CONTRACT 3157 Grant AgreementCOUNTY OF LOS ANGELES
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
REIMBURSABLE CONTRACT
WITH PARTICIPATING CITY
CONTRACT NUMBER: 70726
THIS CONTRACT is made and entered into this 1st day of July, 2003, by and between
the County of Los Angeles, hereinafter called the "County," and the City of El Segundo,
hereinafter called the "Operating Agency" hereinafter collectively referred to as the "parties."
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 Executive Director of the Community
Development Commission of the County of Los Angeles (Commission),
hereinafter called "Executive Director ", or his designee, shall have full authority
to act for 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 Plan (HCDP), adopted by
the County Board of Supervisors on May 27, 2003, 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 a detailed Project Description
and Budget, is 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.
4. TIME OF PERFORMANCE. Said services of Operating Agency are to
commence not sooner than the date first written above, and shall be completed not
later than June 30, 2004. Specified protect 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. Upon such performance
under this Contract, County shall reimburse Operating Agency an amount not to
exceed one hundred and nine thousand two hundred and two dollars ($109,202),
which shall constitute full and complete reimbursement hereunder, provided for in
the implementation of this Contract. Said reimbursement will only be paid out of
funds received by County from the Federal Government under the Act for the
Fiscal Year 2003 -04, or from program income, as described in 24 CFR 570 and
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accumulated under said project(s), for allowable costs actually incurred for the
express purposes specified. The parties understand and agree that such
reimbursement, if any, shall be conditioned upon receipt of said funds by the
County from the Federal Government or accumulation of program income from
said project(s), and shall not be a charge on any other funds of the County or the
Commission. 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 receipt of and approval by Commission of a periodic detailed
invoice in a form specified and approved by the Executive Director, or his
designee. Operating Agency shall bill for expenditures on a reimbursable basis
for each project for which an ATI has been executed. . After the expiration of
the financial close out period, those funds not paid under this Contract, if
any, will be returned to the Operating Agency's unprogrammed 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/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.
7. ACCOUNTIN G. 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 50 of this Agreement.
8. EXPENDITURE STANDARD. The Operating Agency shall not have more than
150 percent of its allocation for the current year unexpended after March 31 of
each 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 unprogrammed funds and/or
subsequent annual allocations to ensure that the expenditure standard is met.
9. 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 of Part 570; U.S. Office of
Management and Budget (OMB) Circular A -87, and 24 CFR 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.
10. UNIFORM ADMINISTRATIVE REQUIREMENTS. The Operating Agency
shall comply with applicable uniform administrative requirements, as described in
24 CFR 570.502.
11. OTHER PROGRAM REQUIREMENTS. The Operating Agency shall carry out
each activity in compliance with the Federal laws and regulations described in
Subpart K of the above - referenced federal regulations, except that:
(i) The Operating Agency does not assume the County's environmental
responsibilities described in 24 CFR 570.604; and
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(ii) The Operating Agency does not assume the County's responsibility for
initiating the review process under Executive Order 12372.
12. REVENUE DISCLOSURE AND RECORD RETENTION. The Operating
Agency shall make available for inspection and audit to County's representatives,
upon request, at any time during the implementation of this Contract and for a
period of five (5) years thereafter, 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 County may cancel,
terminate or suspend this Contract.
13. PROGRAM EVALUATION AND REVIEW. Operating Agency shall allow
County authorized personnel to inspect and monitor its facilities and program
operations, including the interview of Operating Agency staff and program
participants, as required by the County.
14. REPORTS AND .RECORDS. Operating Agency agrees to prepare and submit all
HUD required reports and any financial, program progress, monitoring,
evaluation or other reports required by County or its representatives. Operating
Agency shall 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 CDBG Program.
15. PERFORMANCE STANDARDS. The Operating Agency shall comply with
specific project implementation and expenditure standards as adopted by the
Board of Supervisors of the County.
16. 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 provide
employment opportunities to residents of the project area(s) specified in the
ATI(s).
