MEMORANDUM OF UNDERSTANDINGclkrep.lacity.org/onlinedocs/2012/12-1593_misc_11-22...2013/11/22 ·...

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding ("MOU") is made and entered into by and betweenthe CITY OF LOS ANGELES ("City") and CICLAVIA, Inc. ("Grantee"). The City andGrantee are collectively referred to as a Party ("Party") or Parties ("Parties").

WHEREAS, the City receives annual Transportation Development Act Article 3 ("TDA")funds from the LOS ANGELES COUNTY METROPOLITAN TRANSPORTATIONAUTHORITY ("LACMTA"); and

WHEREAS, the LACMT A Board of Directors has committed to provide the City with$800,000 as a one-time supplemental allocation ofTDA funds in FY2013-14 for effortsto increase the use of bicycles in Los Angeles; and

WHEREAS, TDA funds may not be used to fully fund the salary of anyone personworking on these programs, as stated by the TDA statutes; and

WHEREAS, Grantee is a non-profit with a mission to encourage safe, vibrant publicspaces, sustainable transportation, and public health through a program of car-freestreet events; and

WHEREAS, Grantee seeks to positively affect local and regional policy, while building asustainable, recurring program that is fully integrated into the City's programs andactivities; and

WHEREAS, Grantee has successfully held seven events in the City since 2010 thatpromoted bicycle and pedestrian awareness, the safe use of bicycles, and pedestrianactivity by connecting diverse portions of the City of Los Angeles through temporarypublic spaces, free of cars and traffic ("CicLAvia Events"); and

WHEREAS, under a previous MOU between the City and Grantee (City of Los AngelesContract Number C-121604), Grantee planned and implemented two (2) CicLAviaevents with the support ofTDA funds in FY2012-2013; and

WHEREAS, the City wishes to retain the services of Grantee to plan and implementadditional CicLAvia Events in FY2013-14 to promote bicycle and pedestrian safety onCity streets and sidewalks; and

WHEREAS, the City of los Angeles Department of Transportation ("LADOT") hasdetermined that due to Grantee's expertise over the past three years in successfullyworking with the City to implement CicLAvia Events, the City should retain the servicesoutlined in this MOU; and

WHEREAS, LACMTA has determined that the Grantee's proposed Scope of Work("SOW") is consistent with the provisions of TDA funding;

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NOW THEREFORE, in consideration of the mutual terms and conditions containedherein, and in consideration of the promises, covenants, and agreements hereinafter setforth the City and Grantee hereby agree as follows:

ARTICLE 1. TERM

1.1. This MOU shall be in effect from July 1, 2013 ("Effective Date"), pending theapproval of the City Council and Mayor of the City of Los Angeles, and shall endon September 30, 2014.

ARTICLE 2. ALLOCATION OF THE FUNDS, INVOICE PROCEDURE, ANDPAYMENT

2.1. The City will provide Grantee at minimum $250,000 and up to $550,000 to beused for activities associated with preparation and implementation of CicLAviaEvents, as outlined in the SOW attached hereto (Attachment A) and incorporatedherein by this reference. All direct costs for the two CicLAvia Events and monthlyreimbursements shall not exceed $550,000.

2.2. The City will retain $250,000 of TDA funds to cover City departmental servicesthat are necessary for CicLAvia Events. LADOT will seek alternative funding tocover the additional City services cost. However, if the City's estimated costsexceed, or are projected to exceed $250,000, the City shall deduct thoseexpenses from Grantee's available allocation, and/or the CicLAvia Events mustbe reduced in scope and/or eliminated.

2.3. The TDA funds will be disbursed in accordance with both the City and LACMTATOA disbursement procedures. The City will use the TDA Claim Form to drawdown funds that will be appropriated to a newly created CicLAvia ExpenseAccount within the LAD O'F's Local Transportation Fund No. 207 for disbursementto both City departments and Grantee.

2.4. Grantee shall submit invoices on a monthly basis to the City's TOA GrantsAdministrator:

The City of Los Angeles Department of Transportation100 S. Main Street, 10th FloorATTN: Pauline ChanMail Stop 725Los Angeles, CA 90012

2.5. Invoices shall include, at a minimum:

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III Backup Documentation for Services Billed Hourly: all consultant, vendor, andsubcontractor services billed on an hourly basis shall include: a) payrollregister and time sheets or hourly logs; b) cancelled checks and bankstatements documenting the transfer of funds; c) brief description of servicesperformed and their direct relationship to CicLAvia Events; d) fully burdenedbilling rate; and, e) a summary sheet showing consultant employee's percentof hours spent on the CicLAvia Event to ensure TDA funds were not used tofund one full employees' annual salary in accordance with the TDAGuidelines.

III Backup Documentation for Fixed-Fee Services: all consultant, vendor, andsubcontractor services billed on a fixed-fee basis shall include: a) fullyexecuted service contract agreement or documentation of vendor services; b)brief description of services performed and their direct relationship toCicLAvia Events; or, c) basis for billing rate (e.g., number or quantity of itemspurchased, rented, etc.).

\!II Other Invoices: any work performed under this MOU that does not fit withinthe abovementioned invoices shall be discussed with the City prior tosubmission.

2.6. The City will review submitted invoices and the accompanying documentation.Once invoices are determined to be for-eligible expenses, the City will approvepayment of the submitted invoices. In an instance where additionaldocumentation may be required for a portion of the submitted invoices, the Cityshall authorize and issue partial payment to Grantee. The City shall then contactGrantee to resolve any discrepancies between the invoiced amount(s), theauthorized payment amount(s), and shall issue the remaining partial payment ifthe expense qualifies as a TDA eligible expense.

2.7 Invoices will be reviewed, approved, processed and payment issued to Granteewithin thirty (30) business days from the receipt of the invoices, subject toSection 2.6.

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ARTICLE 3. AUDIT AND REPORTING REQUIREMENTS

3.1. Grantee agrees to establish and maintain proper accounting procedures andcash management records, detailed receipts, reimbursement requests, vendordocumentation, and so forth in accordance with generally accepted accountingpractices and the requirements of the City of Los Angeles. Grantee shall maintaindocuments and records related to the eligible activities as determined by TDAstatutes. Such documents and records shall be retained for a period of five (5)years after termination of this MOU and all Pend ing Matters ("Pending Matters")are closed. Pending Matters shall include, but not be limited to, an audit,litigation, or other action involving the records. The City may, at its discretion,take possession and retain copies of said records.

3.2. At any time during normal business hours and as often as the City may deemnecessary, the Grantee shall make available to the City, for examination, all of itsrecords with respect to all matters covered by this MOU. City auditors have theauthority to audit, examine and make excerpts or transcripts from all relating toall matters covered by this MOU.

ARTICLE 4. GRANTEE'S SCOPE OF WORK

4.1. CicLAvia agrees to provide two (2) CicLAvia events during the term of thiscontract. Notification of specific events, locations and amounts required to beexpended will be provided not less than two (2) weeks in advance of the deliverydate of the activity. Grantee's detailed SOW is defined in Attachment A to thisMOU.

4.2. For all CicLAvia Events, Grantee will be required to secure the necessary specialevents permit(s) through the Bureau of Street Services from which departmentcost estimates will be calculated. The City shall determine its final costs sixty (60)days after an event.

4.3. No funding provided through this MOU will be used to cover any other publicagency's costs that may be associated with CicLAvia Events outside the City.

4.4. The City will retain a portion of the LACMTA TDA Article 3 funds to fully covercosts for traffic control, police and any other necessary City services that arerequired for each CicLAvia Event.

4.5. Receipts for materials, marketing, and event-related expenditures eligible by TDAArticle 3 statutes will be provided to LADOT when invoices for reimbursementsare submitted.

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4.6. Training in bicycle and pedestrian safety will be provided by Grantee at nocharge to the City.

ARTICLE 5. AMENDMENTS; CHANGES IN THE SCOPE OF WORK

5.1. No amendment or modification to this MOU shall be binding upon either Partyunless such amendment or modification is in writing and duly executed by bothparties and/or their designees.

5.2. Substantive changes in the SOW under this MOU are subject to approval by theCity Council and the Mayor of the City of Los Angeles.

5.3. Minor changes, such as schedules, quantities, changes in budget allocations,etc., may be made by the designees of the City.

5.4. The City and Grantee's designees, subject to Section 5.1, may extend the Termof this contract by a period of six (6) months only for the purposes ofaccommodating the invoicing process noted in Article 2.

ARTICLE 6. TERM OF AGREEMENT

6.1. The term ("Term)" of this agreement shall commence on July 1,2013, pendingapproval of the City Council and Mayor of the City of Los Angeles, and shallcontinue until September 30, 2014. All amendments will be approved by theCouncil and signed by the Mayor.

ARTICLE 7. MISCELLANEOUS

7.1. This grant shall be a one-time grant subject to the terms and conditions agreed toherein and in the TDA provisions. Except as otherwise provided for in this MOU,the grant does not imply nor obligate any future fundinq commitment on the partof the City and/or LACMT A.

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7.2. Grantee understands and agrees that in entering into this MOU, the City is actingpursuant to its statutory authority and shall have no liability in connection with theuse of the TDA funds on eligible activities. Grantee shall fully indemnify, defendand hold the City andLACMTA, its directors, officers, employee and agentsharmless from and against any liability and expenses, including without limitation,defense costs, any costs or liability on account of bodily injury, death or personalinjury of any person or for damage to or loss of risk of property, anyenvironmental obligation, legal fees and any claims for damages of any naturewhatsoever arising out of each eligible activity including, without limitation, (i) anybreach of Grantee's obligations under this MOU; (ii) misuse of the TDA funds byGrantee or its officers, agents, employees or subcontractors; (iii) any act oromission of Grantee or its officers, agents, employees, contractors orsubcontractors in the performance and/or provision of the eligible activities(s).

7.3. Grantee shall comply with all applicable local, state and federal laws andregulations in the use of the TDA funds and the implementation of the eligibleactivities.

7.4. Grantee is not a contractor, agent or employee of the City or LACMTA Granteeshall not represent itself as a contractor, agent or employee of the City and shallhave no power to bind the City in contract or otherwise.

7.5. Grantee may contractwith third-party vendors and/or professional serviceconsultants to satisfy the SOW. Grantee is specifically contemplating to contractwith Community Arts Resources, Inc., as a professional service consultant, tomanage the production of CicLAvia Events.

7.6 No amendment or modification to this MOU shall be binding upon either partyunless such amendment or modification is in writing duly executed by bothparties. This MOU shall not be amended or modified by any acts or conduct ofthe parties.

7.7. This MOU and the TDA provisions constitute the entire agreement between theparties with respect to the subject matter of this Agreement and supersede allprior and contemporaneous agreements and understandings.

ARTICLE 8. SECTION HEADINGS

8.1. The Section Headings appearing shall not be deemed to govern, limit, modify orin any manner affect the scope, meaning, or intent of the provisions of this MOU.

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ARTICLE 9. DEFINITIONS

9.1. It is understood that the following words and phrases are used herein; each shallhave the meaning set forth opposite the same:

City - The City of Los Angeles

Grantee - The individual and/or persons approved by the Franchise Tax Board ofthe State of California to run CicLAvia, lnc., as a (501)(c )(3) non-profitorganization, and whose organization has duly submitted its W-9 Request forTaxpayer identification Number and Certification to the Los Angeles Departmentof Transportation, as the Administrator of the TOA funds. The Grantee is requiredto keep its non-profit organization status for the duration of this MOU.

