CONTRACT SUMMARY SHEET - Los Angelesclkrep.lacity.org/onlinecontracts/2011/c-118718_c_04-15-11.pdf · contract summary sheet to: the office ofthe cityclerk, council/public services

CONTRACT SUMMARY SHEET

TO: THE OFFICE OF THE CITY CLERK,COUNCIL/PUBLIC SERVICES DIVISIONROOM 395, CITY HALL

DATE: 4/15/2011

FROM (DEPARTMENT): TRANSPORTATION

CONTACT PERSON: HOWARD HUANG

CONTRACT NO.:t-I I;:{7If!PHONE: 213-972-4958

COUNCIL FILE NO.: 11-0346

DATE

!Zl NEW CONTRACTD AMENDMENT NO.D ADDENDUM NO. --D SUPPLEMENTAL NO.D CHANGE ORDER NO.

ADOPTED BY COUNCIL: 3/25/2011

APPROVED BY BPW: __DATE

CONTRACTOR NAME: SAFE MOVES------------------------------------------TERM OF CONTRACT: 4/1/2011 THROUGH: 3/31/2014--------------- -------------------TOTAL AMOUNT: $900,000----------------------------------------------PURPOSE OF CONTRACT:

TO CONDUCT LADOT SCHOOL BICYCLE SAFETY AND TRANSIT EDUCATION PROGRAMWITHIN THE CITY OF LOS ANGELES.

NOTE: CONTRACTS ARE PUBLIC RECORDS· SCANNED AND UPLOADED TO THE INTERNET

Appendix AStandard Provisions for City Contracts

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STANDARD PROVISIONS FOR CITY CONTRACTS

TABLE OF CONTENTS

·PSC-1 CONSTRUCTION OF PROVISIONS AND TITLES HEREIN ~ 1 .

PSC-2 NUMBER OF ORIGINALS 1

PSC-3 APPLICABLE LAW, INTERPRETATION AND ENFO~CEMENT 1

PSC-4 TIME OF EFFECTIVENESS 2

PSC-5 INTEGRATED CONTRACT 2

PSC-6 AMENDMENT 2

PSC-7 EXCUSABLE DELAyS 2

psc-a BREACH ........................•.............................................. · ~2

PSC-9 WAIVER ..•••••••.•••...•..••••.•••.•~•..••....•.•••.•••..•..•..•...•••...•••••••••••••••••.••.•.•..••..•••...•.•3

=sc-ie TERMINATION.· 1:1 ••••••••••••••••••••••••••••••• 3

PSC·11 INDEPENDENT CONTRACTOR ~ 4

PSC·12 CONTRACTOR'S PERSONNEL ..•............... 11 4

PSC·13 PROHIBITION AGAINST ASSIGNMENT OR DELEGATION 5

PSC-14 . PERMITS 5

PSC-15 CLAIMS FOR LABOR AND MATERiALS ~ 5

PSC-16 CURRENT LOS ANGELES CITY BUSINESS TAX REGISTRATIONCERTIFICATE REQUIRED 5

PSC-17 RETENTION OF RECORDS, AUDIT AND REPORTS 5

PSC·18 FALSE CLAIMS ACT · 6

PSC·19 BONDS ...........................................................•.............................................. 6

PSC·20 INDEMNIFICATION a ••••••••••••••••••••••••••••••• 6

PSC-21 INTELLECTUAL PROPERTY INDEMNIFICATION 6

STANDARD PROVISIONSFOR CITY CONTRACTS (Rev. 3/09)

PSC·22

PSC-23

PSC·24

PSC·25

PSC·26

PSC·27

PSC-28

PSC-29

PSC·30

PSC-31

PSC·32

PSC·33

PSC-34. ,- .. ' - .

PSC·35

PSC-36

TABLE OF CONTENTS (Continued)

INTELLECTUAL PROPERTY WARRANTy 7

OWNERSHIP AND LICENSE 7

INSURANCE 8

DISCOUNT· TERMS !.8

WARRANTY AND RESPONSIBILITY OF CONTRACTOR 8

NON-DISCRIMINATION ......................•......................................................... 8

EQUAL EMPLOYMENT PRACTICES .;,•.~ : 9

AFFIRMATIVE ACTION PROGRAM 11

CHILD SUPPORT ASSIGNMENT ORDERS 15

LIVING WAGE ORDINANCE AND SERVICE CONTRACTORWORKER RETENTION ORDINANCE ~ 16

AMERICANS WITH DISABILITIES ACT 17

CONTRACTOR RESPONSIB.ILlTY ORDINANCE 18

MINORITY, WOMEN, AND OTHER BUSINESS ENTERPRISE" ,OUTREACH PRaG RAM,••.,•.II •••• ~ ••. _.,~,II,~,.,.,_.II ••••••• ,-:,I1.•~.·.·~,~~,~,._I1~.~,-:I1,~~.I1I1-:~~,,~.. I1,~!,._IIII_~.~~}1_..,~'I,~,~,•• ~.,._·1~

EQUAL BENEFITS ORDINANCE 18

SLAVERY DISCLOSURE ORDINANCE ~ ~.19

EXHIBIT 1 -INSURANCE CONTRACTUAL REQUIREMENTS 20

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

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PSC-1. CONSTRUCTION OF PROVISIONS AND TITLES HEREIN

All titles,subtitles, or headings in this Contract have been inserted for convenience, and .shall not be deemed to affect the meanlnq or construction of' any of the terms orprovisions hereof. The language of this Contract shall be construed according to its fairmeaning and not strictly 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 one

.CONTRACTOR herein, unless expressly stated otherwise, their obligations andliabilities hereunder shall be jolnt and several. Use of the feminine, masculine, or neuter

. genders shall be deemed to include the genders not used.

PSC-2. NUMBER OF ORIGINALS

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 CITY'S option, one or moreadditional original texts of this Contract may also be retained by the City.

PSC-3. APPLICABLE LAW. INTERPRETATION AND ENFORCEMENT

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

In any action arising out of this Contract, CONTRACTOR consents to personaljurisdiction, and agrees to bring aI/ such actions, exclusively in state or federal courtslocated in Los Angeles County, California.

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 jurisdlction over thisContract, the validity of the remaining parts, terms or provisions of the Contract shall notbe affected thereby.

STANDARD PROVISIONS. FOR CITY CONTRACTS (Rev. 3/09) 1

PSC-4. 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 or 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

D. This Contract has been signed on behalf of the CITY by the persondesignated by the City Council. or by the board, officer or employeeauthorized to enter into this Contract.

PSC-5. INTEGRATED CONTRACT

This Contract sets forth all of the rights and duties of the parties with respect to thesubject matter hereof, and replaces any and all previous Contracts or understandlnqs,whether written or oral, relating thereto. This Contract may 'be amended only asprovided for in paragraph PSC-6 hereof.

PSC-6. AMENDMENT

All amendments to this Contract shall be in writing and signed and approved pursuant tothe provlslonsof 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 suspension. 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 Federal Government or any unit of State or LocalGovernment in either sovereign or contractual capacity; fires; floods; earthquakes:epidemics; quarantine restrictions; strikes; freight embargoes or delays intransportation, to the extent that they are not caused by the party's willful or negligentacts or omissions, and to the extent that they are beyond the party's reasonable control.

PSC-S. BREACH

Except for excusable delays as described in PSC-7, if any party fails to perform, inwhole or in part, any promise, covenant, or agreement set forth herein, or should anyrepresentation made by it be untrue, any aggrieved party may avail itself of all rights

STANDARD PROVISIONSFOR CITY CONTRACTS (Rev. 3/09) 2

'C,

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

PSC-9. WAIVER

A waiver of a default of any part, term or provision of this Contract shall not be.consfrued as a waiver of any succeeding default or as a waiver of the part, term orprovision 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 bygiving 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, reasonably necessary toterminate its activities. The CITY shall 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 andmaterlals procured foror produced under this Contract, including all intellectual property righ~sthereto,shall become CITY property upon the date of such termination. CONTRACTORagrees to execute any documents necessary for the CITY to perfect,memorialize, 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 thisContract or so fails to make progress as to endanger timelyperformance of this Contract, the CIT:Ymay give CONTRACTORwritten notice of such default. If CONTRACTOR does not curesuch default or provide a plan to, cure, such' default which isacceptable to the CITY within the time permitted by the CITY, thenthe CITY may terminate this Contract due. to CONTRACTOR'Sbreach of this Contract.

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


CITY'S lobbying policies, then the CITY may immediately terminatethis 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 CITY may deem appropriate, services similar inscope and level of effort to those so terminated, and.CONTRACTOR shall be liable to the CITY for all of its costs anddamages, including, but not limited, any excess costs for suchservices.

5. All finished or unfinished documents and materials produced orprocured under this Contract, including all 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 CONTRACTORwas 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 shall be the same as if the notice oftermination had been issued pursuant to PSC-10(A) Termination forConvenience.

7. The rights and remedies of the CITY provided in this section shallnot be exclusive and are in addition to any other rights andremedies provided ~y_laworunder 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 PE:RSONNEL

Unless otherwise provided or approved by the CITY, CONTRACTOR shall use its own.employees to perform the services described in this Contract. The CITY shall have theright 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 CITY.

CONTRACTOR shall not use subcontractors to assist in performance of this Contractwithout the prior written approval of the CITY. If the CITY permits the use ofsubcontractors, CONTRACTOR shall remain responsible for performing aI/ aspects of


cthis Contract. The CITY has the right to approve CONTRACTOR'S subcontractors, andthe CITY reserves the right to request replacement of subcontractors. The CITY doesnot have any obligation to pay CONTRACTOR'S subcontractors, 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 this, Contract.

PSC-14. PERMITS

CONTRACTOR and its directors, officers, partners, agents, employees, andsubcontractors, to the extent allowed hereunder, shall obtain and maintain all licenses,permits, certifications and other documents necessary for CONTRACTOR'Sperformance hereunder and shall pay any fees required therefor. 'CONTRACTORcertifies to immediately notify the CITY of any suspension, termination, lapses, non-renewals, or restrictions of licenses, permits, certificates, or other documents.

PSC·15. CLAIMS FOR LABOR AND MATERIALS

CONTRACTOR shall promptly pay when due aI/ amounts payable for labor andmaterials furnished in the performance of this Contract so as to prevent any lien or otherclaim. under any proVision of law from arising against an.yCITYptoperty (irlcludingreports, documents.Tand ' other --taiigible'---or intangible matter" produced" by'CONTRACTOR 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 such labor.

PSC·16. CURRENT LOS AN'GELES 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 et seq. of the Los Angeles Municipal Code; For the termcovered by this Contract, CONTRACTOR shall maintain, or obtain as necessary, allsuch Certificates required of it under the Business Tax Ordinance, and shall not allowany such Certificate to be revoked or suspended;

PSC-11. RETENTION OF RECORDS, AUDIT 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 witt]


requirements prescribed by the CITY. These records shall be retained.for a period ofno less 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 authorized 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 last. CONTRACTOR shall provide any reports requested by the.CITY regardingperformance of this Contract. Any subcontract entered into by CONTRACTOR, to theextent allowed hereunder, shall Include a like provision for work to be performed underthis Contract. .

PSC-18. FALSE 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 treble damages, costs of 'legal actions to recover payments,and civil penalties of up to $.10,000per false claim.

PSC·19. BONDS

All bonds which may be required hereunder shall conform to CITY requirementsestablished by Charter, ordinance or policy, and shall be filed with the Office of the CityAdministrative Officer, Risk Management for its review and acceptance in accordancewith Sections 11.47 through 11.156of the Los Angeles Administra.tiveCode.

PSC·20. INDEMNIFICATION

Except for the active negligence or willful misconduct of the CITY, or any of its Boards,Officers, Agents, Employees, Assigns and .Successors in lnterest, . CONTRACTOR

..··-IdIJc:l§Ij§ISf:~§·anc:lagr§~$todefemd,indemnify .and..hold.harmless the ..CITY andany-cifitsBoards, 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, attorney's fees (both in house and outside counsel) andcost of litigation (including all actual litigation costs incurred by the CITY, including butnot limited. to, costs of experts and consultants), damages or /iabi/ityof 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 orwillful misconduct incident to the performance of this Contract by CONTRACTOR or itssubcontractors. of any tier. Rights and remedies available to the CITY under thisprovision are cumulative of those provided for elsewhere in this Contract and thoseallowed under the laws of the United States, the State of California, and the CITY. Theprovisions 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 PROVISIONSFOR C,TY CONTRACTS (Rev. 3/09) 6

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. _Elrlq§_u<::<::(;}$$()r§ijrUl'1t(;}t(;}s~from and against aU suits and causes of action, claims,losses, demands and expenses,iriCilJd-ing, bufnoflfmffealo;--attomeys fees (both- inhouse and outside counsel) and cost of litigation (including all actual litigation costsincurred by the CITY, including but not limited to, costs of experts and consultants),damages or liability of any nature whatsoever arising out of the infringement, actual oralleged, direct or contributory, of any intellectual property rights, including, withoutlimitation, 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 actual 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 for elsewhere in this Contract 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,trademarks, trade secrets, rights of publicity and proprietary information.

PSC-23. OWNERSHIP AND LICENSE

Unless otherwise provided for herein, all Work Products originated and prepared byCONTRACTO~or lts subcontractors of any tier under this Contract shall be and remain..

.,'... theexclusive property of the CITY for its use in any manner it deems appropriate. WorkProducts are all 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 a/l forms of intellectual property. CONTRACTOR herebyassigns, and agrees to assign, all goodwill, copyright, trademark, patent, trade secretand all other intellectual property rights worldwide in any Work Products originated andprepared by CONTRACTOR under this Contract. CONTRACTOR further agrees toexecute any documents necessary for the CITY to perfect, memorialize, or record theCITY'S ownership of rights 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.


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, shall include a like provision for work to be performed under thisContract to contractually bind or 'otherwise oblige its subcontractors performing workunder this Contract such that the CITY'S 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. INSURANCE

During 'the term of this Contract and without limiting CONTRACTOR'S indemnificationof the CITY, CONTRACTOR shall provide and maintain at its own expense a programof insurance having the coverages and limits customarily 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 shaH conform to CITY requirementsestablished by Charter, ordinance or policy, shall comply with the Insurance ContractualRequirements (Form General 133 in Exhibit 1 hereto) and shall otherwise be in 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 incorporated by reference and made a part of thisContract.

,I7SG-2~., 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-DISCRIMINATION

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 tlrne.. The CONTRACTOR shall comply with the applicable non-discriminationand affirmative action provisions of the laws of the United States of America, the Stateof California, and the CITY. In performing this Contract, CONTRACTOR shall not


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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 requirement or to obtain the complianceof its subcontractors with such obligations shall subject CONTRACTO~' 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 from .time 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 that in hisor her employment practices persons are employed and employees aretreated equally and without regard to or because of race, religion,ancestry, national origin, sex, sexual orientation, age,disability, maritalstatus or medical condition.

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

_ _ _._.._...."__' " _'. 2... ...... . ."

Nothing in this secflon shall.require or prohibit the .establishment.oLnew classifications of employees in any given craft, work or 'servicecategory.

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 all solicitations or advertisements for employeesplaced by or on behalf of CONTRACTOR, state that all qualifiedapplicants will receive consideration for employment without regard' totheir race, religion, ancestry, national origin, sex, sexual orientation,' age.disability, marital status or medical condition.

3.

C. As part of the CITY'S supplier registration process, and/or at the request·of the awarding authority. or the Board of Public Works, Office of ContractCompliance. CONTRACTOR shall certify in 'the specified format that ·heorshe has not discriminated in the performance of CITY contracts againstany employee or applicant for employment on the basis or because of

STANDARD PROVISIONS.FOR CITY CONTRACTS (Rev. 3/09) 9

race, religion, national ongm, 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. The failure of any CONTRACTOR to comply 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 such finding shall be made or penalties assessed exceptupon a full and fair hearing after notice and an opportunity to be heard hasbeen 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, terminated 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 C,ty,of Los Angeles. In the .event of such a

. d~t~rmhiation, CONtRACTOR shall be dlsquallfied from .being awarded acontract 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 CITY shall haveany and all other remedies at law or in equity for any breach hereof.

H. Intentionally blank.

I. Nothing contained in this Contract shall be construed in any manner so asto require or permit any act which is prohibited by law.

J. At the time a supplier registers to do 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.


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K. Equal Employment Practices shall, 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 funcfloninq,.and other on-the-job training for non-apprenticeable 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, shall include a like provision for work to be performed underthis Contract. Failure of CONTRACTOR to comply with this requirementor to obtain the compliance of its subcontractors with all such 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 C,ITY.

PSC-29. AFFIRMATIVE ACTION PROGRAM

Unless otherwise exempt, this Contract is subject to the affirmative action programprovisions in Section 10.8.4 of the Los Angeles Administrative Code, as amended fromtime to time.

A. During the performance of a CITY contract, CONTRACTOR certifies andrepresents that' CONTRACTOR and each subcontractor hereunder willadhere to an affirmativeadioil·program toensure that in ltsernployment"practices, persons are employed and employees are treated equally andwithout regard to or because of race, religion, ancestry, national origin,sex, sexual orientation, age, disability, marital status or medical condition.