17. DISCRIMINATION. No person shall, on the grounds of race, sex, 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.
18. FISCAL LIMITATIONS. The United States of America, through HUD, may in
the future place programmatic or fiscal limitation(s) on CDBG funds not presently
anticipated. Accordingly, the County reserves the right to revise this Contract in
order to take into account actions affecting HUD program funding. In the event
of funding reduction, the County may reduce the budget of this Contract as a
whole or may limit the rate of the Operating Agency's use of both its
uncommitted and its unspent funds. Where HUD has directed or requested the
County to implement a reduction in funding, in whole or in a cost category, with
respect to funding for this Contract, the Executive Director, or his designee, may
act for the County in implementing and effecting such a reduction and in revising
the Contract for such purpose. Where the 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 Executive Director,
or his designee, may act for the County in suspending the operation of this
Contract for up to sixty (60) days, upon three (3) days notice to Operating Agency
of his intention to so act, 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
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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.
19. INDEMNIFICATION. The Operating Agency agrees to indemnify, defend and
save harmless the Housing Authority, County and Commission, and their agents,
officers and employees, from and against any and all liability, expense, including
defense costs and legal fees, and claims for damages of any nature whatsoever,
including, but not limited to bodily injury, death, personal injury, or property
damage arising from or connected with the Operating Agency's operations, or its
services hereunder, including any workers' compensation suits, liability or
expense arising from or connected with services performed on behalf of
Operating Agency by any person pursuant to this Contract.
20. AUDIT EXCEPTIONS BY STATE AND FEDERAL AGENCIES. Operating
Agency agrees that in the event the Program established hereunder, is subject to
audit, monitoring or other exceptions by appropriate State and Federal 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.
21. PROGRAM INCOME. Upon termination of this Contract, the County reserves
the right to determine the final disposition of any program income, as described in
24 CFR 570.504. Said disposition may include the County taking possession of
said program income.
22. TIME OF PERFORMANCE MODIFICATIONS. Executive Director, or his
designee, may grant time of performance modifications to this Contract when
such modifications are:
a. In the best interest of the County and Operating Agency in performing the
scope of the services under this Contract;
b. In increments that do not exceed twelve (12) months and in aggregate and
do not exceed thirty -six (36) calendar months; and
C. Approved by the Executive Director, or his designee, in writing prior to
expenditures being made.
23. JOINT FUNDING. For projects in which there are sources of funds in addition to
CDBG funds, Operating Agency shall provide proof of such funding upon
request. The County shall not pay for any services provided 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.
24. 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 ventures 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' con -ipensation benefits to, any person for injuries arising from
or connected with services performed on behalf of the Operating Agency pursuant
to this Contract.
25. 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).
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26. 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.
27. ASSIGNMENT. This Contract is not assignable by Operating Agency. Any
attempt by Operating Agency to assign any performance of the terms of this
Contract shall be null and void and shall constitute a material breach of this
Contract.
28. AMENDMENTS/VARIATIONS. This writing, with attachments embodies the
whole of the agreement of the parties hereto. There are no oral agreements not
contained herein. Except as herein provided, no addition to or variation of the
terms of this Contract shall be valid unless made in the form of a written
amendment of this Contract formally approved and executed by both parties.
29. NOTICES. All notices to be given under this Contract shall be served in writing.
The notices to the Operating Agency shall be sent to the following address:
City of El Segundo
350 Main Street
El Segundo„ CA 90245
Notices, reports and statements to the County shall be delivered or sent to the
Executive Director or his designee.
Community Development Commission of
the County of Los Angeles
2 Coral Circle
Monterey Park, California 91755
Each party shall promptly notify the other party of any change(s) of address to
which notices shall be sent pursuant to this Contract.
30. 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.
31. REVERSION OF ASSETS. Upon expiration of this Contract the Operating
Agency shall transfer to the County any CDBG funds on hand at the time of
expiration and any accounts receivable attributable to the use of CDBG funds. It
shall also include provisions designed to ensure that property under the Operating
Agency's control that was acquired or improved in whole or in part with CDBG
funds in excess of $25,000 is either:
(i) Used to meet one of the national objectives in 24 CFR 570.208 until
five (5) years after expiration of the agreement, or such longer period
of time as determined appropriate by the County; or
(ii) Is disposed of in a manner that results in the County being reimbursed
in the amount of the current fair market value of the property less any
portion thereof attributable to expenditures of non -CDBG funds for
acquisition of, or improvements to, the property. Such reimbursement
is not required after the period of time specified in accordance with
subsection 31 (i) above.