ARTICLE 10. INTERPRETATIVE PROVISIONS AND UNDERSTANDINGS

10.1. This MOU constitutes the entire agreement between Grantee and the City withrespect to delivery of CicLAvia Events in the City of Los Angeles no later thanSeptember 30, 2014 and approval of this contract by the City Council and theMayor. Changes will not be valid unless made by supplemental writtenagreement and executed by the City Council and Mayor, the Granteeorganization, or their designees. This MOU may be signed by the parties heretoin counter parts with the same effect as if the signatories to each counterpartsigned a single instrument. All counterparts when taken together shall constitutean original of this MOU.

ARTICLE 11. NON-WAIVER

11.1. None of the provisions of this MOU shall be deemed waived unless expresslywaived in writing. An omission or failure of either Party to demand or enforcestrict performance of provisions of this MOU shall not be construed as a waiveror as a relinquishment of any rights. All provisions and rights shall continue andremain in full force and effect as if such omission or failure had not occurred.

ARTICLE 12. REPRESENTATIVES FOR THE PARTIES

12.1. For the City:

City of Los AngelesDepartment of TransportationAttention: Jaime de la Vega, General Manager100 S. Main St., 10th FloorLos Angeles, CA 90012

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213-972-8480

For job scheduling, location, and delivery requirements, Grantee will contact DanMitchell at 213-972-8432.

12.2. For the Grantee:

CicLAvia, Inc.Attention: Stephen Villavaso, President3780 Wilshire Blvd, Suite 1020Los Angeles, CA 90010213-355-8500

ARTICLE 13. FORCE MAJEURE

13.1. Notwithstanding any other provisions hereof, the City shall not be heldresponsible or liable for failure to meet its respective obligations under thisagreement if such failure shall be due to causes beyond the City's control. Suchcauses include but are not limited to: strikes, fire, flood, civil disorder, acts of Godor of the public enemy, acts of federal government or any unit of state or localgovernment in either sovereign or contractual capacity, epidemics, quarantinerestrictions, or delays in transportation to the extent that they are not caused bythe party's willful or negligent acts or omissions, and to the extent that they arebeyond the party's reasonable control.

ARTICLE 14. SEVERABILITY

14.1. Should any portion of this agreement be determined to be void or unenforceable,such shall be severed from the whole and the MOU will continue as modified

ARTICLE 15. DISPUTES

15.1. Should a dispute or controversy arise concerning provisions of this MOU or theperformance of work hereunder, the parties may elect to submit such to the CityAttorney or City Council for resolution.

ARTICLE 16. GOVERNING LAW

16.1. Each Party's performance hereunder shall comply with all applicable laws of theUnited States of America, the State of California and the City of Los Angeles.

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ARTICLE 17. WARRANTY

17.1. Grantee warrants that the CicLAvia Event(s) provided hereunder shall beprovided in a manner consistent with professional standards practiced doing thesame or similar work under the same or similar circumstances.

ARTICLE 18. TRANSFER OF INTEREST

18.1. Neither Party shall assign or transfer this MOU in whole or in part without priorwritten consent of the other party. The consent to assign or transfer shall not beunreasonably withheld.

ARTICLE 19. TERMINATION OF CONTRACT

19.1. Either Party may terminate this MOU with thirty (30) days written notification,provided, however, that the Party in breach shall have thirty (30) days afterreceipt of notification to cure.

19.2. Grantee shall be entitled to reimbursement of all TDA eligible expenditures priorto the date of termination, except in the instance where this MOU is terminateddue to Grantee Fraud.

ARTICLE 20. SPECIFIC GUIDELINES AND RESPONSIBILITIES

20.1. Copies of the current TDA guidelines must be kept in Grantee's records and acertification that these guidelines have been read and followed must besubmitted to the City. A copy of the current TDA guidelines effective for FiscalYear 2013-2014 shall be attached herein with the signed MOU (Attachment B).

20.2. The City must be notified in writing or in e-mail within two weeks, any changes incomposition of the Board Membership of the Grantee organization.

20.3. The City must notify Grantee, either in writing or by email, within one week, ofany change in assignment of the LADOT staff responsible for the oversight of thisTDA funding expenditures and related reporting.

20.4. The City's TDA Grants Administrator is responsible for reviewing and approvingall receipts and invoices submitted by the Grantee and ensuring that Grantee'sreceipts and invoices are in compliance with TDA guidelines.

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20.5. The Grantee agrees to designate one Grants Administrator responsible forsubmitting all TDA funding expenditures to the City's TDA Grants Administratorfor review and approval. Grantee agrees that all documents furnished to the Cityof Los Angeles will be in full compliance with the City's standard provisions(Attachment C) for contracts.

20.6. According to the TDA Article 3 Fiscal year 2013-2014 Funding and AllocationGuidelines, up to five percent of the total TDA Article 3 apportionment may beused to supplement other funding sources used for bicycle and safety educationprograms. CicLAvia understands that it must submit its TDA Article 3 eligibleexpenses and/or receipts to the City's Grants Administrator as soon asexpenditures have been incurred.

ARTICLE 21. ENTIRE CONTRACT

21.1. This MOU contains all of the representations and understandings of the Partieshereto and supersedes and/or incorporates any previous understandings,proposals, or commitments, whether oral or written, and may be modified oramended only as herein before provided.

21.2. This MOU may be signed by the Parties hereto in counter parts with the sameeffect as if the signatories to each counterpart signed a single instrument. Allcounterparts when taken together shall constitute an original of this MOU.

21.3. IN WITNESS WHEREOF, the Parties hereto have caused this MOU to be dulyexecuted as of the dates below with all the formalities required by law.

[Signature Page to Follow]

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FOR: THE CITY OF LOS ANGELES FOR: CICLAVIA

By: _Eric GarcettiMayor, City of Los Angeles

By:__ -=-- ~~--------Stephen VillavasoPresident I ChairmanCicLAvia, Inc.

Date: _ Date:-----------------

Approved as to form and legality:MIKE FEUERCity Attorney

Attest:Holly WolcottInterim City Clerk

Assistant City AttorneyBy: _

DeputyBy: _

Date:------------- Date:-----------

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Attachment AGrantee Scope of Work

Grantee shall use TDA funds to plan, develop, fund, and implement/execute CicLAviaEvents. To accomplish this, the Grantee will use TDA funds for the purposes of:

1.1 Administration

II General management, delivery, and oversight of the Grantee's non-profit workprogram, including in-house staff, board and committee liaison, support andcoordination, insurance, office space and plant management, payroll, riskassessment, accounting requirements, tax reporting, budgeting, and all relatedadministrative activities.

II Management of third-party consultants, vendors, and other contractorsnecessary to implement/execute CicLAvia Events.

1.2. Outreach and Communication

.. Develop, organize, and execute a robust outreach and engagement strategy toneighborhoods and communities benefiting from and impacted by CicLAviaevents. Grantee's efforts will specifically focus on local residents, businesses,community organizations, and neighboring communities.

.. Develop and implement a local business outreach and engagement strategy tobusinesses (especially small businesses) abutting the CicLAvia Events tostimulate economic development.

.. Develop and implement a strategy to maximize the City and Grantee's mediaexposure in all physical and electronic forms and mediums. This work shallnecessarily include managing all press inquiries, placement of stories. and publicrelations for each CicLA via event.

" Cultivate and manage Grantee's social media channels and electronic presence.The media strategy shall be implemented through a concerted and focusedstrategy developer by the Grantee.

.. Maintain, enhance; and expand the Grantee's brand identity.

1;3. CicLAvia Event Planning and Production

• Develop and cultivate a working relationship with stakeholders, including electedofficials and community leaders to minimize the impact of CicLAvia Events oncommunities and neighborhoods benefiting from and impacted by the events.

• Coordinate with the following City Departments on a regular basis prior to eachCicLAvia Event: Mayor's Office, affected City Council District offices, Police, Fire,Sanitation, Bureau of Street Services, Transportation, and Parks and Recreation.

• Coordinate with critical government agencies, including but not limited .to Metro,CalTrans and others identified during the course of event planning.

:. Establish a steering committee for each CicLAvia Event in production.• Establish a steering committee for each community that are prime candidates for

future CicLAvia events and work with stakeholders to identify potential routealternatives and means to amplify the positive benefits and mitigate the negativeimpacts of CicLAvia Events.

• Work with the City to obtain necessary special event permits and all othernecessary permits and approvals for each CicLAvla Event.

• Obtain necessary permits from other agencies including CalTrans and theCounty Department of Pl,Iblic Health.

• Obtain final sign-off from all City's Council Districts affected by each CicLAviaevent, in addition to the Mayor's Office.

• Develop detailed event routes, traffic mitigation procedures and safety measuresto ensure a successful CicLAvia Event

• Where feasible, provide alternative parking arrangements including the rental ofparking lots and/or reimbursement costs for businesses and residents who areunable to access their normal parking spots due to CicLAvia Events.

• Produce, print, and distribute route maps that identify road closures, CicLAviaevent programming, and related markers for each event.

• Program, develop and produce hubs for each CicLAvia Event which include freeservices for the public including first aid, information, portable toilets, water andbicycle repair. Hubs may also include food trucks, seating. bicycle training,bicycle parking, sponsor and non-profit community booths, merchandise.programming and other event activities.

• Plan, oversee. and manage all aspects of CicLAvia Event production required toeffectively deliver high~caliber events, which necessarily includes: volunteerrecruitment and management; merchandise sales; day-of site programming;implementing and enforcement of City permit requirements; day-of coordinationwith all City departments (e,g., police. fire, traffic control); and all other activitiesneeded to produce a safe, vibrant. and enjoyable environment for eventparticipants.

·1.4. Strategic Planning

• Identify and plan for long-term expansion of CicLAvia Events throughout the Cityby working with stakeholders, Council District, the Mayor's Office, and otherstakeholders.

• Develop and plan to ensure Grantee's work plan will be sustainable in the lon9-term.

TRANSPORTATION DEVELOPMENT ACT ARTICLE 3BICYCLE AND PEDESTRIAN FUNDS

FISCAL YEAR 2013-2014FUNDING AND ALLOCATION GUIDELINES

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CLAIMING TDA ARTICLE 3 LOCAL FUNDS

ELIGIBILITY

An estimated $9.5 million in Transportation Development Act (TDA) Article 3 bicycleand pedestrian funds are available to local agencies in Los Angeles County (all citiesand the County) for Fiscal Year 2013-2014. The final amount is subject to revision

. based on actual receipts. These funds may be used for design and construction ofpedestrian and bicycle facilities and amenities (including wheelchair ramps)..

Formula AllocationTDA Article 3 local funds are allocated to local agencies on a per-capita basis. Theamount of each agency's allocation is shown on Attachment 1. Fifteen (15) percent ofthe total FY 2013-2014 local allocation amount will be designated to the City andCounty of Los Angeles, with 30 percent going to the City and 70 percent going to theCounty, to cover their maintenance costs on seven pre-determined regionally-significantClass I bicycle facilities. These percentages were Board approved, and are based onprevious maintenance expenditures on these facilities by the City and the County.