1. This provision applies to work or services performed or materialsmanufactured or assembled in the 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 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

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

C. .As part of the CITY'S supplier registration process, and/or 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 applicant for employment on thebasis or because of race, religion, ancestry, national origin, sex, sexualorientation, age, disability, marital status or medical condition.

D. CONTRACTOR shall permit access to and may be required to providecertified copies."of a/l of its records pertaining to employment and to itsemployment practices by the awarding authority or the Office of ContractCompllance.. 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 will complytherewith. "

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 failure shall only be established upon a finding tothat effect-by the awarding authority, on tlie basis of its own investigationor that of the Board of Public Works, Office of Contract Compliance. Nosuch finding shall 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 the"Affirmative Action Programprovisions of a-CITY contract; the contractmay .

. . ..be..Jorthwith. cancelled, ..teimini3ted.or ..suspended, ..Jn whole or ..iJi- -part, bythe awarding authority, and all monies due orto become due hereunder'may be forwarded to and retained by the CITY. In addition thereto, suchbreach may be the basis for a determination by the awarding authority orthe Board of Public Works that the said CONTRACTOR is anirresponsible bidder or proposer pursuant to the provlslons of Section 371of the Los Angeles City Charter. In the event of such determination, suchCONTRACTOR shall 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 provisions hereof.

G. In the event of a finding by the Fair Employment and Housing Commissionof the State of California, or the Board of Public Works of the City of LosAngeles, or any court of competent jurisdiction, that CONTRACTOR hasbeen guilty of a willful violation of the California Fair Employment 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 .

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($10.00) for each person for each calendar day on which such person wasdiscriminated against inviolation of the provisions of a CITY contract.

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

I. Intentionally blank.

J. Nothing contained in CITY contracts shall 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 shall meetthe requirements of this chapter atthe time it submits its bid or proposal orat the time it registers to do business with the CITY. The plan shall besubject to approval by the Office of Contract Compliance prior to award ofthecontract. The awarding authority may also require contractors andsuppliers to take part in a pre-registration, pre-bid, pre-proposal, or pre- .award conference in order to develop, improve or implement a qualifyingAffirmative Action Plan. Affirmative Action Programs developed pursuantto this section shall be effective for a period of twelve months from the

. date of .approval by the Office of Contract Compliance. In case of priorsubmission of a plan, CONTRACTOR may submit documentation that ithas an Affirmative Action Plan approved by the Office of Contract

. Compliance 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,OOO or more which may provide construction,demolition, renovation, conservation or major maintenance of anykind shall in addition comply 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 supply the awardingauthorities of the. CITY with a list of contractors and suppliers 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 shall 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·. 3/09) 13

M. The Affirmative Action Plan required to be submitted hereunder and thepre-registration, pre-bid, pre-proposal or pre-award conference 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 functioning, andother on-the-job training for non-apprenticeable occupations;

2. Classroom preparation for the job when not apprenticeable;

3. Pre-apprenticeship education and preparation;

4. Upgrading training and opportunities;

5. Encouraging the use of contractors, subcontractors and suppliers ofall racial and ethnic groups, provided, however, that any contractsubject to this ordinance shall require the contractor, subcontractoror supplier to provide not less than the prevailing 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 qualified women, minority and all other journeymeninto the industry; and

7. The provision of needed supplies or job conditions to permitpersons withqJsabiliti~s to. Q~ ,erI1plqy~g"C!n9.rnJnil1J.l2;e.lhs_,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-proposal 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. Intentionally blank.


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Q. All 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, including'but 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 andall 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, CONTRACTOR will fully complywith all applicable State and Federal employment reporting requirements forCONTRACTOR'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 Assignmen~applicable to them personally; (2) thatCONTRACTOR will fully comply with all lawfully served Wage and EarningsAssignment Orders and Notices of Assignment in accordance with Section 5230, et seq.of the California Family Code; and (3) that CONTRACTOR will maintain suchcompliance throughout the term of this contract.

Pursuant to Section 10.10(b) of the Los Angeles Administrative Code, the failure ofCONTRACTOR to comply with all applicable reporting requirements or to implement

, lawfully served Wage and Earnings Assignment Orders or Notices of Assignment, or thefailure of any Principal Owner(s) of CONTRACTOR to comply with aAY Wage and

.. - -"" Earnings Assignment Orders or Notices'of Assignment applicable to them personally,".shall constitute a default by the CONTRACTOR under this Contract, subjecting thisContract to termination if such default shall continue for more than ninety (90) days after.notice 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 under this Contract. Failure ofCONTRACTOR to obtain compliance of its subcontractors shall constitute a default byCONTRACTOR under this Contract, subjecting this Contract to termination where such

, default shall 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 theEarnings Assignment Orders of all employees, and. is providing the names of all newemployees to the New Hire Registry maintained by the Employment DevelopmentDepartment as set forth in Section 711O(b)of the California Public Contract Code.

... .:... " ...


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

A. unless otherwise exempt, this Contract is subject to the applicableprovisions of the Living Wage 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 et seq., of the Los AnqelesAdrnlnlstratlve 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 will 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 of the LWO to pledge tocomply with the terms of federal law proscribing retaliation for unionorganizing. 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 obligation of CONTRACTOR tocomply with the provision in the LWO contained in Section10.37.6(c) concerning compliance with such federal law.

, .3. CONTRACTOR, whether an employer, as defined in the LWO, or

any other person employing individuals, shall not discharge, reducein compensation, or otherwise discriminate against any employeefor complaining to the CITY with regard 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 shall post the Notice ofProhibition Against Retaliation provided by the CITY.

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

STANDARD PROVISIONSFOR CITY CONTRACTS {Rev. 3/09} 16

EXHIBIT

( INSURANCEREQUIREM( . S

Name: 10 £?\.bt>eRs . .' Date' Oc.Tog"E-~1,. 2010Agreement/Reference: .~DDL4 13lc~Cc..~ S,l\$1Y ANI? ~N>l~li vPlJCk1l0N PRC<2#PrfVl ..Evidence of coverages checked offbelow which have as a minimum the limits shown must be submitted and approved priorto occupancy/start of-operations. Amounts shown are Combined Single Limits ("CSL"). Split limits may be substituted if·the total per occurrence equals or exceeds the CSL amount

Limits

.x. Workers' Compensatio~ (Statutory Limit)/Employer's Liability

o Waiver of Subrogation in favor of City

$ Looo,ooo .

.X General Liability -,-- ==- ---,._-'- $1,000,000. . . ~ Premises and Operations 0 Collapse &, Underground 1'e~O::cI.U'R.gJCl. IZl Contractual Liability 0, Products/Completed Operations ~.apcp,oOO

. ~ Independent Contractors 0 F]re Legal Liability ---- ~~PsT€:

.~

g]. Hired Automobiles.IK1 Non-owned Automobiles

Automobile Liability (if-vehicle is used for this contract, other than commuting to/from work) $ \,ceo/Coo. PGR.~~~

~ 'Owned Automobiles'

. .Professional Liability (Errors and Omissions) s

. \.'

. Discovery Peribd] 2 MO;NTHS AFTER COMPLETION OF WORK OR FROM DATE OF TERMINATION OFTHE. AGREEMENT/CONTRACT. . .

'. '

.~..'-".-, Property Insurance tocover value'ofbldg'(asdetermined'by city or insurance company) .

o All Risk CoverageD Extended CoverageD Flood, $,- _D.Earthquake $ _

o Boiler and Machineryo Debris Removal' .0'o ------~-----

$,-----

__ Pollution Liability, '

,$-----

D'----------~-------------------------_,_._ .Fidelity Bond ___ SUrety Bond s

$----D

Notes·

Rev. 10103 16 85866

APPENDIXB

MANDATORY CITY CONTRACT REQUIREMENTS, GENERAL CITYRESERVATIONS, AND PROTEST PROCEDURES

This Appendix shall be incorporated in all Requests for Proposals (RFP) issued by theCity of Los Angeles, Department of Transportation (LADOT).

,MANDATORY CITY CONTRACT REQUIREMENTS·

Sections below describe some of the mandatory requirements for contracting with theCity. More detailed information and forms which must be completed by the proposercan be found in the Attachments A thru M, as well as other sections of the RFP.

1. Information on Business Locations and Workforce

An important policy goal of the City is to encourage businesses to locate orremain in the City. To track that goal effectively, the Los Angeles City Councilrequires all City departments to gather various information on contractors whoconduct business with the City (see Los Angeles City Council File No.92-0021).The following information is to be included in each proposal:

a. The,headquarters address of the firm and the total number of employees,regardless of work location;

b. The' percentage of the firm's total work force employed within the City andthe percentage residing within the City; and,

·c.-Theaddress(es)ofahybrahch ()ffice(s)locafecf withinlheCHyand' thetotal number employed in each Los Angeles branch office, the percentageof the work force in each Los Angeles branch office that is employedwithin the City, and the percentage residing within the City.

Los Angeles Resident Information Form is located in Attachment L.

2. Statement of Non-Collusion

With each response, a statement shall be submitted and signed by therespondent under penalty of perjury that:

a. The response is genuine, not a sham or collusive;

b. The response is not made in the interest or on behalf of any person notnamed 'therein;

Department of TransportationMandatory City Contract Requirement & General Reservations6/19/2009

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c. The respondent has not directly or indirectly induced or solicited anyperson to submit a false or sham response or to refrain from responding; and

d. The respondent has not in any manner sought by collusion to' secure anadvantage over any other respondent.

Non-Collusion Affidavit is located in Attachment C.

3. ,Minority Business Enterprise (MBE) and Women Business Enterprise MlBE) andOther Business Enterprise (OBE) Subcontractor Outreach Requirements ' ,

It is the policy of the City of Los Angeles to provide Minority Business Enterprises(MBEs), Women Business Enterprises (WBEs), and all Other BusinessEnterprises (OBEs) an equal opportunity to participate in the performance of Citycontracts greater than $100,000. Proposers shall assist the City in implementing'this policy by taking all reasonable steps to ensure that all available businessenterprises; including MBEs, WBEs and OBEs have an equal opportunity tocompete for and participate in City contracts. A proposer's good faith efforts toreach out to MBEs, WBEs and OBEs shall be determined by the level of effortput into achieving indicators detailed in Attachment A. Failure to meet expectedMBEIWBE participation levels will not by itself be the basis for disqualification ordetermination of noncompliance with this policy. However, failure to includesupporting documentation of a good faith effort and failure to achieve a minimumof 75 out of 100 Good Faith Effort evaluation points will render the proposal non-responsive and will result in its rejection. Good Faith Effort is required even if theproposer has achieved the anticipated MBEIWBE participation levels. Additionalinformation, forms, and instructions are located in Attachment A,.

.' . ~' ..

4. Non-Discrimination. Equal Employment Practices and Affirmative Action Policies

Any respondent awarded a contract pursuant to this RFP must comply with theNondiscrimination Policy, Equal Employment Practices and Affirmative ActionPrograms set forth it:'!Section 10.8 et seq. of the Los Angeles AdministrativeCode. The respondent must sign and submit with the response aNondiscrimination, Equal Employment Practices and Affirmative ActionCertification Declaration, Composition of Total Work,.force Report, or a signedversion of respondent's own affirmative action plan which meets all therequirements of the City's Affirmative Action Plan. If the respondent elects tosubmit its own plan, it must be submitted to the Office ,of Contract Compliance forapproval. Additional information, forms and instructions are located in AttachmentB.

5. Service Contract Worker Retention and Living Wage Ordinances

Department of Transportation 2Mandatory City Contract Requirement & General, Reservations6/19/2009

The Service Contract Worker Retention Ordinance (Los Angeles AdministrativeCode, Section 10.36 et seq.) and the Living Wage Ordinance (Los AngelesAdministrative Code, Section 10.37 et seq.) (collectively, the "Ordinances")provide' that all employerstexcept those specifically exempted) under contractsprimarily for the furnishing of services to or for the City and that involve anexpenditure or receipt in excess of $25,000 and a contract term of at least three(3) months, or certain recipients of city financial assistance, shall comply withprovisions of said.Ordinances. Additional information, forms and instructions arelocated Attachment D.

6. Equal Benefits Ordinance

Unless otherwise exempt, any contract award pursuant to the RFP is subject tothe Equal Benefits Ordinance (Los Angeles Administrative Code Section10.89.2.1 et seq.), which applies to contracts in excess of $5,000.00 and requiresthat contractors provide thesame benefits to domestic partners of employeesthat are provided to spouses or employees. Respondents must complete andreturn with their response, a Certification of Compliance Form and, if appropriate,the Reasonable Measures Certification or the Substantial ComplianceCertification. Additional information, .forms and instructions are located inAttachment H.

7. Insurance and Indemnification

If awarded a contract, the respondent will furnish the City evidence of insuranceCoverage as set forth in Exhibit 1.of the Standard Provisions for City Contracts,which is located in Appendix A. City may require the respondent to have fidelity,surety bond, performance bond, or letter of credit to ensure satisfactory .performance during the term ofco.ntra.ct.....Such.reguirt3l11t3nts§lr(3§I~o.included inthe Exhibit 1 of the afore-mentioned Standard Provisions for City Contracts.Furthermore, the contractor will also be required to indemnify the City inaccordance with the provisions set forth in PSC-20 and 21 of the StandardProvisions for City Contracts.

8. Support Assignment Orders

Respondents are advised that any contract awarded pursuant to this RFP will besubject to the applicable provisions of Los Angeles Administrative CodeSection10.10, Child Support Assignment Orders. A Certification with ChildSupport Obligations must be submitted with a response to this RFP. Additionalinformation, forms and instructions are located in Attachment F.

9. Contractor Responsibility Ordinance

Every Request for Proposal, Request for Bid, Request for Qualifications or otherprocurement process is subject to the provisions of the Contractor Responsibility

. Department of Transportation 3Mandatory City Contract Requirement & General Reservatlons6/19/2009

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Ordinance, Section 10.40 et seq., of Article 14, Chapter 1 of Division 10 of theLos Angeles Administrative Code, unless exempt pursuant to the provisions ofthe Contractor Responsibility Ordinance. This Contractor ResponsibilityOrdinance requires that all respondents complete and return, with their response,the responsibility questionnaire for service contracts. Failure to return thecompleted questionnaire may result in the response being deemednonresponsive. The Contractor Responslbllity Ordinance also requires that if acontract is awarded pursuant to this procurement, that the contractor mustupdate responses to the questionnaire, within thirty calendar days, after anychanges to the responses previously provided if such change would affectcontractor's fitness and ability to continue performing the contract. Pursuant to

. the Contractor Responsibility Ordinance, by executing a contract with the City,the contractor pledges, under penalty of perjury, to comply with all applicablefederal, state and local laws in performance of the contract, including but notlimited to laws regarding health and safety, labor and employment, wage andhours and licensing laws which affect employees. Further, the ContractorResponsibility Ordinance requires each contractor to: (1) notify the awardingauthority within thirty calendar days after receiving notification that anygovernmental agency has initiated an investigation which may result in a findingthat the contractor is not in compliance with Section 10.40.3 (a) of the ContractorResponsibility Ordinance; and (2) notify the awarding authority within thirtycalendar days of all findings by a government agency or court of competentjurisdiction that the contractor has violated Section 10.40.3 (a) of the ContractorResponsibility Ordinance. Detailed information, forms, and instructions are.located in Attachment I.

10.Americans with Disabilities Act- .. . . . ;,.

The City is a covered entity under Title II of the Americans with Disabilities Act,42U.S.C.A. Section 12131 et seq. Respondents awarded a contract through thisRFP must comply with the Americans with Disabilities Act and execute acertification regarding compliance with the Americans with Disabilities Act prior tothe execution of a contract. Additional information, forms and instructions arelocated in Attachment G.

11.Recycled Paper

Proposers shall submit all written documents on paper with a minimum of30percent post-consumer recycled content. Existing Outside Counsel letterhead orstationery that accompanies these documents is exempt from this requirement.Pages should be double-sided. Neon or fluorescent papershall not be used inany written documents submitted.

12.Slavery Disclosure Ordinance

Department of Transportation 4Mandatory City Contract Requirement & General Reservations6/19/2009

Unless otherwise exempt in accordance with the provisions of this Ordinance,this contract is subject to the applicable provisions of the Slavery Ordinance,Section 10.41 of the Los Angeles Administrative Code, as may be amended fromtime to time. Unless a specific exception applies, the Ordinance requiresContractor/Consultant to complete an affidavit certifying thatContractor/Consultant has searched any and all records of its company regardingrecords of participation or investments in, or profits derived from Slavery,including Slaveholder Insurance Policies issued during the Slavery Era and todisclose such records and identify the names of any enslaved persons or .slaveholders described in the records. Failure to fully and accurately completethe affidavit may result in termination of the contract. Additional information,forms, and instructions are located in Attachment K.

13.MuniCipal Lobbying Ordinance

Detailed information, form, and instructions regarding the Los Angeles MunicipalOrdinance are located in Attachment M.

GENERAL CITY RESERVATIONS

1. City reserves the right to verify the information in the response.

2. If a firm knowingly and willfully submits false information or other data, the Cityreserves the right to reject that response. If acontract was awarded as a result offalse statements or other data submitted in response to this RFP, the Cityreserves the right to terminate that contract.

