess of ten percent (10%) of the required minimum bond coverage. Any
deviation from this fidelity bond section shall require specific written approval by the CDC. The
CDC reserves the right, at its sole and absolute discretion to amend at anytime the requirements
contained in this section C.
D. AUTOMOBILE LIABILITY INSURANCE (written on ISO policy form CA
00 01 or its equivalent) with a limit of liability of not less than one million dollars ($1,000,000)
for each incident. Such insurance shall include coverage of all "owned", "hired", and
"non-owned" vehicles, or coverage for "any auto." The Covered Entities shall be covered as
additional insureds on such policy.
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E. PROFESSIONAL LIABILITY INSURANCE including coverage for personal
injury, death, property damage, and contractual liability in an amount not less than One Million
Dollars ($1,000,000) for each occurrence, (Two Million Dollars ($2,000,000) general aggregate).
Said insurance shall be maintained for the statutory period during which the professional maybe
exposed to liability. The purpose of this insurance is to cover all claims for professional services
being provided by Operating Agency,which includes, but is not limited to, services provided by the
following professionals: physicians, physician's assistants, nurses, psychiatrists, psychologists,
pharmacists, social workers, architects, engineers, and financial counselors. If Operating Agency is
not providing professional services, then it is the responsibility of Operating Agency to obtain
separate written approval from CDC to eliminate this professional liability insurance requirement.
Operating Agency shall require that the aforementioned professional liability insurance coverage
language be incorporated into its contract with any other entity with which it contracts for
professional services.
Operating Agency agrees it will require that, at a minimum, all of the above mentioned insurance
requirements, with the exception of the Crime Coverage, are incorporated in its contract with any
entity with which it contracts in relation to this contract, or in relation to the property or project that
is the subject of this contract.
The CDC reserves the right, at its sole and absolute discretion, to amend at anytime the
provisions of this Exhibit B.
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