Eligible ExpensesTDA Article 3 funds may be used for the following activities relating to pedestrian andbicycle facilities (including sidewalk wheelchair ramps):

• Engineering expenses leading to construction.

• Right-of-way acquisition.

• Construction and reconstruction.

• Retrofitting existing bicycle and pedestrian facilities, including installation of signage.to comply with the Americans with Disabilities Act (ADA).

• Route improvements such as signal controls for cyclists, bicycle loop detectors,rubberized rail crossings and bicycle-friendly drainage grates.

• Purchase and installation of bicycle facilities such as secure bicycle parking,benches, drinking fountains, changing rooms, rest rooms and showers which areadjacent to bicycle trails. employment centers, park-and-ride lots, and/or transitterminals and are accessible to the general public.

7DA Article 3 Local Claim and GuidelinesFY 2013-2014

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Up to 5 percent of total TOA Article 3 apportionment may be used to supplement otherfunding sources used for bicycle and safety education programs. TDA Article 3 funds,however, may not be used to fully fund the salary of anyone person working on theseprograms.

A portion of each city's local allocation, in addition to the eligible uses listed above, maybe used to develop comprehensive bicycle and pedestrian plans. These plans mustemphasize the development of bicycle and pedestrian facilities intended to supportutilitarian bicycle and pedestrian travel rather than solely recreational activities. Amaximum of one entire allocation every five years may be used for plan development.

Maintenance EligibilityThe 15 percent maintenance funds will be added to the City and County of LosAngeles's FY 2013-2014 local allocations and may be used to the two agencies for anyeligible use of TDA Article 3 funds, Their use is not restricted solely to maintenanceactivities. Both the- City and County of Los Angeles must maintain sweeping andregular maintenance activities of the seven specified regionally-significant Class I bikepaths at FY 1990-91 levels (with the exception of the Sepulveda Basin Regional Trailfor which sweeping is recommended to be limited to three times per week). at aminimum, in order to continue receiving this additional maintenance funding.

Allowable maintenance activities for the locally allocated TDA Article 3 funds are limitedto maintenance and repair of Class I off-street bicycle facilities only. Maintenance of allTOA Article 3-funded bicycle facilities is the sale responsibility of the local agency.

GENERAL GUIDELINES

Local agency may only draw down local funds that will be fully spent or encumbered oneligible projects before the end of the fiscal year (by May 31) in which they wereallocated. Metro will forward local funds designated for draw down to the agenciesupon receipt of their local claim form. Each agency must request that all remainingfunds not identified for draw down be place on reserve in County Auditor-Controller'sTOA Article 3 reserve account. A claim form may be submitted at any time to Metroafter the local allocations have been placed on reserve. Only funding designated forspecific projects by an agency may be drawn down.

Agencies may only draw down funds if they will be fully spent or encumbered before theend of the fiscal year (by May 31) in which they are allocated. Agencies may alsorequest that Metro place their local allocations on reserve in the event that an agencydoes not have a project that is ready to go into construction, or that design expenseswill not be made before the end of the fiscal year. Metro will then place theseallocations in the reserve TOA Article 3 account with the County Auditor-Controller.

TDA ArtIcle 3Local Claim and GuidelinesFY 2013·2014

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All new bicycle facility design and construction projects must satisfy the designparameters outlined in the Caltrans Highway Design Manual. ChaQter 1000(established in accordance with Section 2374 of the Streets and Highways Code).

Bikeway projects submitted for approval must be consistent with a claimant's adoptedgeneral plan or bicycle master plan. Agencies must therefore submit appropriate plansto Metro. to be kept on file, and forward subsequent plan amendments as appropriate.Projects must also comply with the Regional Transportation Plan prepared by SCAG,and Metro's Sub Regional Bikeway Master Plans. Metro will determine a project'sconsistency with the plans. Allocations for approved projects may be made"for up to100 percent of the project cost. Agencies are encouraged to consider projects involvingmultiple governmental agencies.

Filing ClaimsArticle 3 funds are not automatically distributed to agencies or placed on reserve. Eachagency must deslqnate the disposition of its TDA Article 3 allocation by completing theattached FY 2013-2014 TDA Article 3 Local Claim form. Agencies must use this formto identITywhich project(s) will be funded or for which funds will be reserved. Fundsmay either be drawn down (distributed for use) or placed on reserve for future use.State guidelines require that agencies specify the project(s) for which these funds are tobe used. Metro will not process claims, neither for reserve nor draw-down, which do notspecify the project(s) for which funding is deSignated. Each agency's ChiefAdministrative Officer, City Manager, or approved designee must sign the local claimforms.

Funding, Lapsing, and AccountingAgencies may only draw down the funds that they can spend during the fiscal year inwhich they were allocated. Agencies are not allowed to have a fund balance at the endof the fiscal year. Any funds drawn down and that remain unspent after the end of thefiscal year must be returned to Metro to be placed on reserve for the city under thefiscal year in which they were originally allocated. Agencies must also fully spend anyinterest accumulated by these funds by the end of the fiscal year in which the fundswere allocated. It is Metro's policy to retain any interest generated TDA Article 3 fundsthat are placed on reserve, or go unspent during the fiscal year in which they wereallocated. This interest income is added to a future year's total allocation andreallocated to local agencies.

TDA Article 3 local funds may be placed on reserve for up to three years (l,e, no longerthan the fourth fiscal year after they were made available by Metro Board action).Agencies may accumutate three years worth of reserved TDA Article 3 local fundsbefore being required to obligate them or return them to the TDA Article 3 fund. Anyfunds left on reserve by the focal agency longer than three years are subject to lapseand future reallocation. For FY 2013-2014, any TDA Article 3 funds left on reservefor FY 2009·2010 are subject to lapse if not claimed by the agency by May 31,

"2014. Agencies with reserved funds should draw down these funds before drawingdown newer allocations in order to avoid any potential future lapses. Exceptions to this

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lapsing policy may be made by Metro on a case-by-case basis for agenciesaccumulating their annual allocations for future use on specific eligible projects.

Metro's processing of a local agency's allocation is contingent on the amount ofavailable TDA Article 3 funds since these funds are allocated to Metro by the State on amonthly basis. Local claims will be held by Metro if the amount being claimed exceedsthe amount of available TDA Article 3 funds. The claims will be processed, as sufficientfunds are made available to Metro.: Metro will then fill all claims on a monthly basis untilthe amount of the annual claim and/or previous year's reserved claim are fully paid.

Other ReferencesAgencies should refer to the following instructions along with the TDA Statutes andCalifornia Code of Regulations for 2009.

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S1ANDARD PROVISIONS FOR CITY CONTRACTS

TABLE OF CONTENTS

PSC·1 CONSTRUCnON OF ~ROVJSIONS AND TiTLES HEREIN 1

PSC-2 NUMBEROFORIGINALS , 1

PSC-3 APPLICABLE LAWt INTERPRETATION AND ENFORCEMENT ••~ 1

PSC-4.. TIME OF EFFECTIVENESS ••*-._"'., ,." iI'~ II _ •• II ••••• ;It .. ~ "., •• "" 111 2

PSC-s, INTEGRATEDCONTRACT ••"'''' It'''IIIIj ., It;llj1lo ''' ~.,aj+«to , lI-o/IIr.III" •• illlI 2

PSC.;9 WAI"VER :or: " tIi Ult- :II JO" ~ •••• _ _ IIIIr _ IIl'*ii 'III .. "' 1I1I' 3·

PSC ..10 TERMINATJON·IIII.a••,Ij ""_ •• , .. _ 41"._" 11._ "' 11-:111 11 3

PSC..11 INDEPENDENTCONTAACTOR .'II"'JI ~.""" "'~ _ _,II- 'I "".. ""iIIo."" ",..Ir~ ~.,.."'~ n""",•• 4

·PSC..12 CONTRACTOR'S PERSONNEL n 4

PSC·13 PROHIBmON AGAINST ASSIGNMENT OR DELEGATION 5

PSC..14 PERMITS lI 'IIo ,.. A.lI-'II ••••• 'II "" 'II'II"" "Il-IIIIl- ;III_ IIo •• 1I ~ "' .-. 5

PSc...15 CLAIMS FOR.LABOR AND MATERIALS m _ 5

PSC ..16 CURRENT lOS ANGELES CJTY BUSINESS TAX REG1STRATfON!==ERTfFICATE REQUIRED ••••••It " "," ~ •• _ III II I- 11" 5

PSC·17 RETENT10N OF REqORDS. AUDIT AND REPORTS .:. 5

PSC-18 FALSECLAIMSACT lIl1,.:.. •• II -II+f "" IIl;t:.; ".". 'w w rjillo.". 6

PSc.20 INDE·MNIFICATtON 4II " ItIt"' •• oII "' + " ; " 1:11 _ " ••• 6

PSC-21 INTELLECTUAL PRQPERTY INDEMNtACATION 6

STANDARO PROVlstONSFOR CITY CONTRACTS (Rev. 3109)

TABLE OF CONTENTS (Continued)

PSC~2 INTELLECTUAL PROPERTY WARRANTY 7

PSC..23 OWNERSH"IPAND LICENSE D" •• c.IiI." IIIoIiIll' _.cr1l ·,..:II" •• DI-I'.-.' 1!:i' "' "" •• :&1 7

PSC-26 WARRANTY AND RESPONSIBILITY OF CONTRACTOR 8

.PSC~28 EQUAL EMPLOYMENT PRACTJCES _••••~ _ 9

PSC..29 AFFIRMATIVE ACTrON PROGRAM 11

PSC40 CHILo SUPPORT ASSIGNMENT ORDERS 15

PSCw31 LIVING WAGE ORDINANCE AND SERVICE CONTRACTORWORKER RETENTION ORDJNANg; _ m.~••••__ _••••16

PSC..32 AMERICANS WITH DISABILITIES ACT m 17

PSC-33 CONTRACTOR RESPONSIBILITY ORDfNANCE on 18

PSC-34 MINORITY. WOMEN. AND OTHER BUSINESS ENTERPRISEOUTREACH PROGRA.M "....""''''''''.1'l1t.Il'.IIO'''a .... ~.*.''....''D''' .. '' •• *.... ,·..II!''""~.,..... '''~~ ...... lIiF.... -It.c .. UI •• _ •••• ~ ••••. 18

PSCw35 EQUAl BENEFITS ORDINANCE ~ 18

PSC-36 SLAVERYDISCLOSURE ORDINANCe _.19

EXHIBIT 1 -INSURANCE CONTRACTUAL REQUIREMENTS _••_ 20

STANDARD PRCMSIONSFOR: CITY CONTRACTS (Rev. 31(9) if

STANDARD PROVISIONS FOR CITY CONTRACTS

PSC..1. CONSTRUCTION OF PROVISIONS AND TITLES HEREIN

Atl titles, subtitles .•or headings in this Contract have been inserted for convenience. andshall not be deemed to affect the meaning or construction of any of the tenns orprovisions hereof. The language of this Contract shall be construed according to Its fairmeaning and not stricUy for or against the CITY. or CONTRACTOR. The word"CONTRACTOR" herein in this Contract Includes the· party or parties identified in theContract. The singular shall include the plural; if. there IS more than oneCONTRACTOR herein, unless expressly stated otherwise, their Obligations andliabilities hereunder shall be joint and several. Use of the feminine, masculine, or neuter·genders shall be deemed to Include the genders not used.