3. Submission of a response to this RFP shall constitute acknowledgment and .acceptance. of the terms and conditionssetforth·· hereln-Responsesand theoffers contained therein shall remain valid for a period of three hundred sixty five(365) days from the date set for receipt of responses. Firms awarded a contractpursuant to this RFP will be required to enter into a written contract with the Cityapproved as to form by the City Attorney. This RFP and response, or any partsthereof, may be incorporated into and made a part of the final contract. The Cityreserves the right to further negotiate the terms and conditions of the contract.The final contract offer of the City may contain additional terms or terms differentfrom those set forth herein.

4. Late responses will not be considered. The City, in its sole discretion, reservesthe right to determine the timeliness of all responses submitted.

5. The City reserves the right to waive any informality in the process when to do sois in the best interest of the City.

6. The City reserves the right to withdraw this RFP at any time without prior noticeand the right to reject any and all Responses. The City makes no representation

Department of Transportation 5Mandatory City Contract Requirement & General Reservations6119/2009

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that any contract will be awarded to any firm responding to this RFP. The Cityreserves the right to extend the deadline for submission. Firms will have the rightto revise their response in the event the deadline is extended.

7. A proposer may withdraw its response prior to the specified due date and time.A written request to withdraw, signed by an authorized representative of theproposer, must be submitted tothe City of Los Angeles, Department ofTransportation at the address specified herein for submittal of proposal. Afterwithdrawing a previously submitted proposal, the proposer may submit anotherproposal at any time prior to the specified submission deadline. '

8. All costs of response preparation shall be borne by the proposer. The City shallnot, in any event, be liable for any pre-contractual expenses incurred by theproposer in the preparation and/or submission of the response.

9. Unnecessarily elaborate or lengthy responses or other presentations beyondthose needed to give sufficient and clear response to all of the RFP requirementsare not desired.

10.The response must set forth accurate and complete information as required inthis RFP. Unclear, incomplete, and/or inaccurate documentation may not beconsidered for contract award.

11. Responses shall be reviewed and rated by the City as submitted. Firms maymake no changes or additions after the deadline for receipt, unless requested byLADOT.

12.A firm will not be recommended for a contract award, regardless of the merits ofthe response submitted, if it has a history of contract noncompliance with the Cityor other funding source or poor past or current performance with the City or otherfunding source. '

13.The City reserves the right to retain all responses submitted and the responsesshall become the property of the City. Any department or agency of the City hasthe right to use any of the ideas presented in the responses submitted inresponse to this RFP. All responses received bythe City will be consideredpublic records subject to disclosure under the Public Records Act. (CaliforniaGovernment Code Section 6250 et seq.) Applicants must identify any materialthey claim is exempt from disclosure under the Public Records Act. In the eventsuch exemption is claimed,theapplicant will be required to state in the responsethat he or she will defend any action brought against the City for its refusal todisclose such material to any party making a request thereof. Failure to includesuch a statement shall constitute a waiver of proposer's right to exemption fromdisclosure.

14. Upon completion of all work under this contract, ownership and title of all reports,documents, plans, drawings, specifications, and estimates produced as part of

Department of Transportation 6Mandatory City 90ntract Requirement & General Reservations6/19/2009

this contract will automatically be vested in the City of Los Angeles, and nofurther agreement will be necessary to transfer ownership to any City agency.Copies made for the contractor's records shall not be furnished to others withoutwritten authorization from the City of Los Angeles, Department of Transportation.

15.Any contract awarded pursuant to this RFP is subject to the ContractorEvaluation Ordinance, Los Angeles Administrative Code Section 10.39, whichrequires awarding authorities to evaluate contractor's performance and retainsuch evaluative information in a data bank for future reference.

16.The contract awarded from this RFP is expected to have a term of three years.

17.The City may award a contract on the basis of proposals submitted, withoutdiscussions, or may negotiate further with those proposers within a competitiverange. Proposals should be submitted on the most favorable terms the proposercan provide.

PROTEST PROCEDURESProtests concerning this RFP process will be accepted by the City of Los Angeles,Department of Transportation (LADOT) based on either the RFP content (terms andconditions as set forth in the RFP or the staff recommendation for contract award. Allprotests regarding this RFP must be filed in writing to the General Manager, City of LosAngeles Department of Transportation at 100 S. Main Street, 10th Floor, Los Angeles,CA 90012. All protests must be sent by certified mail with returned receipt. Certifiedmail must be postmarked no later than the 10th business day of either theadvertisement of the RFP (if protesting the content) or LADOT staff recommendation ofC?~t~~gtaward (if protesting thespE:~ifi~sE:le~tiol1prClcesst All prote:st:ssh.all includethe name, address, and telephone number of the person representing the protestingfirm. All protests must contain a full and complete written statement specifying in detailthe grounds for the protest and the facts supporting the protest. The protest shall alsoclearly state the relief sought. If a protest is filed, LADOT shall issue a written decisionon the protest to the protestor .. Any interested party who plans to submit a proposalmay file a protest based on the content (terms and conditions as set forth in the RFP) ofthe RFP within ten business days after the Request for Proposals is first advertised.LADOT's goal is to respond in writing by certified mail to protestor(s) within 15 calendardays of receipt of the protest. Should LADOT determine that a revision to the RFPprocess is appropriate, LADOT shall either extend the RFP timeline or reissue the RFP.In either case, LADOT shall notify in writing by certified mail all firms in attendance atthe Pre-Proposal Conference of any revisions to the RFP process. LADOT's final writtenreport on the Department's RFP process and staff recommendation of contract awardwill contain an account of all protest(s) filed based on RFP content, and shall alsoinclude the Department's responseis) to the protest(s). LADOT's report shall beforwarded to the Mayor and City Council, and/or the City's Board of TransportationCommissioners (as appropriate), for their consideration.

Department ofTransportation 7Mandatory City Contract Requirement & General Reservations6/19/2009

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A protest based on the specific selection process may be filed with LADOT within tenbusiness days after the staff recommendation for contract award has been madeavailable to the public. LADOT shall notify RFP responders in writing by certified mail ofLADOT staff's recommendation of contract award. Upon receipt of any protests on thespecific selection process, a review of ,theprotest(s) shall be conducted by the StandingProtest Committee. This Committee consists of two members of the City's Board ofTransportation Commissioners and at least two members of LADOT senior,management staff not otherwise involved with the proposal evaluation. A protesthearing will be convened. at a publicly noticed meeting with a specific date, time andlocation. LADOT's goal is to conduct the hearing within 30 calendar days of the protestsubmission deadline. The findings of the Committee will be presented to the City'sBoard of Transportation Commissioners for .conslderatlon at one of its scheduled publicmeetings. For contract awards involving approval by the City Council, any adoptedfindings and/or recommendations of the Board of Transportation Commissioners 'concerning the protest review will be forwarded to the City Council's TransportationCommittee for its consideration.

C:\Documents and Setiings\30499\Desktop\RFP 2009\MandatoryCityConlractRequirements (6-19-09).doc

Department ofTransportation 8Mandatory City Contract Requirement.& General Reservations6/19/2009

SCHOOL BICYCLE SAFETY AND TRANSIT EDUCATION PROGRAM

Council File No. 11-0346

This AGREEMENT, entered into on April 1, 2011, is between

SAFE MOVES, an non-profit educational organization, having its mailing address at 15500Erwin Street, Suite 1049, Van Nuys, CA 91411, referred to herein as CONTRACTOR, andthe

CITY OF LOS ANGELES, Department ofTransportation a municipal corporation, having itsprincipal office at 100 South Main Street 9th Floor, Los Angeles, California 90012, referredto herein as CITY.

TABLE OF CONTENTS

1.0 PURPOSE OF THE AGREEMENT 2

2.0 TASKS TO BE PROVIDED BY THE CONTRACTOR 22.12.22.3

2.3.12.42.52.6

2.6.1

2.6.2

2.6.3

2.6.42.6.5 .

2.72.7.12.7.22.7.32.7.42.7.52.7.62.7.72.7.8

2.7.9

Program Director 2Agreement Period 3Amount of Agreement 3Amendment of Agreement for Annual Funding 3Agreement Budget.. 3Cost Over Appropriated Amount 4Seminar and Rodeos Presentations 4Seminars 4

2.6.1.1 Number of Seminars 42.6.1.2 Number ofChildren 42.6.1.3 Teachers 52.6.1.4 Seminar Presentation 52.6.1.5 Testing 62.6.1.6 Seminar Duration 62.6.1.7 Seminar Time and Location 6

Rodeos 72.6.2.1 Number of Rodeos 72.6.2.2 Number of Children 72.6.2.3 Rodeo Presentation 72.6.2.4 Rodeo Duration 82.6.2.5 Rodeo Time and Location 8

Special Programs 92.6.3.1 Alternative Modes of Transportation 92.6.3.2 Speakers Bureau 92.6.3.3 Other Special Projects 9

Printed Materials 9Equipment , 10Project Tasks 10TASK I: Schedule 10TASK 2: Educational Materials IITASK 3: Publicity 12TASK 4: Outline 12TASK 5: Safety Rules and Regulations 12TASK 6: Authorization from LAUSD to Enter Campuses 13TASK 7: Evaluation and Certification of Program 13TASK 8: Progress Reports 14

2.7.8.1 Monthly Progress Report 142.7.8.2 Final Report 15

TASK 9: Attending the BAC Meeting 17

3.0 PROGRAM MANAGEMENT 183.1 City Project Organization 183.2 Liaison with City Staff 183.3 Accounts and Records 18

3.4 Document Review 193.5 Review Meetings 193.6 Approval Authority 193.7 Public InformationReleases 193.8 Payment Procedure 193.9 Penalties 20

4.0 CONTRACTOR PROVISIONS AND CERTIFICATIONS 214.1 Construction of Provisions and Titles Herein 214.2 Number of Originals 214.3 Correspondence 214.4 Notification of Other Activities 224.5 Money to be Used for Current Expenses 224.6 Ownership of Documents 224.7 Inspection and Audit 224.8 Confidential Information 234.9 Applicable Law, Interpretation and Enforcement.. 234.10 Time of Effectiveness 234.11 Integrated Agreement 234.12 Amendment 244.13 Excusable Delays 244.14 Breach 244.15 Termination 254.16 Independent Contractor 264.17 Prohibition Against Assignment or Delegation 264.18 Permits 264.19 Claims for Labor and Materials 264.20 Bonds 274.21 Indemnification 27

5.0 CITY POLICY ISSUE STATEMENTS AND REQUIREMENTS 275.1 Standard Provisions for City Contracts 275.2 Indemnification and Insurance Requirements 275.3 Contractor Evaluation Ordinance 285.4 Contract Modifications 28

APPENDIX

APPENDIX AAPPENDlXB

Standard Provisions for City ContractMandatory City Contract Requirements, General City Reservations, andProtest Procedures

This AGREEMENT, herein after "Agreement", is entered into by the City of Los Angeles, amunicipal corporation, acting by and through the Department of Transportation, herein after "CITY,"and Safe Moves, a non-profit educational organization, herein after "CONTRACTOR."

WHEREAS, the CITY's Department of Transportation (LADOT) is responsible for developingbicycle, pedestrian and transit facilities within the City of Los Angeles;

WHEREAS, bicycle and pedestrian safety, and transit education are part of the City's program todevelop bicycle, pedestrian and transit facilities;

WHEREAS, during the 1989 through 2010 school years, the LADOT maintained contractualagreements with Safe Moves to provide bicycle safety education at City schools after awardingcontracts to Safe Moves under competitive bidding processes utilizing Request for Proposals issuedin 1988, 1992,1998 and 2005 ;

WHEREAS, the LADOT issued a Request for Proposal on October 1,2010, for the School BicycleSafety and Transit Education Program;

WHEREAS, after receipt of proposals on November 18,2010, and evaluation of said proposals,LADOT approved staffs recommendation on December 28,2010, to award the contract to SafeMoves on the basis of the best overall value to the City of Los Angeles;

WHEREAS, the LADOT recommended to the Mayor that Safe Moves conduct the School BicycleSafety and Transit Education Program for the 2010-2011, 2011-2012, 2012-2013 and 2013-2014fiscal years;

WHEREAS, on March 25,2011, the Mayor and the City Council authorized LADOT to negotiateand execute a contract with Safe Moves to conduct the School Bicycle Safety and Transit EducationProgram for three years, with an option to renew up to two additional one-year periods contingentupon Mayor and Council approval of funding for each year;

WHEREAS, the first year of the three-year contract will be funded with Proposition "C" LocalTransit Assistance (PCLTA) funds;

WHEREAS, the second and third years' contract and any extension thereafter will be funded withany or a combination of Proposition "A" Local Transit Assistance (PAL TA) funds, Proposition "C"Local Transit Assistance (PCLTA) funds and Transportation Development Act, Article 3 funds,Measure R funds based on the availability of the funds;

WHEREAS, the CITY reserves the right to modify the scope of the program at any time based onavailability of funds and other factors;

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NOW, THEREFORE, in consideration of the premises and of the mutual covenants, and agreementsherein contained, the parties hereto agree as follows:

1.0 PURPOSE OF THE AGREEMENT

The CONTRACTOR shall present and conduct a program entitled "School BicycleSafety and Transit Education Program." Each year the CONTRACTOR will teachbicycle, pedestrian, and public transit awareness and safety practices to 175,000 childrenat public, private and parochial schools within the boundaries of the City of Los Angeles.The CONTRACTOR shall provide information about the current laws and regulationsgoverning pedestrian safety, and the use of bicycles and transit in California. The safeuse oftransit and its relationship linking bicycles and other transportation modes shall bepresented as part of the seminar material.

2.0 TASKS TO BE PROVIDED BY THE CONTRACTOR

The CONTRACTOR hereby agrees to design and present a program of "bicycle andpublic transit information, awareness and safety education" seminars and rodeos toschools within the City of Los Angeles under the jurisdiction of the Los Angeles UnifiedSchool District (LAUSD) and to private and parochial schools within City boundaries.

2.1 Program Director

The Program Director is Pat Hines, who will be responsible for the content andpresentation of the seminars and rodeos and for administering the overall program. TheProgram Director has the following responsibilities:

Supervise the educational program and general operationsResearch bicycle and pedestrian laws and ordinancesResearch all transit use rules and ordinancesDevelop all curricula used in seminar presentations and rodeo eventsDevelop all printed materials distributed to students, teachers and parentsDevelop visual aid material/displays used in seminar presentations and rodeoevents for review and approval by CITY and LAUSDCreate and maintain public awareness consisting of press releases to mediaand produce radio and television public service armouncementsCreate working relationships with community organizations andgovernmental agencies for the promotion of bicycle safety and transiteducationSupervise the scheduling of seminars and rodeosProvide in-service training for staffMonitor progress and evaluate program feedback and test scoresIdentify additional sources of funding in concert with the CITY to increasethe number of students in the program

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Provide the City of Los Angeles with community liaisonsCoordinate program development, review and approval with LAUSDMeet with City and LAUSD staff semi-annually to monitor programdevelopment and progress

2.2 Agreement Period

The CONTRACTOR agrees to commence work on April 1,2011 for a thirty-six (36)month period expiring on March 31, 2014. The contract may be extended by the CITYby contract amendment, for two additional one-year periods with each extension subjectto the availability offunds and the approval of the City Attorney.

2.3 Amount of Agreement

The amount of this Agreement for the first contract year shall not exceed $300,000.Funding for subsequent years including the extension on the fourth and fifth year will besubject to availability of funds and will be subject to the approval as part of the CityBudget process.

2.3.1 Amendment of Agreement for Annual Fuuding

CITY is authorized to amend this Agreement, subject to the approval of the CityAttorney, to include funds for the second and third year of this Agreement and anyextensions for the fourth and fifth year in the amounts approved by the City Council andMayor in the annual City Budget.

2.4 Agreement Budget

The project budget for the first year is as follows:

A. Student Seminars (up to 1500 seminars) $180,000.00

The first 500 acceptable seminars @ $100/seminarThe second 500 acceptable seminars @ $120/seminarThe third 500 acceptable seminars @ $140/seminar

The basis of payment is acceptable seminars conducted.

B. Rodeos (up to 100 rodeos) $100,000.00

100 rodeos at $1 ,000/rodeoThe basis of payment is acceptable rodeos conducted.

C. Printing of Educational Material and Cost of Collateral Items $ 15,000.00

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(Note: Cost includes design, artwork, typesetting,«,

printing, material, and taxes)

D. Contingency $ 5,000.00

TOTAL $300,000.00=========

2.5 Cost Over Appropriated Amount

The CITY shall not be responsible for any costs in excess of amounts appropriated inSection 2.4.

2.6 Seminar and Rodeo Presentations

The program consists of seminar and rodeo presentations, including printed materialsaimed at bicycle safety, pedestrian safety, and transit education.

2.6.1 Seminars

The CONTRACTOR shall conduct in-school seminars for kindergarten, elementary andjunior high school students, and present bicycle safety and public transit information, andsafety education as applicable to each grade level. A seminar is defined as a singlepresentation in bicycle and pedestrian safety, and transit education to a school within thegeographical boundaries of the City of Los Angeles. LADOT staff may makerecommendations to the CONTRACTOR for certain schools to be targeted forpresentation during each contract year.

2.6.1.1 Number of Seminars

The CONTRACTOR shall present 1,500 (one thousand and five hundred) seminarsduring the first year of this Agreement. During the second and third year of thisAgreement and any extensions in the fourth and fifth year, the number of seminars taughtwill be proportionate to the funding approved. That amount will reflect any cost oflivingincrease, changes in insurance cost, and printing needs.