32. CERTIFICATION REGARDING LOBBYING. With regard to the
certification for contracts, grants, loans, and Cooperative Agreements, the
undersigned certifies, to the best of his or her knowledge and belief, that:
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(1) 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.
(2) 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 Congress, or an employee of a
Member of Congress in connection with this Federal contract,
grant, loan, or cooperative agreement, the undersigned shall
complete and submit to HUD Standard Form -LLL, "Disclosure
Form to Report Lobbying," in accordance with its instructions.
(3) The undersigned shall require that the language; of this
certification be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, and
contracts under grants, loans, and cooperative agreements) and
that all subrecipients 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.
33. CERTIFICATION PROHIBITING USE OF EXCESSIVE FORCE. In
accordance with Section 519 of Public Law 101 -144, the undersigned certifies, to
the best of his or her knowledge and belief, that it has adopted and is enforcing:
(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;
34. 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 drag -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
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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 34;
(4) Notifying the employee in the statement required by paragraph 1 of
this Section 34 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;
(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.
(8) The Operating Agency may insert in the space provided below the
site(s) for the performance of work done in connection with the
specific grant;
Check _ if there are workplaces on file that are not identified here.
35. 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 Section 24 CFR 570.606 (c) (iii) A -G.
36. SECTION 3. In order to comply with the Housing and Urban Development Act
of 1968, the Operating Agency and, where applicable, it contractor(s) and
subcontractor(s) shall comply with Section 3 regulations as described in 24 CFR
Part 135. The 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.
37. 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, pursuant to Paragraph 38, or impose other penalties as specified in
this Contract.
A performance review will be conducted no later than 90 days prior to the end
of the first and second years of the Contract to evaluate the performance of the
Operating Agency. Based on the assessment of the performance review, as
determined by the County in its sole discretion, written notification will be
given to the Operating Agency whether the Contract will be terminated at the
end of the current year or will be continued into the next contract year.
38. 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.
39. INSURANCE. Without limiting Operating Agency's indemnification of the
Housing Authority, County and Commission, and their agents, officers and
employees, the Operating Agency shall provide and maintain at its own
expense during the terns of this Contract, a program of insurance satisfactory to
the County's Risk Manager covering its operations hereunder. The details of
said program of insurance are specifically cited in Exhibit B.2 attached to and
forming part of this Contract. Satisfaction of the terms of this Section by the
Operating Agency shall be a condition precedent to payment as well as the
initiation of services under this Contract.
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40. 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
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.
41. COUNTY LOBBYIST ORDINANCE. Operating Agency and each 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. The Operating Agency must
also certify in writing that they are 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.
Failure on the part of the Operating Agency and or County Lobbyist to fully
comply with the 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 civil action.
42. 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 and good
workmanlike 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
Operating Agency by the Manager of Central Services.
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.
43. 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.
44. CONFLICT OF INTEREST. 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 Agreement, 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. Upon execution of this
Agreement 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
Agreement by any other persons, business or corporation in which employment will
or may likely develop a conflict of interest between the County's interest and the
interests of the third parties.
45. USE OF RECYCLED- CONTENT PAPER PRODUCTS. Consistent with the 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 on the Project.
46. SEVERABILITY. In the event that any provision herein contained is held to be
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 or breadth, such provision shall
be deemed valid to the extent of the scope or breadth permitted by law.
47. INTERPRETATION. No provision of this Contract is to 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 it were drafted by both
parties hereto.
48. WAIVER. No breach of any provision hereof can be waived unless in writing.
Waiver of any one breach of any provision shall not be deemed to be a waiver of
any breach of the same of any other provision hereof.
49. 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.
If, through any cause, the Operating Agency shall fail to fulfill in timely and
proper manner the obligations under this Agreement, or if the Operating Agency
shall violate any of the covenants, agreements, or stipulations of this Agreement,
the County shall thereupon have the right to terminate this Agreement by giving
written notice to the Operating Agency of such termination and specifying the
effective date thereof, at least five days before the effective date of such
termination. In such event, all finished or unfinished documents, data, studies,
surveys, drawings, maps, models, photographs and reports prepared by the
Operating Agency or under this Agreement shall, at the option of the County
become its property and the Operating Agency shall be entitled to receive just and
equitable compensation for any work satisfactorily completed.