PSC~2:. NUMBEROFOR1GlNAlS

The .number of original texts of this Contract shall be equal to the number of the partieshereto, .one text being retained by each party. At the CITYJS option, one or moreadditional Qriginal texts of this Contract mayarso be retained by the City.

PSC..3. APPLICABLE LAW, INTERPRETATION AND ENFORCEMENT

Each party's performance hereunder shaH comply with all appncable taws of the UnITedStates of America, the State of Califomia. and the CITY, including but not limited to,laws regarding health and safety. labor and employment, wage and hours and licensinglaws which affect employees. This Contract shan be enforced and interpreted under thelaws of the State of California without regard to conflict of law principles.CONTRACTOR shall compJy with new. amended. or revised laws. regulations. andlorprocedures that apply to the performance of this Contract. '

In any action arising out of this Contract. CONTRACTOR consents to personaljurisdiction. and agrees to bring all such actions, exclusively in state or federal courtslocated in los Angeles County, Caftfomia.

If any part. term or provision of this Contract is held void, illegal, unenforceable, or incOnflict with any law of a federal, state or local government having jurisdiction over thisContract, the validity of the remaining parts, terms or provlslons of the Contract shaff notbe affected thereby.

STANDARD PROVISIONSFOR CITY CONTRACTS (Rev. 3/09) 1

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PSC4. TIME OF EFFECTIVENESS

Unless otherwise provided, this Contract shall take effect when all of the followingevents have occurred:

A. This Contract has been signed on behalf of CONTRACTOR by the personor persons authorized to bind CONTRACTOR hereto; .

B. This Contract has been approved by the City Council Dr by the board,officer or employee authorized to give such approval;

C. The Office of the City Attorney has indicated in writing its approval of thisContract as to form; and

O. This Contract has been signed on behaff of the CITY by the persondesignated by the City CouncHf or by the board. officer or employeeauthorized to enter into this Contract.

psc-s. INTEGRATED CONTRACT

This Contract sets forth all of the rights and duties of the parties with respect to the·subje\it matter hereof, and replaces any and all previous Contracts or understandings1

whether written or oral.• relating thereto. This Contract may be amended only asprovided for in paragraph PSC-6 hereof.

PSC-6. AMENDMElfi

AU amendments to this Contract shan be in writing and signed and approved pursuant tothe provisions of PSC-4.

PSC-7. EXCUSABLE DELAYS

In the event that performance on the part of any party hereto is delayed or suspendedas a result of circumstances beyond the reasonable control and without the fault. andnegligence of said party~ none of the parties shall incur any liability to the other partiesas a result of such delay or suspenslon. Circumstances deemed to be beyond thecontrol of the parties hereunder include. but are not limited to, acts of God or of thepublic enemy; insurrection; acts of the Federa! Govemment or any unit of State or LocalGovernment in either sovereign or contractual capacity; fires; floods; earthquakes;epidemics; quaranfne restrictions; strikes; freight embargoes or delays intransportation. to the extent that they are not caused by the party's wWful or negligentacts or omiss{ons, and to the extent that they are beyond the party's reasonable control.

PSC-S. PREACH

Except for excusable delays as descnbed in Psc;..7, if any party fans to pertorm, inwhole or in part, any promise, covenant, or agreement set forth herein. or should anyrepresentation made by it be untrue, any aggrieved party may av~iI itself of an rights

STANDARD PROV(SIONSFOR CITY CONTRACTS (Rev. 3109) 2

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and remedies, at Jawor equity, in the courts' of Jaw. Said rights and remedies arecumulative of those provided for. herein except that in no event shan any party recovermore than once, suffer a penalty or forfeiture. or be unjustly compensated.

PSC..s. WAIVER

A waiver of a default of any part, term or provision of this Contract shall not beconstrued as a waiver of any succeeding default or as a waiver of the part. term orrprovision itself. A party's performance after the other party's default shall not beconstrued as a waiver of that default. . .

PSC~10. TERMINATION

A TERMINATION FOR CONVENIENCE

The CITY' may terminate this Contract for the CITY'S convenience at any time by.giving CONTRACTOR thirty days written notice thereof. Upon receipt of saidnotice, CONTRACTOR shall immediately. take action not to incur any additionalobligations, cost or expenses, except as may be reasonabfy necessary toterminate its activities. .The CfTY shalf pay CONTRACTOR its reasonable andallowable costs through the effective date of termination and those reasonableand necessary costs incurred by CONTRACTOR to affect such termination.Thereafter, CONTRACTOR shall have no further claims against the CITY underthis Contract. All finished and unfinished documents and materials procured foror produced under this Contract. including all intellectual property rights thereto,shall become CITY property upon the d~e of such termination. CONTRACTORagrees to execute any documents necessary for the CITY to perfect,memoria1Jze. or record the CITY'S ownership of rights provided herein.

B. TERMINATION. FOR BREACH OF CONTRACT

1. Except for excusable delays as provided in PSC.7~ ifCONTRACTOR fails to perform any of the proVisions of' thi$Contract or so fails to make' progress as to endanger timelyperformance of this Contract, the CITY may give CONTRACTORwritten notice of such default If CONTRACTOR does not curesuch default or provide a plan to cure such default which isacceptable 1:0 the CITY within the time permitted by the CITY. thenthe CITY may terminate ·this Contract due to CONTRACTOR'Sbreach of this Contrad.

2. If a federal or state proceeding for relief of debtors is undertaken byor against CONTRACTOR, or if CONTRACTOR makes anassignment for the benefit of creditors. then the CITY mayimmediately terminate this Contract.

3. If CONTRACTOR engages in any dishonest conduct related to theperformance or administration of this Contract or violates the

STANDARD PROVIS!ONSFOR CITY CONTRACTS(Rev. 3/09) 3

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CITY'S- lqbbylng poJiciest then the CITY may immediately tenninatethfs Contract. .

4. In the event the CITY terminates this Contract as provided in thissection, the .CITY may procure, upon such terms and in suchmanner as the CrTY may deem sppropriate, services similar inscope and level of effort to those so terminated, andCONTRACTOR shall be liabJeto the CITY for an of its costs anddamages, including, but not limited. any excess costs for suchservices.

5. An finished or unfinished documents and materials produced orprocured under this Contract, including alf intellectual propertyrights thereto. shall become CITY property upon date of suchtermination. CONTRACTOR agrees to execute any documentsnecessary for the CITY to perfect. memorialize, or record theCITY'S ownership of rights provided herein.

6. If, after notice of termination of this Contract under the provisions ofthis section, it is determined for any reason that CONTRACTOR.was not in default under the provisions of this section. or that thedefault was excusable under the terms of this Contract, the rightsand obligations of the parties shan be the same as if the notice oftermination had been issued pursuant to PS0-10(A) Termination forConvenience.

7. The rights and remedies of the CITY provided in this section shall.not be exclusive and are In addition to any other rights andremedies provided by law or under this Contract.

PSC-11. INDEPENDENT CONTRACTOR

CONTRACTOR is acting hereunder as an independent contractor and not as an agentor employee of the CITY. CONTRACTOR shall not represent or otherwise hold outitself or any of its directors, officers, partners, employees, or agents to be an agent oremployee of the CITY.

PSc..12~ CONTRACTOR'S PERSONNEL"

Unless otherwise provided or approved by the CITY. CONTRACTOR shall use its ownemployees to perform the services desCl'ibed in thiS Contract. The CITY shail have thetight to review and approve ·any personnel who are assigned to work under thisContract. CONTRACTOR agrees to remove personnel from performing work under thisContract if requested to do so by the ClTY.

CONTRACTOR shall not use subcontractors to assist In perfonnance of this ContractWithout the prior written approval· of the CITY. If the. CITY pennits the use ofsubcontractors: CONTRACTOR shall remain responsible- for performing all aspects of

STANDARD PROVISiONSFOR. CITY CONTRACTS (Rev. 3109) 4

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this Contract. The CITY has the rightto·approve CONTRACTOR'S·subconiractors, andthe CITY reserves the right to request replacement of subcontractors. The CITY doesnot have any obligation to pay CONTRACTORtS subcontraciors, and nothing hereincreates any privity between the CITY and the subcontractors.

PSC..13. PROHIBITION AGAINST ASSIGNMENT OR DELEGATION

CONTRACTOR may not. unless it has first obtained the written permission of the CITY:

A. Assign or otherwise alienate any of its rights under this Contract, includingthe right to payment; or

B. Delegate, subcontract, or otherwise transfer any of its duties under thisContract.

PSC..14. PERMITS

CONTRACTOR and its directors, officers, partners. agents, employees, andsubcontractors. to the extent alloWed hereunder, shall obtain and maintain an licenses •

.permits, certiffCations and other documents necessary for CONTRACTOR-Sperformance hereunder and shall pay any fees required therefor. CONTRACTORcertifies to immediately notify th~ CITY of any suspension, termination. lapses. non-renewals, or restrictions of liCenses, permits, certificates. or other documents.

c , •

PSC-1S. CLAIMS FOR LABOR AND MATERIAL§

CONTRACTOR shaH promptly pay when due ail amounts payable for labor andmaterials furnished in the performance of this Contract so as to prevent any Ii~n or otherclaim under any provision of law from arising against any CITY property (includingreports, documents, and other tangible or intangible matter produced byCONTRACTOR hereunder). against CONTRACTOR"S rights. to payments hereunder,

. or against the CITY, and shall pay all amounts due under the Unemployment InsuranceAct with respect to 1?uchlabor.

PSC·16. CURRENT LOS ANGELES CITY BUSINESS TAX REGISTRATIONCERTIFICATE REQUIRED

If applicable, CONTRACTOR represents that it has obtained and presently holds theBusiness Tax Registration Certificate(s) required by the CITY'S Business TaxOrdinance, Section 21.00 at seq. of the Los Angeles Municipal Code. For the termcovered by this Con1ract. CONTRACTOR shall maintain, or obtain as necessary, allsuch Certificates required of it under the Business Tax Ordinance. and shall not aHowany such CertifJCate to be revoked or suspended.

PSC~17.. RETENTION OF RECORDS,AYO]T AND REPORTS

CONTRACTOR shall maintain all records, including records of financial transactions,pertaining to the performance of this Contract, in their Original form. in accordance with


.'i

fI

requirements prescribed by the CITY. These records shall be retained for a period of.no Jess than three years following final payment made by the CITY hereunder or theexpiration date of this Contract, whiChever occurs last Said records .shall be subject toexamination and audit by autho(1Zed CITY personnel or by the CITY'S representative atany time during the term of this Contract or within the three years following finalpayment made by the CITY hereunder or the expiration date of this Contract, whicheveroccurs fast CONTRACTOR shall provide any reports requested by the CITY regardingperformance of this Contract. Any subcontract entered into by CONTRACTOR, to theextent allowed hereunder, shari Include a like provision for work to be performed underthis Contract.

PS.c..18. FAL·SE CLAIMS ACT

CONTRACTOR acknowledges that it is aware of liabilities resulting from submitting afalse claim for payment by the CITY under the False Claims Act (Cal. Gov. Code §§12650 et seq.). including ·freble damages~ costs of legal actions to recover payments,and civil penalties of up to $10,000 per false claim.