The CONTRACTOR shall conduct a minimum of72 bicycle safety and transit educationseminars for each Council District in the City of Los Angeles during the first year of theAgreement. The CONTRACTOR shall keep track ofthe number of seminars conductedin each Council District and include the results in its monthly and final reports to theCity. The CONTRACTOR shall adjust the schedules and the presentation of seminars ineach Council District throughout the contract year to ensure the term of this Agreement ismet.

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2.6.1.2 Number of Childreu

The number of children in each seminar should be maintained at a minimum of 50students, but not to exceed 150 students. The CONTRACTOR should not schedule anyseminars with the anticipated attendance of less than 50 students.

In cases where a seminar is conducted with less than 50 students or more than 150students and the condition is beyond the CONTRACTOR'S control, the CONTRACTORshall obtain.a written justification on a "Seminar Schedule Revision Form" for eachoccurrence from school officials and shall fax the form to the City Program Coordinatoron the same day of such seminar. The written justification should clearly state thespecific condition for deviation from the originally scheduled number of students. Theinstructor shall follow-up to ensure the City Program Coordinator (please refer to Section3.2 of this Agreement for the definition ofthe City Program Coordinator) has receivedand approved the form on the same day of the instruction. The "Seminar ScheduleRevision Form" must contain names (printed and signed) and telephone numbers ofschool officials to allow subsequent follow-up by the Program Coordinator. Unless the"Seminar Schedule Revision Form" is received timely and approved by the City ProgramCoordinator, the total number of students credited for a seminar attended by more than150 students shall only be 150. However, any seminars with less than 150 (maximum)students, the credit shall be the actual number of students who attended the seminar asreported in the certifications.

The goal of educating 175,000 students during the first year of this Agreement is basedon an average of 100 students per seminar. Section 3.9 of this agreement describespenalties imposed in case of failure to complete the terms of this Agreement.

2.6.1.3 Teachers

The CONTRACTOR shall apprise the teachers of the School Bicycle Safety and TransitEducation program for follow-up purposes and for disseminating safety and publicitymaterials.

2.6.1.4 Seminar Presentation

The presentation of School Bicycle Safety and Transit Education seminars shall include,but not be limited to the following:

Rights and responsibilities of bicyclists and pedestriansBasic traffic laws including significance of each type of bikeway-related trafficcontrol deviceAlternate modes of transportation such as bicycling, walking, carpooling, bus andlight rail transit, commuter transit and subway transitInformation regarding local and regional public transit

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Recognition and avoidance of traffic hazards involving pedestrians, bicycles, vehiclesand mass transit vehiclesHelmet useBicycle maintenance and checklist of bicycle equipment including brakes, tires andhandlebarsBicycle registration proceduresSkateboarding, rollerskating, and rollerblading safetyScooter safetyAny new traffic safety issues.

2.6.1.5 Testing

The CONTRACTOR shall administer a written quiz after each program presentation atthe school to test the students for a basic understanding of the course content. TheCONTRACTOR shall include the results of written quizzes in its monthly and finalreports to the City.

2.6.1.6 Seminar Duration

A seminar for students in kindergarten to second grade, shall be no less than 30 minutesof which 20 minutes shall be devoted to bicycle and pedestrian safety and 10 minutesdevoted to transit education. For other students, the presentation of bicycle andpedestrian safety awareness shall be no less than 40 minutes per seminar including aminimum of 10 minutes for transit education.

In the event the CONTRACTOR is unable to meet the minimum seminar duration due tospecial circumstances at the school's request, the CITY shall be notified immediately byfaxing the City Program Coordinator a "Seminar Schedule Revision Form" with thename of the school, school official, and the telephone number where he/she can bereached to verify the school's justification. The CONTRACTOR shall follow-up toensure the City Program Coordinator has received and approved the form on the sameday of the instruction. Unless a "Seminar Schedule Revision Form" is timely receivedand approved by the City Program Coordinator, the CONTRACTOR is required to makeup any time deficiencies in the form of time equivalent free seminars or have anequivalent value of seminars deducted starting from the last three monthly payment of thecurrent contract year. Section 3.9 of this agreement describes penalties imposed in caseof failure to complete the terms of this Agreement.

2.6.1.7 Seminar Time and Location

Bicycle Safety and Transit Education seminars shall be conducted during normal schoolhours and within school premises, except that requests for other time and locations maybe submitted either by the CONTRACTOR or the requesting agency to CITY for priorwritten approval. .

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2.6.2 Rodeos

The CONTRACTOR shall conduct in-school bicycle rodeos for kindergarten, elementaryand junior high school students. A bicycle rodeo is defined as a special bicycle eventinvolving quizzes, informational package distribution and a bicycle ride by childrenthrough an obstacle course under the supervision of the Program Director. LADOT staffmay make recommendations to the CONTRACTOR for certain schools to be targeted forpresentation during each contract year.

2.6.2.1 Number of Rodeos

The CONTRACTOR shall present 100 (One hundred) rodeos during the first year of thisAgreement. During the second and third year of this Agreement and any extensions inthe fourth and fifth year, the number of rodeos will be proportionate to the fundingapproved. That amount will reflect cost of living increases, changes in insurance cost,and printing needs.

The CONTRACTOR shall conduct a minimum of 5 bicycle rodeos in each CouncilDistrict in the City of Los Angeles during the first year of the Agreement. TheCONTRACTOR shall keep track of the number of bicycle rodeos conducted by eachCouncil District and include the results in its monthly and final reports to the City. TheCONTRACTOR shall adjust the schedules and the presentation of bicycle rodeos in eachCouncil District throughout the contract year to ensure the term of this Agreement is met.The CONTRACTOR shall conduct no more than one rodeo at the same school duringeach year of this Agreement. The City will not pay for any rodeos in excess of the onerodeo conducted at the same school.

2.6.2.2 Number of Children

The minimum number of children in each rodeo should be maintained at 150 students,but not to exceed 350 students. The CONTRACTOR shall not schedule any rodeos withthe anticipated attendance of less than 150 students.

Any rodeo with less than 150 (minimum) students, the credit shall be the actual numberof children who attended the rodeo as reported in the certifications. If the number ofchildren in a rodeo exceeds 350 (maximum) students, the total number of childrencredited shall only be 350. The goal of educating 175,000 children during the first yearofthis Agreement is based on an average attendance of 250 students per rodeo.

2.6.2.3 Rodeo Presentation

Bicycle Rodeo presentations shall include, but not be limited to the following:A. Registration - The CONTRACTOR shall require parents or legal guardians to register

their children and sign permission forms releasing Safe Moves, the listing school,

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school district, and the City of Los Angeles from liability and harm. Duringregistration each child and parent shall receive a safety booklet and other relatedliterature.

B. Written Quiz - The CONTRACTOR shall administer a written quiz to allparticipating children. To create parent involvement and awareness, parents areencouraged to help the child complete the test. The written quiz shall be corrected bythe CONTRACTOR and shall be reviewed with the participating children. TheCONTRACTOR shall include the results of written quizzes in its monthly and finalreports to the City.

C. Bicycle Inspection - The CONTRACTOR shall inspect all bicycles for safety.Recommendations shall be made to parents if major repairs are necessary, whileminor adjustments may be performed by the CONTRACTOR free of charge.

D. Obstacle Course - Following bicycle inspection, the CONTRACTOR shall conductthe obstacle course designed to educate and evaluate the skills ofthe bicyclists andpedestrians. The obstacle course includes, but is not limited to traffic signs,pedestrian crossing signs, sidewalk, road hazards, and railroad crossing controldevices. Children shall be provided with helmets and bicycles if they do not havetheir own. Course monitors will assist the children in maneuvering around thecourse.

2.6.2.4 Rodeo Duration

The Bicycle and Pedestrian Safety rodeo shall have a minimum duration offour hours netof time spent for the set-up and break-down of equipment for the rodeo. TheCONTRACTOR shall indicate the set-up and break-down time on the spaces provided inthe "Rodeo Evaluation and Certification Report". The "Time of Rodeo (Start & EndTime)" on the "Rodeo Evaluation and Certification Report" should be the educationaltime without counting the break-down and set-up time for the rodeo.

The CONTRACTOR is required to make up any time deficiencies in the form of timeequivalent free presentations or have an equivalent value of rodeos deducted from the lastmonthly payment of the current contract year. Section 3.9 of this agreement describespenalties imposed in case of failure to complete the terms of this Agreement.

2.6.2.5 Rodeo Time and Location

The Bicycle and Pedestrian Safety Rodeos shall be conducted within school premises andduring regular school hours. Request for conducting a rodeo at other time and locationmust be submitted in writing either by the CONTRACTOR or the requesting agency forprior written approval by the CITY. Bicycle and Pedestrian Safety Rodeos conducted onweekends or holidays must reach minimum time duration of four hours and have a

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minimum attendance of 150 students.

2.6.3 Special Programs

2.6.3.1 Alternative Modes of Transportation

The CONTRACTOR shall implement a program to encourage children to use alternatemodes of transportation. The program shall include a pamphlet distributed to children asa guide to transportation alternatives within the City of Los Angeles. This pamphlet isalso used to survey and record the number of times they use the bus, train, bicycle, walkor other means of ridesharing. Children could be rewarded depending on the number oftimes they use these alternate modes of transportation. The CONTRACTOR shouldinclude the results of its transportation survey in its monthly and final reports to theCITY.

2.6.3.2 Speakers Bureau

The CONTRACTOR shall implement a "Speakers Bureau" for in-school seminars forchildren and parents. Speakers shall be children who had been involved in bicycle/trafficrelated accidents speaking to other children about their own experiences. Other speakersshall be parents or family members who have experienced the loss of their child or otherfamily members due to bicycle/pedestrian/traffic related accidents.

This program will enhance the educational efforts by demonstrating to children thataccidents can happen to anybody. Likewise, parents will get the message that bicycle andpedestrian safety is imperative and they need to participate in the educational process.

The CONTRACTOR shall list upcoming "Speakers Bureau" event in its weekly updateof schedule to the CITY and LAUSD. The CONTRACTOR shall include in its monthlyreport to the CITY the date, the location, contact information and the number of"Speakers Bureau" held during the month. The CONTRACTOR should also include inits monthly report any publication or media advertising released as part of the "SpeakersBureau" event.

2.6.3.3 Other Special Projects

The CONTRACTOR is encouraged to develop new innovative programs to enhance theeducation of children about bicycle safety and transit use. Any new projects must beapproved by CITY and LAUSD prior to being implemented.

2.6.4 Printed Materials

The CONTRACTOR shall prepare and, upon advance approval by CITY and LAUSD,distribute printed material related to the seminar presentation, rodeo, traffic safety

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awareness and other CITY authorized special programs (e.g. Safe Routes to School etc.).The CONTRACTOR shall not deviate from the budgeted amount for printed material, asshown in Section 2.4 of this Agreement, without prior written authorization from theCITY.

The CONTRACTOR shall submit to the CITY vendor invoices and evidence of paymentfor the reimbursement of printed materials. The CONTRACTOR should have sufficientcash flow for the payment of printed materials. The CITY will not advance any funds tothe CONTRACTOR for the printing of educational material.

2.6.5 Equipment

The CONTRACTOR is paid based on the number of seminars and rodeo conducted. TheCITY will not reimburse the CONTRACTOR for any equipment purchased.

2.7 Project Tasks

The following sections describe the tasks that shall be performed by theCONTRACTOR. Each task shall be documented in writing upon its completion. TheCONTRACTOR shall share in-progress drafts upon request of the City ProgramCoordinator. See Section 3.1 for definition of City Program Coordinator.

2.7.1 TASK 1: Schedule

The CONTRACTOR shall prepare general and tentative schedules for schoolsstatistically distributed as to geography, grade education level and whether they arepublic or private, or parochial. This schedule should cover the entire contract year.

This task is intended to uniformly reach students of different ages, ethnicity, andsocioeconomic background. Itmust be intended that all of the elementary schools in theLos Angeles Unified School District (LAUSD) be reached during this agreement period.

Submittals required under this task are the following:

Geographic information system (GIS) Arcview or acceptable substitute software for ageographical database of all schools identifying them as kindergarten, elementary ormiddle schools, and public, private or parochial within each of the 15 CouncilDistricts. The GIS database of schools served is due after 30 days upon contractcompletion (i.e. by May 1,2012 for the first contract year). The GIS database shallcontain the data used (i.e. Date; Address and Name of the Schools visited etc.) inpreparing the GIS maps and not just the maps themselves. The GIS database shouldbe updated yearly and a disc should be submitted as part of the final report, to showwhich schools have been served, perhaps using dots of different colors to show the

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different number of visits (0,1,2, etc.).Summary list of all schools within the City of Los Angeles under the jurisdiction ofthe LAUSD and private schools within City boundaries. The summary list shallinclude the school name, address, council district, and school contact person's nameand telephone number. The summary list is due to the CITY within three monthsafter the contract begins (i.e. by July 1,2011). The CONTRACTOR shall update thesummary list aunually as schools opens and closes and include it as part of the finalreport.Since the goal of the contract is to give every student in the City an opportunity toattend this program, the CONTRACTOR should offer this program to new schoolsinstead of repeating the program at the same schools every year. TheCONTRACTOR shall use the Summary List of Schools to show new schools thatwere offered the program and new schools where all seminars and rodeos wereconducted. The CONTRACTOR shall update the list semi-annually in trying toreach 25% of new school each year.Monthly tentative schedules of seminars, rodeos and other special programs to CITYand LAUSD School Traffic and Safety Education Section due by the first of eachmonth.Weekly update of schedule of seminars, rodeos, and other special programs to CITYand LAUSD School Traffic and Safety Education Section due by the prior Friday ofthe week of the seminars and rodeos. The updated schedule should contain thefollowing information: (1) Name and Address of the Schools to be served (2) Date;Time and the Number of Seminars and/or Rodeo to be conducted (3) Name; Title andTelephone Number of the School Official with whom the seminars and rodeos werescheduled (4) Anticipated Number of Participants for each seminar and rodeoscheduled.

2.7.2 TASK 2: Educational Materials

The CONTRACTOR shall prepare and, upon advance approval by CITY and LAUSD,distribute printed educational materials related to the seminar presentation, rodeo, trafficsafety awareness information and other CITY authorized special programs, whichincludes, but not limited to the following:

Introductory letters to each school outlining the Bicycle Safety and Transit EducationprogramHandouts and informational pamphlets about bicycle and pedestrian safety, andtransit education (e.g. basic traffic laws, bicycle helmet use guide, teacher's guide,parents' guide etc.)Quizzes that test students on all aspects of bicycle and pedestrian safety, and transiteducationSurvey forms to determine helmet compliance among the students and to determinecurrent transportation behavior usageEvaluation questionnaires of the program from the school principals and school

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administrators, following each school presentation and rodeo

The CONTRACTOR shall submit the educational material to the City ProgramCoordinator no later than May 1,2011. Failure to submit the educational material willresult in monthly payment being withheld from the CONTRACTOR.

2.7.3 TASK3: Publicity

To increase community awareness of the program, the CONTRACTOR shall implement,but not limited to, the following methods of publicity, upon advance approval by CITYandLAUSD:

Provide information and educational materials to the local media on a regular basisRelease media armouncements regarding the program whenever possible or under thedirection of the CITY or LAUSD

2.7.4 TASK4: Outline

Prepare an outline of the class presentation covering, but not limited to, the following:

Explanation and distribution of bicycle route maps provided by CITY and otheragencies, and bicycle and pedestrian safety literature approved by CITYMaps of bus routes and light-rail transit routesChecklist of bicycle equipment, including helmets, brakes, tires, handlebars, etc.Checklist of transit safety measures and methods to promote transit useBasic traffic laws including significance of each type of bikeway related trafficcontrol devicesRecognition and prevention of traffic hazards involving pedestrians, vehicles,bicycles, and transit vehicles

The CONTRACTOR shall submit the outline no later than May 1,2011. Failure tosubmit the outline will result in monthly payment being withheld from theCONTRACTOR.

2.7.5 TASK 5: SafetyRules and Regulations

The CONTRACTOR shall research rules and regulations regarding bicycle, pedestrian,and transit safety. State laws governing the use of bicycles are contained in theCalifornia Vehicle Code (CVC) which is revised annually to incorporate newly passedlaws. City ordinances are contained in the Los Angeles Municipal Code (LAM C). It isthe duty of the CONTRACTOR to research these laws and make them part of theprogram presentation.

The CONTRACTOR shall submit a report of any changes in rules and regulations to the

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CITY by January 31, of each year. Failure to submit the report will result in monthlypayment being withheld from the CONTRACTOR.

2.7.6 TASK 6: Authorization from LAUSD to Enter Campuses

The CONTRACTOR shall obtain appropriate authorization from LAUSD and otherschool management prior to conducting programs on campuses. LAUSD authorizationwill include, but not be limited to mandatory fingerprinting and background investigationof all employees hired by the CONTRACTOR, who provide direct services to thestudents ofLAUSD.

The CONTRACTOR shall provide the fingerprinting and investigation information of alldirect services employees to the CITY prior to start of the contract and whenever a newemployee is hired. All direct services employees are prohibited to work on thisAgreement and payment will be withheld from the CONTRACTOR until the backgroundinvestigation information is on file and approved by the CITY.