50. FINANCIAL CLOSE OUT PERIOD. The Operating Agency agrees to complete
all necessary financial close out procedures required by the Executive Director or
designee, 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 Commission is not liable to provide
reimbursement for any expenses or costs associated with the Operating Agency's
performance under this Contract. If Operating Agency has not completed all
necessary close out documents prior to the expiration of the financial close out
period. After the expiration of the financial close out period, those funds not
paid under this Contract, if any, will be returned to the Operating Agency's
unprogrammed funds.
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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,
the day, month and year first above written.
COUNTY OF LOS ANGELES
BY:
CARLOS JACKS xecutive Director
Community Develo ment Commission
of the County of Los Angeles
APPROVED AS TO FORM:
LLOYD W. PELLMAN
County Counsel
ON
Revised 3/03
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CITY OF EL SEGUNDO
BY:
TITLLs- City Manager
ATTEST:
�) ui
IF
APPROVED AS TO PROGRAM:
CARLOS JACKSON
Executive Director
Community Development Commission
of the County of Los Angeles
BY. '
Director, CD B G
PR VE TO f ORM:
CITY ATTORNEY
EXHIBIT B.2
INSURANCE REOUIREMENTS FOR OPERATING AGENCIES
CONTRACTS BETWEEN $100,000 AND $499,999.99
The Community Development Commission (CDC) of the County of Los Angeles, the Housing
Authority of the County of Los Angeles (HA) and the County of Los Angeles (County) share
concerns of Operating Agencies' facing the current high cost of insurance when funds are so
urgently needed to meet other costs. Insurance, however, provides the only means by which an
Operating Agency can insure its continuance, and meet its obligations to the community. It is
also the only method by which the CDC, the HA and the County can protect themselves from
contingent exposure to claims resulting from their operations. 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.
Prior to the execution of this contract, Operating Agencies must provide evidence that all
insurance requirements have been met. Evidence of said insurance consisting of Certificates of
Insurance and original endorsements as required, having been reviewed and approved as being
sufficient by the CDC. Exceptions will be handled on a case by case basis.
In the event of any lapse of required insurance coverage during the term of this Contract, no
funds will 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.
Failure to maintain proper insurance coverage will be cause for termination of said Contract.
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:
1. GENERAL LIABILITY INSURANCE: Written on ISO policy form CG 00 01 or its
equivalent with limits of not less than the following: General Aggregate: $500,000;
Products /Completed Operations Aggregate: $500,000; Personal and Advertising
Injury $500,000; Each Occurrence: $500,000. 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 judgements 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.
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Insurance Requirements B.2
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2. AUTOMOBILE LIABILITY INSURANCE: Written on ISO policy form CA 00 01 or its
equivalent with a limit of liability of not less than $500,000 for each incident. 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 presents no meaningful Automobile Liability
Exposure to the "Covered Entities ", the CDC Risk Management Administrator may waive
coverage upon request of the Operating Agency.
3. ADDITIONAL GENERAL LIABILITY COVERAGE REOUIREMENTS:
General liability and automobile liability policies shall be endorsed to the 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.
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.
C. 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.
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: Each Accident: $1,000,000; Disease - policy
limit: $1,000,000 and Disease -each employee: $1,000,000. Even if an Operating
Agency has no regular employees, it can be held responsible for the payment of workers'
compensation benefits to contractors or 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. BLANKET DISHONESTY BOND: 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.
6. PROFESSIONAL LIABILITY INSURANCE: If applicable, in an amount of not less
than $500,000 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
exluded 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.
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7. PROPERTY COVERAGE: If applicable, under the terms of Contract, the Operating
Agency will have possession of, rent, lease or be loaned County -owned real or personal
property, the Operating Agency may be required to insure the property for replacement
cost against fire and extended coverage perils including vandalism and malicious
mischief.
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.
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: VIII by A.M. Best & Co. Any deviation
from this rule shall require specific approval in writing from the CDC.
As previously stated, in the event of any lapse of required insurance coverage during the
term of this Contract, 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 Community Development Commission of the County of
Los Angeles. Failure to maintain proper insurance coverage will be cause for termination
of said Contract.
F : /HOME/TEAMFORM /InsRegsREV.0401 ExhibitB. 2Contractsbtwn $100,000and$499,999.99