PSC-19. BONOS

AU bonds which may be required hereunder' shall confonn to CITY requirementsestablished by, Charter, ordinance or policy. and shall be flied with the Office of the CityAdministrative Officer. Risk Management for its review and acceptance in accordance 'With Sections 11.47 through 11.56 of the Los Angeles Administrative Code.

PSC ..20. fNDEMNIFfCATtO,N

Except for the active negligence or willful misconduct of the CITY, or any of its Boards,Officers, Agents, Employees. Assigns and Successors in Jnterest, CONTRACTORundertakes and agrees to defend, indemnify. and hold hannless the CITY and any of itsBoards, Officers, Agents, Employees, Assigns, and Successors in Interest from andagainst all suits and causes of action, claims, losses, demands' and expenses,including, but not limited to. attomey's fe~s (both in house and outside counsel) andcost of litigation (including a/l actuar litigation costs incurred by the CITY, including butnot limited to, costs of experts and consultants). damages or UabUityof any naturewhatsoever, for death or injury to any person, including CONTRACTOR"S employeesand agents, or damage or destruction of any property of either party hereto or of thirdparties, arising ,in any manner by reason of the· negligent acts, errors, omissions orwDlfulmisconduct incident to the perfonnance of this Contract by CONTRACTOR or itssubcontractors of any tier. Rights and remedies available to theCllY under thjsprovision are cumulative of those provided for efsewhere In this Contract and thoseanowed under the raws of the United States, the State of Califomia. and the CITY. Theprovlslons of PSC-20 shall survive expiration or termination of this Contract

PSC-21. INTELLECTUAL PROPERTY INDEMNIFICATION

CONTRACTOR, at its own expense, undertakes and agrees to defend, indemnify. andhold harmless the CITY. and any of its Boards, Officers! Agents, Employees, ASSigns.

STANDARD PROVJSJONSFOR CfTY CONTRACTS (Rev. 31U9) 6

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and Successors in Interest from and against all suits and causes of action, daims.losses. demands and expenses. including. but not limited to. attorney's fees (both inhouse and outside counsel) and cost of litigation (mcluding all actual litigation costsincurred by the CITY1 including but not limited to. costs of experts and consultants).damages or liabiltty of any nature whatsoever arising out of the infringement, actual oralleged. direct or contributory. of any intellectual property right$, including. withoutJimitation~.patent, copyright, trademark. trade secret, right of publicity and proprietaryinformation right (1) on or in any design, medium, matter, article. process. method.application. equipment. device, instrumentation. software, hardware, or firmware usedby CONTRACTOR, Or its subcontractors of any tier, in performing the work under thisContract; or (2) as a result of the CITY'S actuaJ or intended use of any Work Productfurnished by CONTRACTOR. or its subcontractors of any tier. under the Agreement.Rights and remedies available to the CITY under this proVision are cumulative of thoseprovided far elsewhere in this Cohtract and those allowed under the laws of the UnitedStates, the State of California'. and the CITY. The provisions of PSC-21 shall surviveexpiration or termination of this Contract.

PSC ..22. INTELLECTUAL PROPERTY WARRANTY

. CONTRACTOR represents and warrants that its.performance of all obligations underthis Contract does not infringe in any way. directly or contributorily. upon any thirdparty's intellectual property rights. including. without limitation, patents, copyrights.1rademarks,trade secrets, rights of pubnclty and proprietary information.

PSC-23. ,OWNERSHIP AND LICENSE

Unless otherwise ·provided for herein, all Work Products originated and prepared byCONTRACTOR or its subcontractors of any tier under this Contract shall be and remainthe excfuswe propertY of the CITY for its use in ~ny manner It deems appropriate. WorkProducts are an works. tangible or not. created under this Contract including. withoutlimitation, documents, material, data. reports, manuals, speCifications, artwork,drawings. sketches, computer programs and databases, schematics, photographs,video and audiovisual recordings, sound recordings. marks. logos, graphic designs,notes, websites, domain names, inventions, processes. formulas matters andcombinations thereof, and all forms of intellectual property. CONTRACTOR herebyassigns, and agrees to assign. all goodwill, copyright, trademark. patent. trade secretand all other inteJlectual property rtgh1sworldwide in any Work Products originated andprepared by CONTRACTOR under this Contract. CONTRACTOR further agrees toexecute any documents, necessary for the CITY to perfect. memoriarlZe. or record theCITY'S ownership of tights provided herein.

For all Work Products delivered to the CITY that are not Originated or prepared byCONTRACTOR or its subcontractors of any tier under this Contract, CONTRACTORhereby grants a non-exclusive perpetual license to use such Work Products for anyCITY purposes.

ST AN'oARO PROVlSlONSFOR CITY CONTRACTS (Rev. 3/0i) 1

CONTRACTOR shall not provide or disclose any Work Product to any third partywithout prior written consent of the CITY.

Any subcontract entered into by CONTRACTOR relating to this Contract, to the extentallowed hereunder, sha1l include a like provision for work to be perfonned under this'Contract to contractuafly bind or otherwise oblige its subcontractors performing workunder this Contract such that the ClTrS ownership and license rights of all WorkProducts are preserved and protected as intended herein. Failure of CONTRACTOR tocomply with this requirement or to obtain the compliance of its subcontractors with suchobligations shall subject CONTRACTOR to the imposition of any and all sanctionsallowed by law. including but not limited to termination of CONTRACTOR'S contractwith the CITY.

PSC-24. INSURANC~

During the term of this Contract and without limiting CONTRACTOR"S indemnificationof the CITY. CONTRACTOR shan provide and maintain at its own expense a programof insurance having the coverages and limits customarity carried and actually arrangedby CONTRACTOR, but not less than the amounts and types listed on the RequiredInsurance and Minimum Limits sheet (Form General 146 in Exhibit 1 hereto). coveringits operations hereunder. Such insurance shall conform to CJTY requirementsestabfished oy Charter1 ordinance or policy, shall comply With the Insurance ContractualRequirements (Form General 133 in Exhibit 1 hereto) and shall otherwise be ih a formacceptable to the Office of the City Administrative Officer, Risk Management.CONTRACTOR shall comply with all Insurance Contractual Requirements shown onExhibit 1 hereto. Exhibit 1 is hereby incarport;lted by reference- and made a part of thisContract.

PSC·25. DISCOUNT TERMS

CONTRACTOR agrees to offer the CITY any discount terms that are offered to its bestcustomers for the goods and services to be provided hereunder and apply suchdiscount to payments made under this Contract which meet the discount terms.

PSC-26. WARRANTY AND RESPONSIBILITY OF CONTRACTOR

CONTRACTOR warrants that the work performed hereunder shall be completed in amanner consistent with professional standards practiced among those firms withinCONTRACTOR'S profession. doing the same or similar work under the same or similarcircumstances.

PSC~27. NON~OISCRIMINATION

Unless otherwise exempt, this Contract is subject to the non-discrimination provisiOns inSections 10.8 through 10.8.2 of the Los Angeles Administrative Code, as amended fromtime to time.. The CONTRACTOR shall comply with the appllcable non-discriminationand affirmative action provisions of the laws of the United States of America .•the Stateof California. and the CITY. hi performing this Contract, CONTRACTOR shari not


discriminate in its employment practices against any employee or applicant foremployment because of such person's race, religion, national origin, ancestry. sex,sexual orientation. age, disability. domestic partner status. marital status or medicalcondition. Any subcontract entered into by CONTRACTOR, to the extent allowedhereunder, shall include a like provision for work to be performed under this Contract

Failure of CONTRACTOR to comply with this requrrement or to obtain the complianceof its subcontractors with such obligations shall subject CONTRACTOR to theimposition of any and all sanctions allowed by law, including but not limited totermination of CONTRACTOR'S contract with the CITY.

PSC-28. eQUAL EMPLOYMENT PRACTICES

Unless otherwise exempt, this Contract is subject to the equal employment practicesproVisions in Section 10.8.3 of the Los Angeles Administrative Code, as amended fromtime to time.

A. During the performance of this Contract, CONTRACTOR agrees .andrepresents that it will provide equal employment practices andCONTRACTOR and each subcontractor hereunder will ensure tMt in hisor her employment practices persons are employed and employees aretreated equaOy and without regatd to or because of race, religion,ancestry. national origin. sex, sexual orientation. age, disability. maritalstatus or medica! condition.

1. This provision applies to work or service performed or materialsmanufactured or assembled in 1he United States.

2. Nothing in this .section shall require or prohibit the establishment ofnew classifications of employees in any given craft. work or servicecategory:.

3. CONTRACTOR agrees to post a copy of Paragraph A hereof inconspicuous places at its place of business available to employeesand applicants for employment.

B. CONTRACTOR will, in an solicitations or advertisements for employeesplaced by or on behalf of CONTRACTOR, state that all qualifi·edapplicants will receive consideration for employment without regard· totheir race. religion, ancestry. national origin, sex, sexual orientation, age,disability. mamat status or medica! condition.

C. As part of the CITYJS supplier registration process, and/or at the requestof the awartfing authority, or the Board of ·Public Works, Office of ContractCompliance, CONTRACTOR shaU certify in the specified format that he orshe has not discriminated in the performance of CITY contracts againstany employee or applicant for empfoyment on 'the basis or because of

ST~DAROPROVfS10NS.FOR CITY CONTRACTS {Rev, 3109} 9

race, religion, national origin, ancestry. sex. sexual orientation, age,disability, marital status or medical condition.

D. CONTRACTOR shall permit access to and may be required to providecertified copies of all of his or her records pertaining to employment and toemployment practices by the awarding authority or the Office of ContractCompliance for the purpose of investigation to ascertain compliance withthe Equal Employment Practices provisions of CITY contracts. On their oreither of their request CONTRACTOR shall provide evidence that he orshe has or will comply therewith.

E. Tile failure of any CONTRACTOR to compiy with the Equal EmploymentPractices provisions of this Contract may be deemed to be a materialbreach of CITY contracts. Such failure shall only be established upon afinding to that effect by the awarding authority, on the basis of its owninvestigation or that of the Board of Public Works, Office of ContractCompliance. No suoh finding shall be made or penalties assessee! exceptupon 8. full and fair hearing after notice and an opportunity to be heard has .been given to CONTRACTOR.

F. Upon a finding duly made that CONTRACTOR has failed to comply withthe Equal Employment Practices proVisions of a CITY contract. thecontract may be forthwith canceled, term.nate<;l or suspended, in whole orin part. by the awarding authority, and all monies due or to become duehereunder may be forwarded to and retained by the CITY. In additionthereto, such failure to comply may be the basis for a determination by theawarding authority or the Board of Public Works that the CONTRACTORis an irresponsible bidder or proposer pursuant to the provisions of Section371 of the Charter of the City ·of Los Angeles. In the event of such adetermination. CONTRACTOR shall be disqualified from being awarded a·contract with the CITY for a period of two years, or until CONTRACTORshall establish and carry out a program in conformance with the provisionshereof.

G. Notwithstanding any other provision of this Contract, the Clrv shall haveany and all other remedIes at law or in equity for any breach hereof.

H. Intentionally blank.

f. Nothing contained in thrs Contract shall be construed in any manner so asto require or permit any act which is prohibited by I~w.

J. At the time a supplier registers to de>business with the CITY, or when anindividual bid or proposal is submitted, CONTRACTOR shall agree toadhere to the Equal Employment Practices specified herein during theperformance or conduct of CITY Contracts.