The CONTRACTOR shall begin the work program by informing CITY, LAUSD and theschool principals of the tentative schedule of seminars and rodeos for their respectiveschools and providing a course outline ofthe program. Follow-up letters shall be sent toCITY, LAUSD and the school administrator confirming the presentation date at theschool.

2.7.7 TASK 7: Evaluation and Certification of Program

The CONTRACTOR shall provide the school principal or school administrator with the"Seminar/Rodeo Evaluation and Certification Report" together with the introductionletter and a stamped addressed envelope to be mailed directly to the City ProgramCoordinator. Immediately following the program presentation(s), the CONTRACTORshall obtain the school principal or administrator's signature on a "Seminar/RodeoCertification and Evaluation Report" for the CONTRACTOR'S and, if necessary, theCITY'S records.

The "Seminar/Rodeo Evaluation and Certification Reports" are important to validate thenumber of participants for seminars and rodeos, to evaluate the effectiveness of theprogram and to provide information the CITY needed to update and improve the SchoolBicycle Safety and Transit Education Program and to ensure that it reflects changingconditions and meets the needs of each community and school.

The CONTRACTOR shall inform the school principal or school administrator that inorder to obtain an independent validation of participants and an evaluation of theprogram, it is important to mail the "Seminar/Rodeo Evaluation and CertificationReport" directly to the City Program Coordinator. The CONTRACTOR shall alsoinform school officials that future seminars/rodeos may not be scheduled for schools that

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do not mail the "Seminar/Rodeo Evaluation and Certification Report" directly to the CityProgram Coordinator. Upon notification from the City Program Coordinator, theCONTRACTOR shall not schedule seminars and/or rodeos for schools that repeatedly donot mail the "Seminar/Rodeo Evaluation and Certification Report" directly to the CityProgram Coordinator.

Submittal to the CITY of the completed "Seminar/Rodeo Evaluation and CertificationReports" shall be the basis of payment. If the "Seminar/Rodeo Evaluation andCertification Reports" are not signed or incomplete, the CITY shall return these forms tothe CONTRACTOR for follow-up and re-submittal to the CITY by the school.

2.7.8 TASK 8: Progress Reports

The Contractor shall submit Monthly and Final Project Reports to the CITY on a timelybasis in accordance with the provisions of this Agreement.

2.7.8.1 Monthly Progress Report

Monthly Progress Reports shall be submitted to the CITY and the City's BicycleAdvisory Committee (BAC) for each calendar month or portion, thereof, that theagreement is in effect. Two copies of the Monthly Progress Reports shall be submitted tothe CITY within ten calendar days following the end of the month. A copy of theMonthly Progress Report shall also be submitted to BAC by the last Friday of every oddmonth.

Each Monthly Progress Report shall contain, but not be limited to, the following:

Schedule of schools where the program was presented during the prior month. Thenumber, dates and duration of seminars/rodeos and number of children shall beincluded. Also included shall be seminars and rodeos that were canceled orrescheduled.

Confirmed schedule of schools where the program will be presented during theupcoming month. The number, date and time of each scheduled seminar/rodeo andnumber of children shall be included.

Describe milestone achieved and any problems encountered that affected the programimplementation and steps taken or proposed to overcome the problems.

Correspondence from school, teachers, parents and others who are beneficiaries ofthe School Bicycle Safety and Transit Education Programs. These serve as theevaluation and certification of the CONTRACTOR's activities in the SpecialPrograms.Summary of program press releases, media announcements and events.

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New thoughts/ideas to improve the overall effectiveness of the program.

The CONTRACTOR shall include with its monthly invoice or email the ProgramCoordinator a spreadsheet file (e.g. Microsoft Excel, Quattro Pro etc.) of Date, Nameof School Visited; City & Council District where the school is located, Number ofSeminars or Rodeos Conducted and Number of Participants. The CONTRACTORshall update the spreadsheet file monthly throughout the term of this Agreement.

Overall results of the written tests of the students in each of the classes whereprograms were presented.

2.7.8.2 Final Report

A. A Final Report of the School Bicycle Safety and Transit Education Program isrequired no later than 30 days following the termination date for each agreement year.Three copies of the report are required.

NOTE: The 30-day grace period for the submission of the Final Report does notconstitute authorization for reimbursement of costs for work performed after thetermination date of the agreement. Costs incidental to the report's preparation ordelivery that are incurred subsequent to the termination of the project are notallowable. Failure to submit the Final Report within 30 days may result inwithholding of monthly payment to the CONTRACTOR until the final report isreceived by the CITY.

B. The Final Report shall address the following issues:

(l) Determine what effect the program had toward reducing or solvingthe bicycle and pedestrian safety problem.

(2) Determine the contribution of the program to the City of Los AngelesTraffic Safety Program.

(3) Evaluate the benefits derived in relation to the cost incurred.

(4) Assist other agencies in implementing a similar program or overcomeexisting program deficiencies.

(5) Take inventory of equipment and supplies purchased for the program.

C. Final Report Format

A creative and resourceful approach is encouraged in preparing the report

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which must cover, but is not limited to the following factors:

(1) Executive Summary - At a minimum, the summary must contain thefollowing:

(a) The name and responsibilities of the Program Director.

(b) A restatement of the program's title and objectives.

(c) An analysis of the tasks taken in the operation of theagreement.

(d) An evaluation statement concerning the end product and costbenefits.

(e) A listing of recommended and/or adopted policy or procedurechanges occurring as a result of this Agreement.

(f) A listing of all schools in the City of Los Angeles, thefrequency of visits to each school (i.e., 1,2,3, ... ) since thecontract stared, an assessment of adequacy of outreach, andrecommendations for modifications in outreach.

(2) Results - Describe in detail, the results of the program in terms ofmeeting each original objective as stated in the agreement. Also,describe the results in terms of how they will be specifically appliedfor future improvement of the CITY's continuing School BicycleSafety and Transit Education Program. Where possible, describeestimated increased efficiency resulting from implementing programresults.

(3) Credits - In addition to any other credits the CONTRACTOR wishesto give, the following should be shown in the report: "This program issponsored by the City of Los Angeles, Department ofTransportation. "

(4) Disclaimer - The Final Report must include the following: "Theopinions, findings, and conclusions expressed in this publication arethose of the authors and not necessarily those of the City of LosAngeles."

(5) Program Personnel - Identify the key personnel who worked on theagreement together with their job description, capabilities andcontributions and the quality of the work completed.

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(6) Equipment and Supplies - List and describe how equipment andsupplies purchased under this agreement was utilized inaccomplishing the objectives.

(7) Objectives - Restate the objectives of the School Bicycle Safety andTransit Education Program as identified in the agreement; This willallow analysis of the report as a self-confined document and will aidthe CONTRACTOR in defining any deficiencies.

(8) Methodology - Describe in detail how the contract was implemented.This description should speak specifically on how each task

identified in the agreement was accomplished. The City of LosAngeles can use the methodology description to develop cost ratiosfor work performed and to develop an outline for implementingsimilar and future programs with maximum benefits.

(9) Problems - Describe any operational or cost problems that wereencountered in the contract administration. If known, state alternatemethods that would have avoided the problem and increased theeffectiveness of the School Bicycle Safety and Transit EducationProgram. This information will assist the City of Los Angeles inavoiding the same problems in the future.

(10) Implementation Schedule - Outline the actual and/or plannedschedule for implementation of the program results, recommendationor counter measures. Include the amounts budgeted for immediateimplementation or the estimated fiscal requirements for future plans.

(11) Documentation - Include as a part of the Final Report, input andoutput documents developed. Examples are: new or revised forms,diagrams, management reports, photos, visual aids, etc.

(12) GIS - Final updated GIS database of all schools within the City of LosAngeles, indication of which schools were served, and the number ofvisits.

2.7.9 TASK 9: Attending the BAC Meeting

The CONTRACTOR is required to attend the BAC meeting at least once a year todiscuss the progress of the program. The attendance shall be toward the end of theschool year (i.e. either the June or the August BAC meetings).

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3.0 PROGRAMMANAGEMENT

3.1 City Project Organization

The CITY will be responsible for ensuring that the CONTRACTOR completes theSchool Bicycle Safety and Transit Education Program in full compliance with all of thecontract specifications and in a timely manner. The CITY will also provide a liaisonfunction between the CONTRACTOR and other agencies for their input on the program.

The General Manager of LADOT shall negotiate and execute this agreement asauthorized by the Mayor and City Council. This agreement will be administered by theCITY Program Coordinator and designated staff. The CONTRACTOR will work closelywith the Program Coordinator for the duration of the Agreement and will be assisted byother CITY personnel.

3.2 Liaisonwith City Staff

The City Program Coordinator, identified as the Section Engineer for the LADOTBikeways Program, will be the primary channel for commnnications between the Cityand the CONTRACTOR. The City Program Coordinator will establish the means bywhich the CONTRACTOR can have access to data, studies, and other informationpertinent to the program. It will be the responsibility of the City Program Coordinator tomonitor the program to ensure that the CONTRACTOR has furnished all labor, materialsand incidentals and has completed all work in compliance with the Agreement.

CITY, with the assistance of the other participating agencies, shall make available, to theextent possible, information of use to the CONTRACTOR.

3.3 Accountsaud Records

Any and all funds disbursed by the CITY to the CONTRACTOR and any interest andproceeds generated thereby shall be held by the CONTRACTOR in trust for the purposeof this Agreement and shall be placed in a separate interest-bearing account solely forthose funds, and all allowable expenditures shall be drawn from that account.CONTRACTOR shall maintain and preserve books of account and other financialtransactions during the term of this Agreement. The books and records shall accuratelyreflect money received by source, date, and amount, and money expended by name ofvendor, description of goods or services purchased, date of purchase and price. TheCONTRACTOR shall retain such books and records for at least three years following thefinal payment made by the CITY hereunder. At any time during the term of thisAgreement, or within three years following the final payment hereunder, all of theCONTRACTOR'S books and records shall be subject to examination and audit byauthorized CITY personnel or the CITY's representative.

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3.4 Document Review

The CONTRACTOR shall deliver to the CITY two copies of the reports, plans and otherproducts of each and every program task as shown in Section 2.0. The CITY shall haveup to two weeks to review the draft document, recommend any necessary modificationsor revisions, and return it to the CONTRACTOR. The CONTRACTOR will have up to30 calendar days to modify or revise the document and return it in final form to theCITY. The CITY may grant an extension of time to the CONTRACTOR when extensivemodifications or revisions are required.

3.5 Review Meetings

The CITY Program Coordinator will arrange for semi-annual meetings with personnel ofCITY, LAUSD and other affected/interested agencies. The CONTRACTOR shall appearat these meetings to discuss program activities, the progress being made, and relatedmatters of mutual concern. The City Program Coordinator shall notify theCONTRACTOR of the date, time and place of each meeting at least five calendar days inadvance ofthe meetings.

3.6 Approval Authority

The Program Coordinator shall submit recommendations regarding acceptance of allprogram tasks performed by the CONTRACTOR and payment thereon to the GeneralManager of the LADOT, who shall have final approval authority.

3.7 Public Information Releases

Public information releases pertaining to the Agreement shall not be made without priorwritten approval by the CITY obtained through the Program Coordinator.

3.8 Payment Procedure

A. The CONTRACTOR shall be reimbursed for all authorized expenses relating to thisAgreement, not to exceed a maximum of $300,000 for the first year of thisAgreement, subject to all other provisions of this Agreement.

B. Line item expenses shall not exceed the authorized budget for line items as shown inSection 2.4 of this Agreement, except that the CITY may approve adjustments withinthe line items to maximize best use ofthe available funds.

C. The CONTRACTOR shall submit to the CITY monthly requests for reimbursementtogether with documents evidencing costs. The CONTRACTOR shall include timesheet summaries indicating actual hourly wages, hours spent on program with general

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task descriptions, and verification for the number of seminars/rodeos taught atschools as specified in the contract. Payments shall be made on a per seminar/rodeobasis. Therefore, only verified seminars/rodeos received by the CITY at the time ofprocessing of billing shall be counted. "Seminar/Rodeo Evaluation and CertificationReports" with incomplete seminar/rodeo information are not acceptable and shall bereturned to CONTRACTOR for follow-up and re-submittal to the CITY by theschool.

D. Upon receipt of a reimbursement request from the CONTRACTOR, the CITY shallprocess and forward the approved request for payment to the appropriate disposingoffice of the CITY. Payments shall be made within 45 calendar days after receipt andapproval of the request by the CITY.

E. The CONTRACTOR shall have sufficient cash flow to maintain daily activitieswhile awaiting payments from the CITY.

F. The CONTRACTOR shall provide a final accounting of all funds provided under thisAgreement.

G. The CITY will withhold monthly payment to the CONTRACTOR for any incompletemonthly report, final report or deliverables stated in Section 2.7 of this Agreement.

3.9 Penalties

To ensure that the CONTRACTOR maintains a reasonable level of service andaccomplishes the objective of conducting 1,500 seminars and 100 rodeos, and teaching175,000 children during the first year of the Agreement, the CONTRACTOR shallconduct sufficient in-school seminars and rodeos to teach approximately 43,750 childrenduring each three-month period. The City Program Coordinator will notify theCONTRACTOR of participant and time deficiencies for seminars and rodeos on aquarterly basis to ensure the reasonable level of service for this Agreement is achieved.

If at the end of the first year of this Agreement, the CONTRACTOR has presented acertain number of seminars and rodeos but with less participants based on the averagenumber of 100 students per seminar and 250 students per rodeo, the CITY will deduct anequivalent value in participants from the last monthly payment of the current contractyear. The deduction will be released only when the CONTRACTOR has conductedenough free seminars and rodeos to make up for the participant deficiency. For example,if the CONTRACTOR conducted 1400 seminars and 95 rodeos to 139,000 students inseminars and 23,000 students in rodeos. Based on the average of 100 students perseminar and 250 students per rodeo, the CONTRACTOR should have educated 140,000students for seminars and 23,750 students for rodeos. Therefore, the CITY will deduct$1,200 (10 seminars@$120 per seminar) for seminars and $3,000 (3 rodeos @$1,000per rodeo) for rodeos from the last monthly payment (i.e. from March 2012 payment) of

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the current contract year. The deduction will be released when the CONTRACTOR hasmade up the shortage of 1,000 participants in seminar and 750 participants in rodeo byconducting 10 free seminars and 3 free rodeos at no charge to the CITY.

In the event the CONTRACTOR conducts time deficient seminars or rodeos without anapproval from the City Program Coordinator, the CITY will deduct an equivalent valueof seminars and rodeos from the last monthly payment (i.e. from March 2012 payment)of the current contract year. The deduction will be released only when theCONTRACTOR has conducted enough free seminars and rodeos to make up for the timedeficiency. For example, if the CONTRACTOR has time deficiency of 140 minutes inseminars and 8 hours in rodeos at the end of the first contract year, the CITY will deduct$480 (i.e. @ $120 per seminar) for seminars and $2,000 (i.e. @$1,000 per rodeo) forrodeos from the last monthly payment (i.e. from March 2012 payment )ofthe currentcontract year. The deduction (i.e. $2,480) will be released when the CONTRACTOR hasconducted 4 seminars (@35 minutes per seminar) and 2 rodeos (@ 4 hours per rodeo) atno charge to the CITY.

4.0 CONTRACTOR PROVISIONS AND CERTIFICATIONS

The following general agreement provisions shall not be subject to re-negotiation in theevent of any amendments to the agreement.

4.1 Construction of Provisions and Titles Herein

All titles or subtitles appearing herein have been inserted for convenience and shall notbe deemed to affect the meaning or construction of any of the terms or provisions hereof.The language ofthis Agreement shall be construed according to its fair meaning and not

strictly for or against the CITY or the CONTRACTOR. The word "CONTRACTOR"herein and in any amendments hereto includes the party or parties identified in theagreement wherein this Appendix is incorporated by reference; the singular shall includethe plural; it there shall be more than one CONTRACTOR herein, unless expressly statedotherwise, their obligations and liabilities hereunder shall be joint and several; use of thefeminine, masculine, or neuter genders shall be deemed to include the genders not used.

4.2 Number of Originals

The number of original texts of this Agreement shall be equal to the number of theparties hereto, one text being retained by each party.

4.3 Correspondence

All posters, flyers and brochures, pursuant to this Agreement shall have on the letterhead,"School Bicycle Safety and Transit Education Program, sponsored by the City of LosAngeles, Department of Transportation." The program letterhead shall be significantly

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different than the regular business letterhead normally used by the CONTRACTOR andthe design for which shall be submitted to CITY for approval prior to printing. TheCONTRACTOR shall not send or distribute any correspondence, posters, booklets,flyers, brochures, questionnaires, and other visual aids or other forms ofinformation toany LAUSD school without prior approval of form and content from CITY and LAUSD,and to other schools, parks, and agencies, without prior approval from CITY.

4.4 Notification of Other Activities

The CONTRACTOR acknowledges as of this date that the Project Director also acts asan independent CONTRACTOR to the planning, production, promotion of charitable,recreational and sports events and projects. The Project Director shall dedicate fifty(50%) percent of her time to this School Bicycle Safety and Transit Education Program.The CONTRACTOR is required to notify the CITY immediately of the lowering of theProject Director's required dedication to this Agreement and method to remedy thedeficiency. It is further understood that none such current or future activities and/orprojects will conflict with the CONTRACTOR'S or Project Director's full execution andcompliance with the terms of this Agreement.