STANDARD PROVISIONSFOR. CITY CONTAACTS (Rev; 3109) 10

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K. Equal Employment Practices shalf, without limitation as to the subject ornature of employment activity. be concerned with .such employmentpractices as: .

1.. Hiring practices;

2. Apprenticeships where such. approved programs are functioning;and other on-the-job training for nen-apprentceabie occupations;

3. Training and promotional opportunities; and

4. Reasonable accommodations for persons with dIsabilities.

L. Any subcontract entered into by CONTRACTOR, to the extent allowedhereunder. shaH include a like provision for work to be performed under .this Contract. Failure of CONTRACTOR to comply with this requirementor to obtain the compliance of its subcontractors with aUsuch obligationsshall subject CONTRACTOR to the imposition of any and all sanctionsallowed by law, including but not limited to termination of theCONTRACTOR'S Contract with the CITY.

PSC..29. AFFIRMATIVE ACTION PROGRAM

Unless otherwlse exempt, this Contract is subject to the affirmative action program. provisions in Section 10.8A of the Los Angeles Administrative Code, as amended fromtime to time.

A Ouring the performance of a CllY contract. CONTRACTOR certifies andrepresents that CONTRACTOR and each subcontractor hereunder wmadhere to an affirmative action program to ensure that in its employmentpractices, persons are employed and employees are treated equaUy andwithout regard to or because of race. religion, ancestry, national origin.sex, sexual orientation, age, disability. marital status or medical condition.

1. This provisionappliesto work or services performed or materielsmanufactured or assembled in the United States.

2. Nothjng in this section shall reqUire or prohibit the establishment of. new classifications of employees in any given craft, work or servicecategory.

3. CONTRACTOR shall post a copy of Paragraph A hereof inconspicuous places at Its place of business available to employeesand applicants for' employment.

B. CONTRACTOR will, in all solicitations or advertisements for employeesplaced by or on behalf of CONTRACTOR, state that all qualifiedapplicants will receive consideration for employment. without regard to

STANDARD PROVISIONSFOR CITY CONTRACTS (Rev, 3/09) 11

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their race, religion, ancestry. national origin. sex, sexual orientation, age,disabifity. marital status or medical condition.

e, As part of the CITY'S supplier registration process, andlor at the requestof the awarding authority or the Office of Contract Compliance,CONTRACTOR shall certify on an electronic or hard copy form to besupplied! that CONTRACTOR has not discriminated in the performance ofCITY contracts against any employee or appricant for employment on thebasis or because of raca, religion. ancestry, national origin, sex. sexualorientation, age, dls"ability,marital status or medical condition.

D. CONTRACTOR shall permit" access to and may be requIred to providecertified copies of all of its records pe"rtaining to" employment and to itsemployment practices by the awarding authority or the Office of ContractCompliance, for the purpose of investigation to ascertain compliance withthe Affirmative Action Program provisions of CITY contracts, and on theiror either of their request to provide evidence that it has or win compfytherewith.

E. The failure of any CONTRACTOR to comply with the Affirmative ActionProgram provisions of CITY contracts may be deemed to be a materialbreach of contract. Such faHure shall only be established upon a finding tothat effect by the awarding authority. on the basIs of its own investigationor that of the Board of Public Works, Office of Contract Cornpfiance. Nosuch finding shan be made except upon a full and fair hearing after noticeand an opportunity to be heard has been given to CONTRACTOR.

F. Upon a finding duly made that CONTRACTOR has breached theAffirmative Action Program provtsions of a CITY contract, the contract maybe forthwith cancelJed1 terminated or" suspended, in whole or in part, bythe awarding authorityt and ali monies due or to become due hereundermay be forwarded to and retained by the C1TY. In addition thereto, suchbreach may be the basis for a determination by the awarding" authority orthe Board of Publio Works that the said CONTRACTOR is anirresponsible bidder or proposer pursuant to the provisions of Section 371of the Los Angeles City Charter. In the event of such determination, suchCONTRACTOR" shalt, be disqualified from being awarded a contract withthe CITY for a period of two years, or until he or she shall establish andcarry out a program in conformance with the provisionshereot,

G. In the event of a finding by the Fair Employment and Housing Commissionof the State of Carifomia, or the Board of PubUcWorks of the City of LosAngeles, or any court of competent jurisdiction, that CONTRACTOR hasbeen guiity of a willful violation of the California Fair EmpJoyment andHousing Act. or the Affirmative Action Program provisions of a CITYcontract. there may be deducted from the amount payable toCONTRACTOR by the CITY under the contract, a penalty of ten dollars

STANDARD PROVISiONSFOR CITY CONTRACTS (Rev. 3/09) 12

-($10.00) for each person for each calendar day on which such person wasdiscriminated against in violation of the provisions of a ClTY contract.

H. Notwithstanding any other provisions of a CITY contract, the CITY shallhave any and all other remedies at Jawor in equity for any breach hereof.

L Intentionally blank.

J. Nothing contained in CITY contracts shaD be construed in any manner SOas to require or permit any act which is prohibited by law.

K. CONTRACTOR shall submit an Affirmative Action Plan which shaH meetthe requirements of this chapter at the time it submits its bid or proposal orat the time it registers to do business with the CITY. The plan shaH be-subject to approval by the Office of Contract Compliance prior to award of -the contract The awarding authority may also require contractors andsuppliers to take part in a pre~regi$tration, pre--bid, pre-proposel, or pre-award conference in order to develop, improve or implement a qualifyingA~ative ActIon Plan. Affirmative Action Programs developed pursuantto this section shan be effective for a period of twelve months from thedate of approval by the Office of Contract Compliance. In case of priorsubmission "of a plan. CONTRACTOR may submit docum~tation "that ithas an Affirmative Action Plan approved by the Office of ConttactCompliance within the previous twelve months. If the approval is 30 daysor less from expiration. CONTRACTOR must submit" a new Plan to theOffice of Contract Compliance and that Plan must be approved before thecontract is awarded.

1. Every contract of $5,000 or more which may provide. construction,demolition. renovation, conservation or major maintenance of anykind shall in addition compfy with the requirements of Section 10.13of the Los Angeles Administrative Code.

2. CONTRACTOR may establish and adopt as its own AffirmativeAction Plan. by affixing his or her signature thereto. an AffirmativeAction -Plan prepared and furnished by the Office of ContractCompliance. or it may prepare and submit its own Plan forapproval.

L. The Office of Contract Compliance shall annually suppty the awardingauthorities of the CITY with a list of contractors and suppfters who havedeveloped Affirmative Action Programs. For each contractor and supplierthe Office of Contract Compliance shall state the date the approvalexpires, The Office of Contract Compliance shalt not withdraw its approvalfor any Affirmative Action Plan or change the Affirmative Action Plan afterthe date of contract award for the entire contract term Without the mutualagreement of the awarding authority and CONTRACTOR.

STANDARD PROVISIONSFOR CITY CONTRACTS (ReV. 3109) 13

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M. The Affirmative, Action Plan required to be submitted hereunder and thepre~registration, pre-bid, pre-proposal or pre~awardconference which maybe required by the Board of Public Works. Office of Contract Complianceor the awarding authority shall. without limitation as to the subject ornature of employment activity, be concerned with such employmentpractices as:

1. Apprenticeship where approved programs are functioningt andother on~the-job training for non-apprentlceable occupations;

2. Classroom preparation for the job when not apprenticeable;

3. Pre~apprenticeshipeducation and preparation;

4. Upgrading training and opportunities;

5. Encouraging the use of contractors, subcontractors and suppliers ofalf racial and etnnlc groups,' provided, however, that any contractsubject to this ordinance shall require the contractor, subcontractoror supplier to provide not Jess than the preval1mg wage~ workingconditions and practices generally observed in private industries inthe contractor's, subcontractor's or supplier's geographical area forsuch work;

6. The entry of quarlfied women, minority and aJI other joumeymeninto the industry: and ,

7. The provision of needed supplies or job conditions to permitpersons with disabilities to be employed, and minimize the impactof any disability.

,N. Any adjustments which may be 'made in the contractor's or supplier'sworkforce to achieve the requirements of the CITY'S Affirmative ActionContract Compliance Program in purchasing and construction shall beaccomplished by either an increase in the size of the workforce orreplacement of those employees who leave the workforce by reason ofresignation. retirement or death 'and not by termination, layoff, demotion orchange In grade.

O. Affirmative Action Agreements resulting from the proposed AffirmativeAction Plan or the pre-registration, pre-bid, pre-prcposal or pre-awardconferences shall not be confidential and may be publiciZed by thecontractor at his or her discretion. Approved Affirmative ActionAgreements become the property of the CITY and may be used at thediscretion of the CITY in its Contract Compliance Affirmative ActionProgram.

P. ,lntentionaUy blank.

STANDARO PROVISIONSFOR CITY CONTRACTS (Rev. 3/09) 14

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Q. An contractors subject to the provisions of this section shall include a likeprovision in all subcontracts awarded for work to be performed under thecontract with the CITY and shall impose the same obligations, includingbut not limited to filing and reporting obligations, on the subcontractors asare applicable to the contractor. Failure of the contractor to comply withthis requirement or to obtain the compliance of Its subcontractors with allsuch obligations shall subject the contractor to the imposition of any andalf sanctions allowed by law, including but not limited to termination of thecontractOr's contract with the CITY.

PSC-30. CHILD SUPPORT ASSIGNMENT ORDERS

This Contract Is subject to the Child Support Assignment Orders Ordinance, Section10.10 ·of the Los Angeles Administrative Code, as amended from. time to time. Pursuantto the Child Support Assignment Orders Ordinance, CONT~CTOR will fuHy complywith all applicable State and Federal employment reporting requirements forCQNTRACTOR'S employees. CONTRACTOR shall also certify (1) that the PrincipalOwner(s) of CONTRACTOR are in compliance with any Wage and EarningsAssignment Orders and Notices of. Assignment applicable to them personally; (2) thatCONTRACTOR will fully comply With all lawfuUy served Wage and EarningsAssignment Orders and Notices of Assignment in accordance with Section 5230; et seq.of the CaJifornia Family C.ode~ and (3) that CONTRACTOR will malntam suchcompliance throughout the term of this Contract.

Pursuant to Section 10.10(b) of the Los Angeles Administrative Code. ~he failure ofCONTRACTOR to comply with all applicable reporting requirements or to implementJawfully served Wage and Earnings Assignment Orders or Notices of Assignment, or thefailure of any Principal Owner(s) of CONTRACTOR to comply with any Wage. andEamings Assignment Orders or Notices of Assignment applicable to them personally.shalf constitute a default by the CONTRACTOR under thls Contract. subjecting thisContract to termination if such default shall oontinue for more than ninety (90) days afternotice of such defaUlt to CONTRACTOR'by the CITY.

,Any subcontract entered into by CONTRACTOR, to the extent allowed hereunder, shallinclude a like provision for work to be performed und~r this Contract. Failure ofCONTRACTOR to obtain compliance of Us subcontractors shall constitute a default byCONTRACTOR under this Contract, subjecting this Contract to termination where suchdefault shan continue for more than ninety (90) days after notice of such default toCONTRACTOR by the CITY. .

CONTRACTOR certifies that. to the best of its knowledge, it is fully complying with theEamings AsSignment Orders of all employees, and is providing the names of aU newemployees to the New Hire Registry ·maintained by the Employment DevelopmentDepartment as set forth in Section 711 Orb) of the California Public Contract Code,

5T ANDARD PROVISIONSFOR CITY CONTRACTS (Rev. 3/G9) 15

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PSC~31. LIVING WAGE ORDINANCE AND SERVICE CONTRACTOR WORKERRETENTION ORDINANCE

A Unless otherwise exempt, this Contract is subject to the applicableprovisions of the LMngWage Ordinance (LWO). Section 10.37 et seq. ofthe Los Angeles Administrative Code. as amended from time to time, andthe Service Contractor Worker Retention Ordinance (SCWRO), Section10.36 at seq., of the Los Angeles Administrative Code; as amended fromtime to time. These Ordinances require the following:

1. CONTRACTOR assures payment of a minimum initial wage rate toemployees as defined in the LWO and as may be adjusted eachJuly 1 and provision of compensated and uncompensated days offand health benefits, as defined in the LWO.

2. CONTRACTOR further pledges that it wU/ comply with federal lawproscribing retaliation for union organiZing and will not retaliate foractivities related to the LWO. CONTRACTOR shall require each ofits subcontractors within the meaning Qf the LWO to pledge tocomply with the tenns of federaJ law proscribing retaliation for unionorg'anizlng. CONTRACTOR shall deliver the executed pledgesfrom each such subcontractor to the CITY within ninety (90) days ofthe execution of the subcontract. CONTRACTOR'S delivery ofexecuted pledges from each such subcontractor. shall fullydischarge the obligation of CONTRACTOR with respect to suchpledges and fully discharge the obfigation of CONTRACTOR tocomply with the provision in the LWO contained in Section10.37.6(0) concerning compliance with such federal law. '

3. CONTRACTOR, whether an employer, as defmed in the LWO, orany other person employing individuals, shall not discharge. reducein compensation, or otherwjse discriminate against any employeefor complaining to the CITY with re'gard to the employer'scompliance or antiCipated compliance with the LWO, for opposingany practice proscribed by the LWO. for participating ,inproceedings related to the LWO, for seeking to enforce his or herrights under the lWO by any lawful means, or otherwise assertingrights under the lWO. CONTRACTOR shan post the Notice ofProhibition Against Retaliation provided by the CITY.

4. Any subcontract entered into by CONTRACTOR relating to thisContract. to the extent anowed hereunder. shall be subject to theprovisions of PSC-31 and shall incorporate the proviSIOns of theLWO and the SCWRO,


5. CONTRACTOR shall comply with all rules, regulations and ,policiespromulgated by the CITY'S Designated Administrative Agencywhich may be amended from time to time.

Under the provisions of Sections 10.36.3(c} and 10.37.6(c) of the LosAngeles Administrative Code, the CITY shall have the authority. underappropriate circumstances, to terminate this Contract and otherwisepursue legal remedies that may be available if the 'CITY determines thatthe subject CONTRACTOR has violated provisions of either the LWO orthe SCWRO. or both. .

Where under the LWO Section 10.37.6(d}, the CITY'S DesignatedAdminIstrative Agency has determined (a) that CONTRACTOR is inviolation of the LWO in having failed to pay some or all of 1he living wage,and (b) that such violation has gone uncured, the CITY in suchcircumstances may Impound monies otherwise due CONTRACTOR inaccordance with the following procedures. 'ImpoLindment shall mean thatfrom monies due CONTRACTOR, CITY may deduct the amountdetermined' to be due' and owing by CONTRACTOR to its employees.Such monies shall be placed in the holding account referred to in LWOSection 10.37.6(d)(3) and disposed of under procedures described thereinthrough final and binding arbitration. Whether CONTRACTOR is tocontinue work following an impoundment shall remain in the solediscretion of the CIT)', CONTRACTOR may not elect to discontinue workeither because there has been an impoundment or because of theultimate disposition of the impoundment by the arbitrator.

D. CONTRACTOR shall inform employees making less than Twelve Dollars($12.00) per hour of their possible right to the federal Eamed IncomeCredit (EIC). CONTRACTOR shall also make available to employees theforms informing them about the EIC and forms required to secure advanceEIC payments from CONTRACTOR.

PSC'..32. AMERICANS WITH DISABILITIES ACT

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CONTRACTOR hereby certifies that it will comply with the Americans with DisabilitiesAct,42 U.S.C. §§ 12101 et seq., and its implementingregulatfons. CONTRACTOR willprovide reasonable accommodations to allow qualified individuals with dlsabUlties tohave access to and to participate in its programs, services and activities in accordancewith the provisions of the Americans with Disablllties Act. CONTRACTOR will notdiscriminate against persons with disabilities nor against persons due to theirrelationship to or association with a person with a disability. Any subcontract enteredinto by ,CONTRACTOR, relating to this Contract, to the extent allowed hereunder, shallbe subject to the provisions of this paragraph.

STANDARD PROVISIONSFORCITYCONTRACTS(Rev.Sl09) 17

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PSC-33. CONTRACTOR RESPONSIBILITY ORDINANCE

Unless otherwise exempt, this Contract is subject to the provisions of the ContractorResponsibility Ordinance, Section '10.40 at seq., of the Los Angeles AdministrativeCode, as amended from time to time, which requires CONTRACTOR to update itsresponses to the responsibility questionnaire within thirty calendar days after anychange . to the responses previously provided if such change would affectCONTRACTOR'S fitness and ability to continue performing this Contract.

'In accordance with the provisions of the Contractor Responsibility Ordinance, by signingthIs Contract, CONTRACTOR pledges, under penalty of perjury, to comply with allappJlcable federal. state and local laws in the performance of this Contract, including butnot limited to, laws regarding health and safety, labor and employment. wages andhours, and licensing laws which affect employees. CONTRACTOR further agrees to:(1) notify the CITY within thirty calendar days after receiving notification that anygovemment agency has initiated an investigation which may result in a find ing thatCONTRACTOR is not in compliance with all applicable federal, state and local laws inperformance of this Contract; (2) notify the CITY within thirty calendar days of allfindings by a government agency or court of competent jurisdiction that CONTRACTORhas violated the provisions of Section 10.40.3(a) of the Contractor ResponsibilityOrdinance; (3) unless exempt, ensure that its, subcontractor(s), as defined in theContractor Responsibility Ordinance, submit a Pledge of Compliance to the CITY; and(4) unless exempt, ensure that its subcontractor{s). as defined in the ContractorResponsibility Ordinance, comply with the requirements of the Pledge of Complianceand the requirement to notify the CITY within thirty calendar days after any governmentagency or court of competent jurisdiction has initiated an investigation or has found thatthe subcontractor has violated Section 10.40.3(a) of the Contractor ResponsibilityOrdinance in performance of the subcontract,

'PSCw34. MINOfUTY. WOMEN. AND OTHER BUSINESS ENTERPRISE OUTREACHPROGRAM

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CONTRACTOR agrees and obligates itself to utilize the servIces of Minority, Womenand Other Business Enterprise firms on a level so designated in its 'proposal, if any.CONTRACTOR certifies that it has complied with Mayoral Directive 2001-26 regardingthe Outreach Program for Personal Services Con1racts Greater than $100,000, if,applicable. CONTRACTOR shall not change any of these .deslgnated subcontractors,nor shall CONTRACTOR reduce their Jevel of effort, without prior written approval of theCITY, provided that such approval shall not be unreasonably withheld .

PSC-35~ EQUAL B!;NEFIIS ORDINANCE

Unless otherwise exempt, this Contract is subject to the provisions of the Equal BenefitsOrdinance (ESO), Section 10.8.2.1 of the Los Angeles AdmInistrative Code, asamended from time to time.


During the performance of the Contract, CONTRACTOR certifies andrepresents that CONTRACTOR will comply with the ESO. '

B. The failure of CONTRACTOR to comply with the ESO will be deemed tot?ea material breach of this Contract by the CITY.

A.

C. If CONTRACTOR fails to comply with the EaO the CITY may cancel,terminate or suspend this Contract, in whole or in part, and all monies dueor to become due under this Contract may be retained by the CITY. TheCITY may also pursue any and all other remedies at law or in equity forany breach.

D. Failure to comply with the EBO may be used as evidence againstCONTRACTOR in actions taken pursuant to the provisions of Los AngelesAdministrative Code Section 10.40 et seq; Contractor ResponsibilityOrdinance.

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E. If th~ CITY'S Designated Administrative Agency determines that aCONTRACTOR has set up or used Its contracting entity for the purpose ofevading the intent of the EBO, the CITY may terminate the Contract ..Violation of this . provision may be used as evidence againstCONTRACTOR in actions taken pursuant to the provisions of Los AngelesAdministrative Code Section 10.40 et seq.; Contractor ResponsibilityOrdinance.

CONTRACTOR shall post the following statement in conspicuous places at its place ofbusiness available to employees and applicants for employment .

"During the performance of a Contract with the City of Los Angeles,the Contractor will provide equal benefits to its employees withspouses and its employees with domestic partners. Additionalinformation about the City, of' Los Angeles' Equal BenefitsOrdinance may be obtained from the Department of Public Works,Office of Contract Compliance at (213) 847~1922.~

PSC~36. SLAVERY DISCLOSURE ORDINANCE

Unless otherwise exempt, this Contract is subject to the Slavery Disclosure Ordinance,Section 10.41 of the Los Angeles Administrative Code, as amended from time to time.CONTRACTOR certifies that it has complied with the applicable provisions of the

., Slavery Disclosure Ordinance. Failure to fulty and accurately complete the affidavit mayresult in termination of this Contract.

STANDARD PROVISIONSFORCrrv CONTRACTS{Rev. 3109) 19

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Fenn Gen. 133 (Rev. 3/09)

EXHIBIT 1

INSURANCE CONTRACTUAL REQUIREMENTS

CONTACT For addiUonal information about compliance with City Insurance and Bondrequirements, contact the Office of the City Administrative Officer, Risk Management at (213)978-R.ISK (7475) or go onlina at www.facity.orgfcaofrisk. The City approved Bond AssistanceProgram is. available for those contractors who are unable to obtain the City~requiredperformance bonds. A City approved insurance program may be available as a low costalternative for contractors who are unable to obtain Cily-required insurance.

CONTRACTUAL REQUIREMENTS

CONTRACTOR AGREES THAT:

1•. Additional Insured/Loss Payee. The. CITY must be included as an AddHlonalInsured In applicable llabllJty policies to cover the CIITS liability arising out of the acts oromissions of the named insured. The CITY is to 'be named as an Additional Named Insured anda Loss Payee As Its Interesis May Appear In property insurance in which the CITY has aninterest, e.g., as a lien holder. .

2. Notice of Cancellation. All required insurance will be maintained in fuJi force for theduration of its busIness with the CITY. By ordinance, all required msurance must provide atleast thirty (30) days' prior written notice (ten (10) days for non-payment of premfum) diractly 10the CITY if your insurance company elects to cancef or materially reduce coverage ornmits priorto the policy expiration date, for any reason except impairment of an aggregate limit due to priorclaims. .

3. Primary Coverage. CONTRACTOR will provide coverage that is primary withrespect to any insurance or self-insurance of the CITY. The CITY'S program shall be excess of

. this insurance and non-contributing.