4.5 Money to be Used for Current Expenses

The money expended by the CITY hereunder are to be used by the CONTRACTOR tomeet expenses incurred during the term of this Agreement. The CONTRACTOR maynot submit an invoice requesting the payment of, nor may the CITY pay, any portion ofany liability of the CONTRACTOR existing prior to the term ofthis Agreement.

4.6 Ownership of Documents

Original documents, methodological explanations, computer software programs,purchased equipment, reports and visual aids and other information prepared by theCONTRACTOR or its contracts and paid for by the CITY shall become the property ofthe CITY and shall be delivered to the CITY at the place(s) and time(s) specified by theProgram Coordinator. It is understood that the CITY will not use the designation "SAFEMOVES" for any future bicycle safety and/or transit education projects not involving thisCONTRACTOR.

4.7 Inspection and Audit

The CITY, or any of its duly authorized representatives, upon reasonable written notice,shall have access, for the purpose of audit and investigation, to any and all books,documents, papers and records of the CONTRACTOR which pertain to the agreement.Said books, documents, papers and records shall be retained by the CONTRACTOR forthree (3) years following final payment under the agreement.

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CONTRACTOR should submit to the City Program Coordinator a copy of audit report asa result of any audit of the CONTRACTOR or its operations performed by a CertifiedPublic Accountant or auditors from other governmental agencies. CONTRACTORshould submit the audit report to the City Program Coordinator no later than thirty (30)days from the date the audit report becomes available.

4.8 Confidential Information

All information provided to the CONTRACTOR by the CITY shall be consideredconfidential unless such information is otherwise lawfully available to the public.

4.9 Applicable Law, Interpretation and Enforcement

Each party's performance hereunder shall comply with all applicable laws of the UnitedStates of America, the State of California, and the CITY. This Agreement shall beenforced and interpreted under the laws of the State of California and the CITY.

If any part, term or provision of this Agreement shall be held void, illegal, unenforceable,or in conflict with any law of a federal, state or local government havingjuriscliction overthis Agreement, the validity of the remaining portions of provisions shall not be affectedthereby.

4.10 Time of Effectiveness

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

A. This Agreement has been signed on behalf of the CONTRACTOR by the person orpersons authorized to bind the CONTRACTOR hereto;

B. This Agreement has been approved by the CITY's Councilor by the board, officer oremployee authorized to give such approval;

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

D. This Agreement has been signed on behalf of the CITY by the person designated toso sign by the CITY's Councilor by the board, officer or employee authorized toenter into this Agreement.

4.11 Integrated Agreement

This Agreement sets forth all of the rights and duties of the parties with respect to thesubject matter hereof, and replaces any and all previous agreements or understandings,

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whether written or oral, relating thereto. This Agreement may be amended only asprovided for in Section 4.12 hereof.

4.12 Amendment

Program amendments include any changes in the School Bicycle Safety and TransitEducation Agreement that may be necessary to insure the satisfactory completion of theprogram. The types of amendments most commonly processed include budget changes,time extension, personnel changes and any changes to objectives, tasks, etc.

All amendments hereto shall be in writing and signed by the persons authorized to bindthe parties thereto. Services performed by the CONTRACTOR apart from and inaddition to those required hereunder, and as amended, shall be a gratuity to the CITY andshall not entitle the CONTRACTOR to demand from the CITY the payment of anymonies or other consideration beyond that provided for herein. In addition, any changesin the agreement budget amount for the second and third years of the agreement must beapproved by the Council and the Mayor in the Annual Budget process.

4.13 ExcusableDelays

In the event that performance on the part of any party hereto shall be delayed orsuspended as a result of circumstances beyond the reasonable control and without thefault and negligence of said party, none of the parties shall incur any liability or penaltiesto the other parties as a result of such delay or suspension. Circumstances deemed to bebeyond the control of the parties hereunder shall include, but not limited to, acts of Godor of the public enemy; insurrection; acts of the Federal Govemment or any unit of Stateor Local Government in either sovereign or contractual capacity; fires, floods; epidemics;quarantine restrictions; strikes, freight embargoes or delays in transportation, to theextent that they are not caused by the party's willful or negligent acts or omissions, and tothe extent that they are beyond the party's reasonable control.

4.14 Breach

As described in Section 3.9, a variance from the seminar teaching schedule of more than5 percent will constitute breach of contract, upon which the CITY may exercise the rightto penalize the CONTRACTOR.

Except for excusable delays, it any party fails to perform, in whole or in part, anypromise, covenant, or agreement set forth herein, or should any representation made by itbe untrue, any aggrieved party may avail itself of all rights and remedies, at law or equity,in the courts oflaw. Said rights and remedies are cumulative of those provided for hereinexcept that in no event shall any party recover more than once, suffer a penalty orforfeiture, or be unjustly compensated.

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4.15 Termination

The CONTRACTOR'S performance pursuant to the agreement may be terminated inwhole, or part, by the CITY upon written notice thereof.

Termination may be commenced by the CITY upon the occurrence of any of thefollowing events, and the CONTRACTOR shall be given the advance written noticeindicated:

A. Failure to procure or maintain required insurance. No advance notice.

B. Whenever the CONTRACTOR shall default in its performance of this Agreementand fail to resolve, or diligently commence to resolve, such default within a period often (10) days after receipt from the CITY of a notice specifying the default. Thirty(30) days notice.

C. Whenever for any reasons the CITY shall determine that such termination is in thebest interest of the CITY. Thirty (30) days notice.

D. Whenever the program is not being implemented in accordance with Federal andState laws, or pursuant to the terms of the signed agreement. Thirty (30) days notice.

Any such termination shall be effected by delivery to CONTRACTOR of a notice oftermination specifying: I) the reason for termination; and 2) the extent to whichperformance of work under the contract is terminated and the date upon which suchtermination becomes effective. After receipt of a notice of termination, and except asotherwise directed by the CITY, the CONTRACTOR shall:

A. Stop work under the contract on the date and to the extent specified in the notice oftermination; and

B. Transfer title of the program documents to the CITY (to the extent that title has notalready been transferred) and deliver, in the manner, at the time(s) and place(s), andto the extent directed by the CITY, the work in progress, completed work, and othermaterial produced as a part of or acquired in the performance of the work terminated.It is understood that the CITY will not use the designation "SAFE MOVES" for anyfuture bicycle safety and/or transit education project not involving thisCONTRACTOR.

The monetary compensation due to the CONTRACTOR by reason oftermination shallbe determined as follows:

A. Ifthe termination is due to the default of the CONTRACTOR, the total sum payable

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thereto shall be based on all work delivered to and accepted by the CITY inaccordance with the previously agreed upon payment schedule. The CITY, however,may retain from said payment an amount equal to any additional costs incurred by theCITY in completing those parts of the work in default, and shall also be entitled torecover for other damages as provided by law.

B. If the termination is for the convenience ofthe CITY, the CONTRACTOR shall bepaid on the basis of the work completed in accordance with the previously agreedupon payment schedules.

C. In addition to the above set off amount, the CITY shall also be entitled to recover forother damages as provided by law.

4.16 Independent Contractor

The CONTRACTOR is acting hereunder as an independent CONTRACTOR and not asan agent or employee of the CITY. The CONTRACTOR shall not represent or otherwisehold out itself or any of its directors, officers, partners, employees, or agents to be anagent or employee ofthe CITY.

4.17 Prohibition Against Assignment or Delegation

The CONTRACTOR shall not, unless it has first obtained the written permission of theCITY;

A. Assign or otherwise alienate any of its rights hereunder, including the right topayment; or

B. Delegate, subcontract, or otherwise transfer any of its duties hereunder, except asotherwise provided for in this Agreement.

4.18 Permits

The CONTRACTOR and its officers, agents and employees shall obtain and maintain allpermits and licenses necessary for the CONTRACTOR'S performance hereunder andshall pay any fees required therefor.

4.19 Claims for Labor and Materials

The CONTRACTOR shall promptly pay when due all amounts payable for labor andmaterials furnished in the performance of this Agreement so as to prevent any lien orother claim under any provision of law from arising against any CITY property(including reports, documents, and other tangible matter produced by theCONTRACTOR hereunder), against the CONTRACTOR'S rights to payments

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hereunder, or against the CITY, shall pay all amounts due under the UnemploymentInsurance Act with respect to such labor.

4.20 Bonds

Duplicate copies of all bonds, which may be required hereunder, shall conform to CITYrequirements established by charter, ordinance or policy and shall be filed with the Officeof the City Attorney for its review in accordance with Los Angeles Administrative CodeSections 11.47 through 11.56.

4.21. Indemnification

Except for the active negligence or willful misconduct of CITY, CONTRACTORundertakes and agrees to defend, indemnify and hold harmless 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, attorney's fees and cost of litigation, damage or liability of 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 or willfulmisconduct incident to the performance of this Agreement by the CONTRACTOR or itssubcontractors of any tier.

5.0 CITY POLICY ISSUE STATEMENTS AND REQUIREMENTS

5.1 Standard Provisions for City Contracts

Hereby incorporated by reference into this Contract are the provisions of the StandardProvisions of City contracts (Rev.3/09) as amended, which are attached hereto.

5.2 Indemnification and Insurance Requirements

Except for the active negligence or willful misconduct of City, the contractor undertakesand agrees to defend, indemnify and hold harmless City and any and all of City's Boards,Officers, Agents, Employees, Assigns, and Successors in Interest from and against allsuits and causes of action, claims, losses, demands and expenses, including, but notlimited to, attorney's fees and cost of litigation, damage or liability of any naturewhatsoever, for death or injury to any person, including contractor's employees andagents, or damage or destruction of any property of either party hereto of third parties,arising in any manner by reason of, or incident to, the performance of the agreement(contract) on the part of contractor or subcontractor of any tier. (See AppendixA)

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5.3 Contractor Evaluation Ordinance

At the end of this contract, the City will conduct an evaluation of the Contractor'sperformance. The City may also conduct evaluations of the Contractor's performanceduring the term of the contract. As required by Section 10.39.2 of the Los AngelesAdministrative Code, evaluations will be based on a number of criteria, including thequality of the work product or service performed, the timeliness of performance,financial issues, and the expertise of personnel that the Contractor assigns to thecontract. A Contractor who receives a "Marginal" or "Unsatisfactory" rating will beprovided with a copy of the final City evaluation and aUowed 14 calendar days torespond. The City will use the final City evaluation, and any response from theContractor, to evaluate proposals and to conduct reference checks when awarding otherpersonal service contracts. CONTRACTOR shaU refer to Attachment K, "ContractorEvaluation Ordinance," for further information regarding the requirements of theOrdinance.

5.4 Contract Modifications

The Agreement fuUy expresses all understanding of the parties concerning all matterscovered and shall, with the RFP, its addendum and Contractor's RFP response (the"Proposal"), constitute the total Agreement. Except as may otherwise be providedherein, no addition to, or alternative of, the parties, their officers, agents or employees,shall be valid unless made in the form of a written amendment to this Agreement,which is formaUy approved by Mayor or Council and executed by the parties. Nomodification or addition to this Agreement shaU have any effect whatsoever unless setforth in writing and signed by both parties.

[The remainder of this page left blank intentionally l

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IN WITNESS WHEREOF, the parties hereto each herewith subscribe the same four (4) identicalcopies, and this Agreement is executed by the City of Los Angeles, acting by and through theGeneral Manager of the Department of Transportation, and, Safe Moves.

APPROVED AND AGREED TO:

FOR THE CITY OF LOS AN ELES:

BY:jAVM~I~R~S~~?rI~~~------------

Interim General ManagerDepartment of Transportation

:RS1T~J-PAT HINESExecutive Director

APPROVED AS TO FORM:Office of the City Attorney

ATTEST:City Clerk

BY:~ __ ~r-~~ __

Contract #:Council File #: 11-0346

C:\Safe Moves Contract\contractaaa2011.wpd

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DATE: ----'-4/£--'-6/1._0 I1_

DATE: __ .(_(_7_(_.lt=(:-( _

DATE: _'f_-_/_J.:_- 1-,-1__

Appendix AStandard Provisions for City Contracts

( 1

c (


TABLE OF CONTENTS

·PSC-1 CONSTRUCTION OF PROVISIONS AND TITLES HEREIN ~ 1 .

PSC-2 NUMBER OF ORIGINALS 1

PSC-3 APPLICABLE LAW, INTERPRETATION AND ENFO~CEMENT 1

PSC-4 TIME OF EFFECTIVENESS 2

PSC-5 INTEGRATED CONTRACT 2

PSC-6 AMENDMENT 2

PSC-7 EXCUSABLE DELAyS 2

psc-a BREACH ........................•.............................................. · ~2

PSC-9 WAIVER ..•••••••.•••...•..••••.•••.•~•..••....•.•••.•••..•..•..•...•••...•••••••••••••••••.••.•.•..••..•••...•.•3

=sc-ie TERMINATION.· 1:1 ••••••••••••••••••••••••••••••• 3

PSC·11 INDEPENDENT CONTRACTOR ~ 4

PSC·12 CONTRACTOR'S PERSONNEL ..•............... 11 4

PSC·13 PROHIBITION AGAINST ASSIGNMENT OR DELEGATION 5

PSC-14 . PERMITS 5

PSC-15 CLAIMS FOR LABOR AND MATERiALS ~ 5

PSC-16 CURRENT LOS ANGELES CITY BUSINESS TAX REGISTRATIONCERTIFICATE REQUIRED 5

PSC-17 RETENTION OF RECORDS, AUDIT AND REPORTS 5

PSC·18 FALSE CLAIMS ACT · 6

PSC·19 BONDS ...........................................................•.............................................. 6

PSC·20 INDEMNIFICATION a ••••••••••••••••••••••••••••••• 6

PSC-21 INTELLECTUAL PROPERTY INDEMNIFICATION 6

STANDARD PROVISIONSFOR CITY CONTRACTS (Rev. 3/09)

PSC·22

PSC-23

PSC·24

PSC·25

PSC·26

PSC·27

PSC-28

PSC-29

PSC·30

PSC-31

PSC·32

PSC·33

PSC-34. ,- .. ' - .

PSC·35

PSC-36

TABLE OF CONTENTS (Continued)

INTELLECTUAL PROPERTY WARRANTy 7

OWNERSHIP AND LICENSE 7

INSURANCE 8

DISCOUNT· TERMS !.8

WARRANTY AND RESPONSIBILITY OF CONTRACTOR 8

NON-DISCRIMINATION ......................•......................................................... 8

EQUAL EMPLOYMENT PRACTICES .;,•.~ : 9

AFFIRMATIVE ACTION PROGRAM 11

CHILD SUPPORT ASSIGNMENT ORDERS 15

LIVING WAGE ORDINANCE AND SERVICE CONTRACTORWORKER RETENTION ORDINANCE ~ 16

AMERICANS WITH DISABILITIES ACT 17

CONTRACTOR RESPONSIB.ILlTY ORDINANCE 18

MINORITY, WOMEN, AND OTHER BUSINESS ENTERPRISE" ,OUTREACH PRaG RAM,••.,•.II •••• ~ ••. _.,~,II,~,.,.,_.II ••••••• ,-:,I1.•~.·.·~,~~,~,._I1~.~,-:I1,~~.I1I1-:~~,,~.. I1,~!,._IIII_~.~~}1_..,~'I,~,~,•• ~.,._·1~

EQUAL BENEFITS ORDINANCE 18

SLAVERY DISCLOSURE ORDINANCE ~ ~.19

EXHIBIT 1 -INSURANCE CONTRACTUAL REQUIREMENTS 20

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

( (


PSC-1. CONSTRUCTION OF PROVISIONS AND TITLES HEREIN

All titles,subtitles, or headings in this Contract have been inserted for convenience, and .shall not be deemed to affect the meanlnq or construction of' any of the terms orprovisions hereof. The language of this Contract shall be construed according to its fairmeaning and not strictly 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 one

.CONTRACTOR herein, unless expressly stated otherwise, their obligations andliabilities hereunder shall be jolnt and several. Use of the feminine, masculine, or neuter

. genders shall be deemed to include the genders not used.

PSC-2. NUMBER OF ORIGINALS

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 CITY'S option, one or moreadditional original texts of this Contract may also be retained by the City.

PSC-3. APPLICABLE LAW. INTERPRETATION AND ENFORCEMENT

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

In any action arising out of this Contract, CONTRACTOR consents to personaljurisdiction, and agrees to bring aI/ such actions, exclusively in state or federal courtslocated in Los Angeles County, California.

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 jurisdlction over thisContract, the validity of the remaining parts, terms or provisions of the Contract shall notbe affected thereby.

STANDARD PROVISIONS. FOR CITY CONTRACTS (Rev. 3/09) 1

PSC-4. 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 or 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

D. This Contract has been signed on behalf of the CITY by the persondesignated by the City Council. or by the board, officer or employeeauthorized to enter into this Contract.

PSC-5. INTEGRATED CONTRACT

This Contract sets forth all of the rights and duties of the parties with respect to thesubject matter hereof, and replaces any and all previous Contracts or understandlnqs,whether written or oral, relating thereto. This Contract may 'be amended only asprovided for in paragraph PSC-6 hereof.