4. Modification of Coverage. The CITY reserves the right at any time during the termof this Contract to change the amounts and types of insurance required hereunder by givingCONTRACTOR ninety (90) days' advance written notice of such change. If such change shouldresult in substantial additional cost to CONTRACTOR, the CITY agrees to negotiate additionalcompensation proportional to the Increased benefit to the CITY. .

5. Failure to Procure lnsurance. All required insurance must be submitted andapproved by the Office of the City Administrative Officer, Ris~ Managemen~ prior to theInception of any operatlons by CONTRACTOR.

CONTRACTOR'S failure to procure or maintain reqUired insurance or a self-insurance programduring the entire term of this Contract shall constitute a material breach of this Contract underwhich the CfTY may immediately suspend or terminate this Contract or, at Its discretion, procure 'or renew such insurance to protect the CITY'S interests and pay any and af! premiums inconnection therewith and recover all monies so paid from CONTRACTOR.

6. Workers' Compensation. By signing this Contract, CONTRACTOR hereby certifiesthat It Is aware of the provisions of Section 3700 at seq., of the California Labor Code whichrequire every employer to be insured against liability for Workers' Compensation or to undertake

STANDARD PROVISIONSFOR CnY CONTRACTS (Rev. 3/09) 20

Form Gen. 133 (Rev. 3/09)

self-insurance in accordance with the provisions of that Code, and that it will comply with suchprovisions at all time during the performance of the work pursuant to this Contract

7. California Licensee. All Insurance must be provided by an insurer admitted to dobusiness in Californra or written through a Califomia~ncensed surplus lines broker or through aninsurer otherwise acceptable 10 the CITY. Non-admitted c.overage must contain a Service ofSuit clause in which the underwriters agree to submit as necessary to the jurisdiction of acallfomia court in the event of a coverage dispute. Service of process for this purpose must beallowed upon an agent in California designated by the insurer OT upon the California InsuranceCommissioner.

8. Aggregate Limltsllmpairment· If any. of the required insurance coverages containannual aggregate limits, CONTRACTOR must give the CITY written notice of any pendingclaim or lawsuit which will materially diminish the aggregate within thirty {3~) days of knowledgeof same. You must take appropriate steps to restore the impaired aggregates or providereplacement insurance protection within thirty (30) days of knowledge of same. The CITY hasthe option to specify the minimum acceptable aggregate limit for each line of coverage required.No substantial reductlons In scope of coverage which may affect the CITY'S protection areallowed without the CITY'S prior written consent

9. Commencement of Work. For purposes of insurance coverage only. this Contractwill be deemed to have been executed immediately upon any party hereto taking any steps thatcan be considered to be in furtherance of or towards performance of this Contract. Therequirements in this Section supersede aU other sections and prov!sions of this Contract,Including, but not Ifmited to, PSC4, to the extent that any other section or provision conflictswith or Impairs the provisions of this Section.

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STANDARD PROVISIONSFOR CITY CONTRACTS (Rev. 3J09) 21

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CITY OF LOS ANGELES

INSTRUCTIONS AND INFORMATIONON COMPLYING WITH CITY INSURANCE REQUIREMENTS

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

1. Agreement/Reference All evidence of insurance must identify the nature of your businesswith the CITY. Clearly show any assigned number of a bid, contract, lease, permit. etc, or givethe project name and !he job site or street address to ensure that your submission will be properlycredited. Provide the types of coverage and minimum dollar amounts specified on theRequired Insurance and Minimum Limits sheet {Form Gen, 146} included in your CITYdocuments. .

2. When to submit Normally. no work. may begin until a CITY insurance certificate approvalnumber rCA number") has been obtained, so insurance documents should be submitted as earlyas practicable. For As-needed Contracts, Insurance need not be submitted until a specific jobhas been awarded. Design Professionals coverage for new construction work may be submittedsimultaneously with final plans and drawings, but before construction commences.

3. .Acceptable Evidenc:e and Approval Electronic submission is the preferred method ofsubmitting your documents. Track4LA TIl! is the CITY's online insurance compliance system andis desIgned to make the experience of submitting and retrieving insurahce information quick andeasy. The system is designed to be used primarily by insurance brokers and agents as theysubmit client insurance certificates directly to the City. It uses the standard insurance industryform known as the ACORD 25 Certificate of liability Insurance in electronic formalTrack4LA 1M advantages Include standardized, universally accepted forms, paperless approvaltransactions (24 hours, 7 days per week), and security checks and balances. The easiest andquickest way to obtain approval of your insurance ts to have your insurance broker or agentaccess Track4LA ~ at htfp:Utrack4Ia.lacity.org and follow the instructions to register and submitthe appropriate proof of insurance on your behalf.

Insurance industry certificates other than the ACORD 25 may be accepted. All Certificates mustprovide a thirty (30) days' cancellation notice provision· (ten (10) days for non-payment ofpremium) AND an Additional Insured Endorsement namIng the CITY an additional insuredcompleted by your insurance company or its designee. If the policy Includes an automatic orblanket additional insured endorsement, the Certificate must state the CITY is an automatic orblanket additional insured. An endorsement naming the CITY an Additional Named Insured andLoss Payee as Its Interests May Appear is required on property policies. All evidence ofInsurance must be authorIzed by a person with authority to bind coverage, whether that is theauthorized agent/broker or insurance underwriter.

Acceptable Alternatives to Acord Certificates and other Insurance Certificates:

• A copy of the full insurance policy which contains a thirty (30) days' cancellationnotice provision (ten (10) days for non-payment of premium) and additional insuredand/or loss-payee status, when appropriate, for the CITY.

• Binders and Cover Notes are also acceptable as interim evidence for up to 90 daysfrom date of approval.

Additional.lnsured Endorsements DO NOT apply to the following:

• Indication of compliance with statute, suchas Workers' Compensation Law.• Professional Uability insurance.

Completed Insurance IndustrY Certificates other than ACORD 25 Certificates can be sentelectronicatly ([email protected]) or faxed to the Office of the City AdministrativeOfficer, Risk Management (213) 978-7616. Please note that submissions other than through

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Track4LA TM will delay the insurance approval process as documents will have to bemanually processed. .

Verification of approved insurance and bonds may be obtained by checking Track4LA TM, theCITY's online insurance compliance system, at http://track4Ia.lacitv.org.

4. Renewal When an existing policy is renewed, have your insurance broker or agent submit anew Acord 25 Certificate through Track4LA TM at http://track4laJarntv.org or submit an InsuranceIndustry Certificate or a renewal endorsement as outlined In Section 3 above. If your policynumber changes you must also submit a new Additional Insured Endorsement with .an InsuranceIndustry Certificate.

5. Alternative Programs/Self"'nsurance Risk financing mechanisms such as Risk RetentionGroups, Risk Purchasing Groups, off·shore carriers, captive insurance programs and self-insurance programs are subject to separate approval after the CITY has reviewed the relevantaudited financial statements. To initiate a review of your program, you should complete theApplicant's .Declaration of Self Insurance form (http://cao.tacil}!.org/riskllnsuranceForms.htm) tothe.Office of the City Administrative Officer, Risk Management for consideration.

6. General Liability insurance covering your operations (and products, where applicable) isrequired whenever the CITY is at risk of third-party claims which may arise out of your work oryour presence or special event on City premises. Sexual Misconduct coverage is a requiredcoverage when thework performed Involves minors. Fire Legal Liability is required for personsoccupying a portion of CITY premises. (Information on two CITY insurance programs, theSPARTA program, an optional source of low-cost insurance which meets the most minimumrequirements, and the Special Events Liability Insurance Program, which provides liabilitycoverage for short-term special events on CITY premises or streets, is available at(www.2sparta.com). or by calling (800) 420-0555.)

7. Automobile liability Insurance is required only when vehicles are used in performing thework of your Contract or when they are driven off-road on CITY premIses; it is not required forsimple commuting unless CITY is paying mileage. However, compliance with California lawrequiring auto liability insurance is a contractual requirement

8. Errors and Omissions coverage will be specified on a project-by-project basis if you areworking as a licensed or other professionaL The length of the claims discovery period requiredwilf vary with the circumstances of the individual job.

9. Workers' ComPensation and Employer's Liability· insurance are not required forsingle-person contractors. However, under state law these coverages (or a copy of lh~ state'sConsent To Self Insure) must be provided if you have any employees at any time during theperiod of this contract Contractors with no employees must complete a Request for Waiver ofWorkers' Compensation Insurance Requirement (htto:/Icao.lacity.orgfriskllnsuranceForms.htm).A Waiver of Subrogation on the coverage is required only for jobs where youremployees areworking on CITY premises under hazardous conditions, e.g., uneven terrain, scaffolding, causticchemicals, toxic materials, power tools, etc. The Waiver of Subrogation waives the insurer's rightto recover (from the CITY) any workers' compensation paid to an injured employee of thecontractor.

10. Property Insurance is required for persons having exclusive use of premises or equipmentowned or controlled by the CITY. Builder's Risk/Course of Construction is required duringconstruction projects and should incll.!de building materials in transit and stored at the project site.

11. Surety coverage may be required to guarantee performance of work and payment tovendors and suppliers. A Crime Policy may be required to handle CITY funds or securities, andunder certain other conditions. Specialty coverages may be needed for certain operations. Forassistance in obtaining the CITY required bid, performance and payment surety bonds, pleasesee the City of Los Angeles Bond Assistance Program website address athttQ:llcao.laci!y.org/risklBondAssistanceProqram.pdf or call (213) 258·3000 for more information.

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Required Insurance and Minlmum Limits

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Agreement/Reference: On-call RFQ for Professional Consultant ServicesEvidence of coverages checked below. with tile specified minimum limits. must be submitted and approved prior tooccupancy/start of operations. Amounts shown are Combined Single Limits {,'CSLs"). For Automobile Liability, splitlimits may be substituted for a CSL if the total per occurrence equals or exceeds the CSL arnount.

Limits

. " WorkeJ:5"' Compensation - Worken' Compensation (We) IIl1dElDployer'~ IJability (EL)

oWaiver of Subrogation in favor of City o Longshore' & Harbor Workerso JonesAd.

WC Staluwry

EL $l,OOO,OOD

General Liability $1,000,(100

o ProductsiComplc:ted OperationsoFire Legal Liability _0 _o Sexual Misconduct _

..L Automobile LtabiJi1y (fur allY and all vel\iclesused for 1hiB contraet, other than commuting mffront woric) 51,000,000

ProfessionaJ. Liability (ErrOl'S and Omissimm)

Discovery Period 12 Months After Completion of Work or Date of Termination

S1,OOO,uno

Property Insurance (to cover replacement cost of building 6usdetemililed by illSUt'llTlcccompany)

oAll Risk CoverageoFlooo _oEarthqua1re _

o Boiler and Machineryo Builder1s Risk0 _

POllutiOD LiabilityD ~ ___

Surety Bo.ds - Perfonnanee and Payment (Labor and Materials) Bonds

Crime InsnrJl.Ilce

100010 Qftbe contract price

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MEMORANDUM OF UNDERSTANDINGclkrep.lacity.org/onlinedocs/2012/12-1593_misc_11-22...2013/11/22 ·...

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Transcript of MEMORANDUM OF UNDERSTANDINGclkrep.lacity.org/onlinedocs/2012/12-1593_misc_11-22...2013/11/22 ·...