PSC-6. AMENDMENT

All amendments to this Contract shall be in writing and signed and approved pursuant tothe provlslonsof 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 suspension. 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 Federal Government or any unit of State or LocalGovernment in either sovereign or contractual capacity; fires; floods; earthquakes:epidemics; quarantine restrictions; strikes; freight embargoes or delays intransportation, to the extent that they are not caused by the party's willful or negligentacts or omissions, and to the extent that they are beyond the party's reasonable control.

PSC-S. BREACH

Except for excusable delays as described in PSC-7, if any party fails to perform, inwhole or in part, any promise, covenant, or agreement set forth herein, or should anyrepresentation made by it be untrue, any aggrieved party may avail itself of all rights


'C,

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

PSC-9. WAIVER

A waiver of a default of any part, term or provision of this Contract shall not be.consfrued as a waiver of any succeeding default or as a waiver of the part, term orprovision 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 bygiving 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, reasonably necessary toterminate its activities. The CITY shall 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 andmaterlals procured foror produced under this Contract, including all intellectual property righ~sthereto,shall become CITY property upon the date of such termination. CONTRACTORagrees to execute any documents necessary for the CITY to perfect,memorialize, 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 thisContract or so fails to make progress as to endanger timelyperformance of this Contract, the CIT:Ymay give CONTRACTORwritten notice of such default. If CONTRACTOR does not curesuch default or provide a plan to, cure, such' default which isacceptable to the CITY within the time permitted by the CITY, thenthe CITY may terminate this Contract due. to CONTRACTOR'Sbreach of this Contract.

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


CITY'S lobbying policies, then the CITY may immediately terminatethis 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 CITY may deem appropriate, services similar inscope and level of effort to those so terminated, and.CONTRACTOR shall be liable to the CITY for all of its costs anddamages, including, but not limited, any excess costs for suchservices.

5. All finished or unfinished documents and materials produced orprocured under this Contract, including all 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 CONTRACTORwas 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 shall be the same as if the notice oftermination had been issued pursuant to PSC-10(A) Termination forConvenience.

7. The rights and remedies of the CITY provided in this section shallnot be exclusive and are in addition to any other rights andremedies provided ~y_laworunder 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 PE:RSONNEL

Unless otherwise provided or approved by the CITY, CONTRACTOR shall use its own.employees to perform the services described in this Contract. The CITY shall have theright 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 CITY.

CONTRACTOR shall not use subcontractors to assist in performance of this Contractwithout the prior written approval of the CITY. If the CITY permits the use ofsubcontractors, CONTRACTOR shall remain responsible for performing aI/ aspects of


cthis Contract. The CITY has the right to approve CONTRACTOR'S subcontractors, andthe CITY reserves the right to request replacement of subcontractors. The CITY doesnot have any obligation to pay CONTRACTOR'S subcontractors, 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 this, Contract.

PSC-14. PERMITS

CONTRACTOR and its directors, officers, partners, agents, employees, andsubcontractors, to the extent allowed hereunder, shall obtain and maintain all licenses,permits, certifications and other documents necessary for CONTRACTOR'Sperformance hereunder and shall pay any fees required therefor. 'CONTRACTORcertifies to immediately notify the CITY of any suspension, termination, lapses, non-renewals, or restrictions of licenses, permits, certificates, or other documents.

PSC·15. CLAIMS FOR LABOR AND MATERIALS

CONTRACTOR shall promptly pay when due aI/ amounts payable for labor andmaterials furnished in the performance of this Contract so as to prevent any lien or otherclaim. under any proVision of law from arising against an.yCITYptoperty (irlcludingreports, documents.Tand ' other --taiigible'---or intangible matter" produced" by'CONTRACTOR 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 such labor.

PSC·16. CURRENT LOS AN'GELES 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 et seq. of the Los Angeles Municipal Code; For the termcovered by this Contract, CONTRACTOR shall maintain, or obtain as necessary, allsuch Certificates required of it under the Business Tax Ordinance, and shall not allowany such Certificate to be revoked or suspended;

PSC-11. RETENTION OF RECORDS, AUDIT 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 witt]


requirements prescribed by the CITY. These records shall be retained.for a period ofno less 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 authorized 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 last. CONTRACTOR shall provide any reports requested by the.CITY regardingperformance of this Contract. Any subcontract entered into by CONTRACTOR, to theextent allowed hereunder, shall Include a like provision for work to be performed underthis Contract. .

PSC-18. FALSE 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 treble damages, costs of 'legal actions to recover payments,and civil penalties of up to $.10,000per false claim.

PSC·19. BONDS

All bonds which may be required hereunder shall conform to CITY requirementsestablished by Charter, ordinance or policy, and shall be filed with the Office of the CityAdministrative Officer, Risk Management for its review and acceptance in accordancewith Sections 11.47 through 11.156of the Los Angeles Administra.tiveCode.

PSC·20. INDEMNIFICATION

Except for the active negligence or willful misconduct of the CITY, or any of its Boards,Officers, Agents, Employees, Assigns and .Successors in lnterest, . CONTRACTOR

..··-IdIJc:l§Ij§ISf:~§·anc:lagr§~$todefemd,indemnify .and..hold.harmless the ..CITY andany-cifitsBoards, 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, attorney's fees (both in house and outside counsel) andcost of litigation (including all actual litigation costs incurred by the CITY, including butnot limited. to, costs of experts and consultants), damages or /iabi/ityof 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 orwillful misconduct incident to the performance of this Contract by CONTRACTOR or itssubcontractors. of any tier. Rights and remedies available to the CITY under thisprovision are cumulative of those provided for elsewhere in this Contract and thoseallowed under the laws of the United States, the State of California, and the CITY. Theprovisions 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 PROVISIONSFOR C,TY CONTRACTS (Rev. 3/09) 6

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. _Elrlq§_u<::<::(;}$$()r§ijrUl'1t(;}t(;}s~from and against aU suits and causes of action, claims,losses, demands and expenses,iriCilJd-ing, bufnoflfmffealo;--attomeys fees (both- inhouse and outside counsel) and cost of litigation (including all actual litigation costsincurred by the CITY, including but not limited to, costs of experts and consultants),damages or liability of any nature whatsoever arising out of the infringement, actual oralleged, direct or contributory, of any intellectual property rights, including, withoutlimitation, 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 actual 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 for elsewhere in this Contract 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,trademarks, trade secrets, rights of publicity and proprietary information.

PSC-23. OWNERSHIP AND LICENSE

Unless otherwise provided for herein, all Work Products originated and prepared byCONTRACTO~or lts subcontractors of any tier under this Contract shall be and remain..

.,'... theexclusive property of the CITY for its use in any manner it deems appropriate. WorkProducts are all 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 a/l forms of intellectual property. CONTRACTOR herebyassigns, and agrees to assign, all goodwill, copyright, trademark, patent, trade secretand all other intellectual property rights worldwide in any Work Products originated andprepared by CONTRACTOR under this Contract. CONTRACTOR further agrees toexecute any documents necessary for the CITY to perfect, memorialize, or record theCITY'S ownership of rights 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.


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, shall include a like provision for work to be performed under thisContract to contractually bind or 'otherwise oblige its subcontractors performing workunder this Contract such that the CITY'S 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. INSURANCE

During 'the term of this Contract and without limiting CONTRACTOR'S indemnificationof the CITY, CONTRACTOR shall provide and maintain at its own expense a programof insurance having the coverages and limits customarily 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 shaH conform to CITY requirementsestablished by Charter, ordinance or policy, shall comply with the Insurance ContractualRequirements (Form General 133 in Exhibit 1 hereto) and shall otherwise be in 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 incorporated by reference and made a part of thisContract.

,I7SG-2~., 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-DISCRIMINATION

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 tlrne.. The CONTRACTOR shall comply with the applicable non-discriminationand affirmative action provisions of the laws of the United States of America, the Stateof California, and the CITY. In performing this Contract, CONTRACTOR shall not


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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 requirement or to obtain the complianceof its subcontractors with such obligations shall subject CONTRACTO~' 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 from .time 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 that in hisor her employment practices persons are employed and employees aretreated equally and without regard to or because of race, religion,ancestry, national origin, sex, sexual orientation, age,disability, maritalstatus or medical condition.

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

_ _ _._.._...."__' " _'. 2... ...... . ."

Nothing in this secflon shall.require or prohibit the .establishment.oLnew classifications of employees in any given craft, work or 'servicecategory.

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 all solicitations or advertisements for employeesplaced by or on behalf of CONTRACTOR, state that all qualifiedapplicants will receive consideration for employment without regard' totheir race, religion, ancestry, national origin, sex, sexual orientation,' age.disability, marital status or medical condition.

3.

C. As part of the CITY'S supplier registration process, and/or at the request·of the awarding authority. or the Board of Public Works, Office of ContractCompliance. CONTRACTOR shall certify in 'the specified format that ·heorshe has not discriminated in the performance of CITY contracts againstany employee or applicant for employment on the basis or because of

STANDARD PROVISIONS.FOR CITY CONTRACTS (Rev. 3/09) 9

race, religion, national ongm, 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. The failure of any CONTRACTOR to comply 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 such finding shall be made or penalties assessed exceptupon a full and fair hearing after notice and an opportunity to be heard hasbeen 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, terminated 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 C,ty,of Los Angeles. In the .event of such a

. d~t~rmhiation, CONtRACTOR shall be dlsquallfied from .being awarded acontract 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 CITY shall haveany and all other remedies at law or in equity for any breach hereof.

H. Intentionally blank.

I. Nothing contained in this Contract shall be construed in any manner so asto require or permit any act which is prohibited by law.

J. At the time a supplier registers to do 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.


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K. Equal Employment Practices shall, 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 funcfloninq,.and other on-the-job training for non-apprenticeable 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, shall include a like provision for work to be performed underthis Contract. Failure of CONTRACTOR to comply with this requirementor to obtain the compliance of its subcontractors with all such 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 C,ITY.

PSC-29. AFFIRMATIVE ACTION PROGRAM

Unless otherwise exempt, this Contract is subject to the affirmative action programprovisions in Section 10.8.4 of the Los Angeles Administrative Code, as amended fromtime to time.

A. During the performance of a CITY contract, CONTRACTOR certifies andrepresents that' CONTRACTOR and each subcontractor hereunder willadhere to an affirmativeadioil·program toensure that in ltsernployment"practices, persons are employed and employees are treated equally andwithout regard to or because of race, religion, ancestry, national origin,sex, sexual orientation, age, disability, marital status or medical condition.

1. This provision applies to work or services performed or materialsmanufactured or assembled in the 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 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

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

C. .As part of the CITY'S supplier registration process, and/or 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 applicant for employment on thebasis or because of race, religion, ancestry, national origin, sex, sexualorientation, age, disability, marital status or medical condition.

D. CONTRACTOR shall permit access to and may be required to providecertified copies."of a/l of its records pertaining to employment and to itsemployment practices by the awarding authority or the Office of ContractCompllance.. 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 will complytherewith. "

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 failure shall only be established upon a finding tothat effect-by the awarding authority, on tlie basis of its own investigationor that of the Board of Public Works, Office of Contract Compliance. Nosuch finding shall 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 the"Affirmative Action Programprovisions of a-CITY contract; the contractmay .

. . ..be..Jorthwith. cancelled, ..teimini3ted.or ..suspended, ..Jn whole or ..iJi- -part, bythe awarding authority, and all monies due orto become due hereunder'may be forwarded to and retained by the CITY. In addition thereto, suchbreach may be the basis for a determination by the awarding authority orthe Board of Public Works that the said CONTRACTOR is anirresponsible bidder or proposer pursuant to the provlslons of Section 371of the Los Angeles City Charter. In the event of such determination, suchCONTRACTOR shall 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 provisions hereof.

G. In the event of a finding by the Fair Employment and Housing Commissionof the State of California, or the Board of Public Works of the City of LosAngeles, or any court of competent jurisdiction, that CONTRACTOR hasbeen guilty of a willful violation of the California Fair Employment 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 .

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($10.00) for each person for each calendar day on which such person wasdiscriminated against inviolation of the provisions of a CITY contract.

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

I. Intentionally blank.

J. Nothing contained in CITY contracts shall 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 shall meetthe requirements of this chapter atthe time it submits its bid or proposal orat the time it registers to do business with the CITY. The plan shall besubject to approval by the Office of Contract Compliance prior to award ofthecontract. The awarding authority may also require contractors andsuppliers to take part in a pre-registration, pre-bid, pre-proposal, or pre- .award conference in order to develop, improve or implement a qualifyingAffirmative Action Plan. Affirmative Action Programs developed pursuantto this section shall be effective for a period of twelve months from the

. date of .approval by the Office of Contract Compliance. In case of priorsubmission of a plan, CONTRACTOR may submit documentation that ithas an Affirmative Action Plan approved by the Office of Contract

. Compliance 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,OOO or more which may provide construction,demolition, renovation, conservation or major maintenance of anykind shall in addition comply 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 supply the awardingauthorities of the. CITY with a list of contractors and suppliers 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 shall 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·. 3/09) 13

M. The Affirmative Action Plan required to be submitted hereunder and thepre-registration, pre-bid, pre-proposal or pre-award conference 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 functioning, andother on-the-job training for non-apprenticeable occupations;

2. Classroom preparation for the job when not apprenticeable;

3. Pre-apprenticeship education and preparation;

4. Upgrading training and opportunities;

5. Encouraging the use of contractors, subcontractors and suppliers ofall racial and ethnic groups, provided, however, that any contractsubject to this ordinance shall require the contractor, subcontractoror supplier to provide not less than the prevailing 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 qualified women, minority and all other journeymeninto the industry; and

7. The provision of needed supplies or job conditions to permitpersons withqJsabiliti~s to. Q~ ,erI1plqy~g"C!n9.rnJnil1J.l2;e.lhs_,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-proposal 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. Intentionally blank.


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Q. All 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, including'but 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 andall 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, CONTRACTOR will fully complywith all applicable State and Federal employment reporting requirements forCONTRACTOR'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 Assignmen~applicable to them personally; (2) thatCONTRACTOR will fully comply with all lawfully served Wage and EarningsAssignment Orders and Notices of Assignment in accordance with Section 5230, et seq.of the California Family Code; and (3) that CONTRACTOR will maintain suchcompliance throughout the term of this contract.

Pursuant to Section 10.10(b) of the Los Angeles Administrative Code, the failure ofCONTRACTOR to comply with all applicable reporting requirements or to implement

, lawfully served Wage and Earnings Assignment Orders or Notices of Assignment, or thefailure of any Principal Owner(s) of CONTRACTOR to comply with aAY Wage and

.. - -"" Earnings Assignment Orders or Notices'of Assignment applicable to them personally,".shall constitute a default by the CONTRACTOR under this Contract, subjecting thisContract to termination if such default shall continue for more than ninety (90) days after.notice 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 under this Contract. Failure ofCONTRACTOR to obtain compliance of its subcontractors shall constitute a default byCONTRACTOR under this Contract, subjecting this Contract to termination where such

, default shall 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 theEarnings Assignment Orders of all employees, and. is providing the names of all newemployees to the New Hire Registry maintained by the Employment DevelopmentDepartment as set forth in Section 711O(b)of the California Public Contract Code.

... .:... " ...


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

A. unless otherwise exempt, this Contract is subject to the applicableprovisions of the Living Wage 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 et seq., of the Los AnqelesAdrnlnlstratlve 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 will 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 of the LWO to pledge tocomply with the terms of federal law proscribing retaliation for unionorganizing. 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 obligation of CONTRACTOR tocomply with the provision in the LWO contained in Section10.37.6(c) concerning compliance with such federal law.

, .3. CONTRACTOR, whether an employer, as defined in the LWO, or

any other person employing individuals, shall not discharge, reducein compensation, or otherwise discriminate against any employeefor complaining to the CITY with regard 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 shall post the Notice ofProhibition Against Retaliation provided by the CITY.

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

STANDARD PROVISIONSFOR CITY CONTRACTS {Rev. 3/09} 16

EXHIBIT

( INSURANCEREQUIREM( . S

Name: 10 £?\.bt>eRs . .' Date' Oc.Tog"E-~1,. 2010Agreement/Reference: .~DDL4 13lc~Cc..~ S,l\$1Y ANI? ~N>l~li vPlJCk1l0N PRC<2#PrfVl ..Evidence of coverages checked offbelow which have as a minimum the limits shown must be submitted and approved priorto occupancy/start of-operations. Amounts shown are Combined Single Limits ("CSL"). Split limits may be substituted if·the total per occurrence equals or exceeds the CSL amount

Limits

.x. Workers' Compensatio~ (Statutory Limit)/Employer's Liability

o Waiver of Subrogation in favor of City

$ Looo,ooo .

.X General Liability -,-- ==- ---,._-'- $1,000,000. . . ~ Premises and Operations 0 Collapse &, Underground 1'e~O::cI.U'R.gJCl. IZl Contractual Liability 0, Products/Completed Operations ~.apcp,oOO

. ~ Independent Contractors 0 F]re Legal Liability ---- ~~PsT€:

.~

g]. Hired Automobiles.IK1 Non-owned Automobiles

Automobile Liability (if-vehicle is used for this contract, other than commuting to/from work) $ \,ceo/Coo. PGR.~~~

~ 'Owned Automobiles'

. .Professional Liability (Errors and Omissions) s

. \.'

. Discovery Peribd] 2 MO;NTHS AFTER COMPLETION OF WORK OR FROM DATE OF TERMINATION OFTHE. AGREEMENT/CONTRACT. . .

'. '

.~..'-".-, Property Insurance tocover value'ofbldg'(asdetermined'by city or insurance company) .

o All Risk CoverageD Extended CoverageD Flood, $,- _D.Earthquake $ _

o Boiler and Machineryo Debris Removal' .0'o ------~-----

$,-----

__ Pollution Liability, '

,$-----

D'----------~-------------------------_,_._ .Fidelity Bond ___ SUrety Bond s

$----D

Notes·

Rev. 10103 16 85866

APPENDIXB

MANDATORY CITY CONTRACT REQUIREMENTS, GENERAL CITYRESERVATIONS, AND PROTEST PROCEDURES

This Appendix shall be incorporated in all Requests for Proposals (RFP) issued by theCity of Los Angeles, Department of Transportation (LADOT).

,MANDATORY CITY CONTRACT REQUIREMENTS·

Sections below describe some of the mandatory requirements for contracting with theCity. More detailed information and forms which must be completed by the proposercan be found in the Attachments A thru M, as well as other sections of the RFP.

1. Information on Business Locations and Workforce

An important policy goal of the City is to encourage businesses to locate orremain in the City. To track that goal effectively, the Los Angeles City Councilrequires all City departments to gather various information on contractors whoconduct business with the City (see Los Angeles City Council File No.92-0021).The following information is to be included in each proposal:

a. The,headquarters address of the firm and the total number of employees,regardless of work location;

b. The' percentage of the firm's total work force employed within the City andthe percentage residing within the City; and,

·c.-Theaddress(es)ofahybrahch ()ffice(s)locafecf withinlheCHyand' thetotal number employed in each Los Angeles branch office, the percentageof the work force in each Los Angeles branch office that is employedwithin the City, and the percentage residing within the City.

Los Angeles Resident Information Form is located in Attachment L.

2. Statement of Non-Collusion

With each response, a statement shall be submitted and signed by therespondent under penalty of perjury that:

a. The response is genuine, not a sham or collusive;

b. The response is not made in the interest or on behalf of any person notnamed 'therein;

Department of TransportationMandatory City Contract Requirement & General Reservations6/19/2009

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c. The respondent has not directly or indirectly induced or solicited anyperson to submit a false or sham response or to refrain from responding; and

d. The respondent has not in any manner sought by collusion to' secure anadvantage over any other respondent.

Non-Collusion Affidavit is located in Attachment C.

3. ,Minority Business Enterprise (MBE) and Women Business Enterprise MlBE) andOther Business Enterprise (OBE) Subcontractor Outreach Requirements ' ,

It is the policy of the City of Los Angeles to provide Minority Business Enterprises(MBEs), Women Business Enterprises (WBEs), and all Other BusinessEnterprises (OBEs) an equal opportunity to participate in the performance of Citycontracts greater than $100,000. Proposers shall assist the City in implementing'this policy by taking all reasonable steps to ensure that all available businessenterprises; including MBEs, WBEs and OBEs have an equal opportunity tocompete for and participate in City contracts. A proposer's good faith efforts toreach out to MBEs, WBEs and OBEs shall be determined by the level of effortput into achieving indicators detailed in Attachment A. Failure to meet expectedMBEIWBE participation levels will not by itself be the basis for disqualification ordetermination of noncompliance with this policy. However, failure to includesupporting documentation of a good faith effort and failure to achieve a minimumof 75 out of 100 Good Faith Effort evaluation points will render the proposal non-responsive and will result in its rejection. Good Faith Effort is required even if theproposer has achieved the anticipated MBEIWBE participation levels. Additionalinformation, forms, and instructions are located in Attachment A,.

.' . ~' ..

4. Non-Discrimination. Equal Employment Practices and Affirmative Action Policies

Any respondent awarded a contract pursuant to this RFP must comply with theNondiscrimination Policy, Equal Employment Practices and Affirmative ActionPrograms set forth it:'!Section 10.8 et seq. of the Los Angeles AdministrativeCode. The respondent must sign and submit with the response aNondiscrimination, Equal Employment Practices and Affirmative ActionCertification Declaration, Composition of Total Work,.force Report, or a signedversion of respondent's own affirmative action plan which meets all therequirements of the City's Affirmative Action Plan. If the respondent elects tosubmit its own plan, it must be submitted to the Office ,of Contract Compliance forapproval. Additional information, forms and instructions are located in AttachmentB.

5. Service Contract Worker Retention and Living Wage Ordinances

Department of Transportation 2Mandatory City Contract Requirement & General, Reservations6/19/2009

The Service Contract Worker Retention Ordinance (Los Angeles AdministrativeCode, Section 10.36 et seq.) and the Living Wage Ordinance (Los AngelesAdministrative Code, Section 10.37 et seq.) (collectively, the "Ordinances")provide' that all employerstexcept those specifically exempted) under contractsprimarily for the furnishing of services to or for the City and that involve anexpenditure or receipt in excess of $25,000 and a contract term of at least three(3) months, or certain recipients of city financial assistance, shall comply withprovisions of said.Ordinances. Additional information, forms and instructions arelocated Attachment D.

6. Equal Benefits Ordinance

Unless otherwise exempt, any contract award pursuant to the RFP is subject tothe Equal Benefits Ordinance (Los Angeles Administrative Code Section10.89.2.1 et seq.), which applies to contracts in excess of $5,000.00 and requiresthat contractors provide thesame benefits to domestic partners of employeesthat are provided to spouses or employees. Respondents must complete andreturn with their response, a Certification of Compliance Form and, if appropriate,the Reasonable Measures Certification or the Substantial ComplianceCertification. Additional information, .forms and instructions are located inAttachment H.

7. Insurance and Indemnification

If awarded a contract, the respondent will furnish the City evidence of insuranceCoverage as set forth in Exhibit 1.of the Standard Provisions for City Contracts,which is located in Appendix A. City may require the respondent to have fidelity,surety bond, performance bond, or letter of credit to ensure satisfactory .performance during the term ofco.ntra.ct.....Such.reguirt3l11t3nts§lr(3§I~o.included inthe Exhibit 1 of the afore-mentioned Standard Provisions for City Contracts.Furthermore, the contractor will also be required to indemnify the City inaccordance with the provisions set forth in PSC-20 and 21 of the StandardProvisions for City Contracts.

8. Support Assignment Orders

Respondents are advised that any contract awarded pursuant to this RFP will besubject to the applicable provisions of Los Angeles Administrative CodeSection10.10, Child Support Assignment Orders. A Certification with ChildSupport Obligations must be submitted with a response to this RFP. Additionalinformation, forms and instructions are located in Attachment F.

9. Contractor Responsibility Ordinance

Every Request for Proposal, Request for Bid, Request for Qualifications or otherprocurement process is subject to the provisions of the Contractor Responsibility

. Department of Transportation 3Mandatory City Contract Requirement & General Reservatlons6/19/2009

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Ordinance, Section 10.40 et seq., of Article 14, Chapter 1 of Division 10 of theLos Angeles Administrative Code, unless exempt pursuant to the provisions ofthe Contractor Responsibility Ordinance. This Contractor ResponsibilityOrdinance requires that all respondents complete and return, with their response,the responsibility questionnaire for service contracts. Failure to return thecompleted questionnaire may result in the response being deemednonresponsive. The Contractor Responslbllity Ordinance also requires that if acontract is awarded pursuant to this procurement, that the contractor mustupdate responses to the questionnaire, within thirty calendar days, after anychanges to the responses previously provided if such change would affectcontractor's fitness and ability to continue performing the contract. Pursuant to

. the Contractor Responsibility Ordinance, by executing a contract with the City,the contractor pledges, under penalty of perjury, to comply with all applicablefederal, state and local laws in performance of the contract, including but notlimited to laws regarding health and safety, labor and employment, wage andhours and licensing laws which affect employees. Further, the ContractorResponsibility Ordinance requires each contractor to: (1) notify the awardingauthority within thirty calendar days after receiving notification that anygovernmental agency has initiated an investigation which may result in a findingthat the contractor is not in compliance with Section 10.40.3 (a) of the ContractorResponsibility Ordinance; and (2) notify the awarding authority within thirtycalendar days of all findings by a government agency or court of competentjurisdiction that the contractor has violated Section 10.40.3 (a) of the ContractorResponsibility Ordinance. Detailed information, forms, and instructions are.located in Attachment I.

10.Americans with Disabilities Act- .. . . . ;,.

The City is a covered entity under Title II of the Americans with Disabilities Act,42U.S.C.A. Section 12131 et seq. Respondents awarded a contract through thisRFP must comply with the Americans with Disabilities Act and execute acertification regarding compliance with the Americans with Disabilities Act prior tothe execution of a contract. Additional information, forms and instructions arelocated in Attachment G.

11.Recycled Paper

Proposers shall submit all written documents on paper with a minimum of30percent post-consumer recycled content. Existing Outside Counsel letterhead orstationery that accompanies these documents is exempt from this requirement.Pages should be double-sided. Neon or fluorescent papershall not be used inany written documents submitted.

12.Slavery Disclosure Ordinance

Department of Transportation 4Mandatory City Contract Requirement & General Reservations6/19/2009

Unless otherwise exempt in accordance with the provisions of this Ordinance,this contract is subject to the applicable provisions of the Slavery Ordinance,Section 10.41 of the Los Angeles Administrative Code, as may be amended fromtime to time. Unless a specific exception applies, the Ordinance requiresContractor/Consultant to complete an affidavit certifying thatContractor/Consultant has searched any and all records of its company regardingrecords of participation or investments in, or profits derived from Slavery,including Slaveholder Insurance Policies issued during the Slavery Era and todisclose such records and identify the names of any enslaved persons or .slaveholders described in the records. Failure to fully and accurately completethe affidavit may result in termination of the contract. Additional information,forms, and instructions are located in Attachment K.

13.MuniCipal Lobbying Ordinance

Detailed information, form, and instructions regarding the Los Angeles MunicipalOrdinance are located in Attachment M.

GENERAL CITY RESERVATIONS

1. City reserves the right to verify the information in the response.

2. If a firm knowingly and willfully submits false information or other data, the Cityreserves the right to reject that response. If acontract was awarded as a result offalse statements or other data submitted in response to this RFP, the Cityreserves the right to terminate that contract.

3. Submission of a response to this RFP shall constitute acknowledgment and .acceptance. of the terms and conditionssetforth·· hereln-Responsesand theoffers contained therein shall remain valid for a period of three hundred sixty five(365) days from the date set for receipt of responses. Firms awarded a contractpursuant to this RFP will be required to enter into a written contract with the Cityapproved as to form by the City Attorney. This RFP and response, or any partsthereof, may be incorporated into and made a part of the final contract. The Cityreserves the right to further negotiate the terms and conditions of the contract.The final contract offer of the City may contain additional terms or terms differentfrom those set forth herein.

4. Late responses will not be considered. The City, in its sole discretion, reservesthe right to determine the timeliness of all responses submitted.

5. The City reserves the right to waive any informality in the process when to do sois in the best interest of the City.

6. The City reserves the right to withdraw this RFP at any time without prior noticeand the right to reject any and all Responses. The City makes no representation

Department of Transportation 5Mandatory City Contract Requirement & General Reservations6119/2009

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that any contract will be awarded to any firm responding to this RFP. The Cityreserves the right to extend the deadline for submission. Firms will have the rightto revise their response in the event the deadline is extended.

7. A proposer may withdraw its response prior to the specified due date and time.A written request to withdraw, signed by an authorized representative of theproposer, must be submitted tothe City of Los Angeles, Department ofTransportation at the address specified herein for submittal of proposal. Afterwithdrawing a previously submitted proposal, the proposer may submit anotherproposal at any time prior to the specified submission deadline. '

8. All costs of response preparation shall be borne by the proposer. The City shallnot, in any event, be liable for any pre-contractual expenses incurred by theproposer in the preparation and/or submission of the response.

9. Unnecessarily elaborate or lengthy responses or other presentations beyondthose needed to give sufficient and clear response to all of the RFP requirementsare not desired.

10.The response must set forth accurate and complete information as required inthis RFP. Unclear, incomplete, and/or inaccurate documentation may not beconsidered for contract award.

11. Responses shall be reviewed and rated by the City as submitted. Firms maymake no changes or additions after the deadline for receipt, unless requested byLADOT.

12.A firm will not be recommended for a contract award, regardless of the merits ofthe response submitted, if it has a history of contract noncompliance with the Cityor other funding source or poor past or current performance with the City or otherfunding source. '

13.The City reserves the right to retain all responses submitted and the responsesshall become the property of the City. Any department or agency of the City hasthe right to use any of the ideas presented in the responses submitted inresponse to this RFP. All responses received bythe City will be consideredpublic records subject to disclosure under the Public Records Act. (CaliforniaGovernment Code Section 6250 et seq.) Applicants must identify any materialthey claim is exempt from disclosure under the Public Records Act. In the eventsuch exemption is claimed,theapplicant will be required to state in the responsethat he or she will defend any action brought against the City for its refusal todisclose such material to any party making a request thereof. Failure to includesuch a statement shall constitute a waiver of proposer's right to exemption fromdisclosure.

14. Upon completion of all work under this contract, ownership and title of all reports,documents, plans, drawings, specifications, and estimates produced as part of

Department of Transportation 6Mandatory City 90ntract Requirement & General Reservations6/19/2009

this contract will automatically be vested in the City of Los Angeles, and nofurther agreement will be necessary to transfer ownership to any City agency.Copies made for the contractor's records shall not be furnished to others withoutwritten authorization from the City of Los Angeles, Department of Transportation.

15.Any contract awarded pursuant to this RFP is subject to the ContractorEvaluation Ordinance, Los Angeles Administrative Code Section 10.39, whichrequires awarding authorities to evaluate contractor's performance and retainsuch evaluative information in a data bank for future reference.

16.The contract awarded from this RFP is expected to have a term of three years.

17.The City may award a contract on the basis of proposals submitted, withoutdiscussions, or may negotiate further with those proposers within a competitiverange. Proposals should be submitted on the most favorable terms the proposercan provide.

PROTEST PROCEDURESProtests concerning this RFP process will be accepted by the City of Los Angeles,Department of Transportation (LADOT) based on either the RFP content (terms andconditions as set forth in the RFP or the staff recommendation for contract award. Allprotests regarding this RFP must be filed in writing to the General Manager, City of LosAngeles Department of Transportation at 100 S. Main Street, 10th Floor, Los Angeles,CA 90012. All protests must be sent by certified mail with returned receipt. Certifiedmail must be postmarked no later than the 10th business day of either theadvertisement of the RFP (if protesting the content) or LADOT staff recommendation ofC?~t~~gtaward (if protesting thespE:~ifi~sE:le~tiol1prClcesst All prote:st:ssh.all includethe name, address, and telephone number of the person representing the protestingfirm. All protests must contain a full and complete written statement specifying in detailthe grounds for the protest and the facts supporting the protest. The protest shall alsoclearly state the relief sought. If a protest is filed, LADOT shall issue a written decisionon the protest to the protestor .. Any interested party who plans to submit a proposalmay file a protest based on the content (terms and conditions as set forth in the RFP) ofthe RFP within ten business days after the Request for Proposals is first advertised.LADOT's goal is to respond in writing by certified mail to protestor(s) within 15 calendardays of receipt of the protest. Should LADOT determine that a revision to the RFPprocess is appropriate, LADOT shall either extend the RFP timeline or reissue the RFP.In either case, LADOT shall notify in writing by certified mail all firms in attendance atthe Pre-Proposal Conference of any revisions to the RFP process. LADOT's final writtenreport on the Department's RFP process and staff recommendation of contract awardwill contain an account of all protest(s) filed based on RFP content, and shall alsoinclude the Department's responseis) to the protest(s). LADOT's report shall beforwarded to the Mayor and City Council, and/or the City's Board of TransportationCommissioners (as appropriate), for their consideration.

Department ofTransportation 7Mandatory City Contract Requirement & General Reservations6/19/2009

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A protest based on the specific selection process may be filed with LADOT within tenbusiness days after the staff recommendation for contract award has been madeavailable to the public. LADOT shall notify RFP responders in writing by certified mail ofLADOT staff's recommendation of contract award. Upon receipt of any protests on thespecific selection process, a review of ,theprotest(s) shall be conducted by the StandingProtest Committee. This Committee consists of two members of the City's Board ofTransportation Commissioners and at least two members of LADOT senior,management staff not otherwise involved with the proposal evaluation. A protesthearing will be convened. at a publicly noticed meeting with a specific date, time andlocation. LADOT's goal is to conduct the hearing within 30 calendar days of the protestsubmission deadline. The findings of the Committee will be presented to the City'sBoard of Transportation Commissioners for .conslderatlon at one of its scheduled publicmeetings. For contract awards involving approval by the City Council, any adoptedfindings and/or recommendations of the Board of Transportation Commissioners 'concerning the protest review will be forwarded to the City Council's TransportationCommittee for its consideration.

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Department ofTransportation 8Mandatory City Contract Requirement.& General Reservations6/19/2009