Fraser Communications PH 003520 W4

MASTER AGREEMENT WORK ORDER
Master Agreement Number: PH-003520
Work Order Number: PH-003520-W4
COUNTY OF LOS ANGELES I DEPARTMENT OF PUBLIC HEAL

TH
FOR
NOVEL CORONAVIRUS (COVID-1 9) RESPONSE MEDIA CAMPAIGN
FRASER COMMUNICATIONS
This Master Agreetjent Work Order and Attachments made and entered
into this /311i
day of AiSci 2020 by and between the County of Los Angeles, Department
,
Public Health, hereinafter referred to as County or DPH, and Fraser of

Communications,
hereinafter referred to as Contractor. Contractor is located at 1631 Pontiu
s Avenue, Los
Angeles, California 90025.
RECITALS
WHEREAS, on July 3, 2018, the County of Los Angeles and Fraser

Communications,
entered into Master Agreement Number PH-003520 to provide media
services for the
DPH; and
WHEREAS, Contractor submitted a response to Work Order

Solicitation Number
Media-WOS-18 released by the County on May 27, 2020 for Novel Coron
avirus (Covid
19) Response Media Campaign; and
WHEREAS, Contractor is willing and able to provide the services describ

ed herein, in
consideration of the payments under this Master Agreement Work Order
(MAWO) and
under the terms and conditions herein set forth; and
WHEREAS, the County has received a direct payment from the CARE
S Act Coronavirus
Relief Fund (CRF) which may only be used to cover costs that:
1. Are necessary expenditures incurred due to the public health
emergency with
respect to the COVID-1 9;
2. Were not accounted for in the budget most recently approved as
of March 27,
2020, for the County; and
3. Were incurred during the period that begins on March 1, 2020,
and ends on
December 30, 2020; and
MEDIA MAWO PH-0D3520-W4

Fraser Communications
—1—
WHEREAS, Contractor agrees to provide necessary media servi

ces and communications
quickly and effectively to County residents regarding the COVID
-1 9 pandemic, subject to
the conditions and restrictions required by the CARES Act; and
WHEREAS, all terms of the Master Agreement PH-003520 shall

remain in full force and
effect.
NOW THEREFORE, in consideration of the mutual covenants

contained herein, and for
good and valuable consideration, the parties agree to the follow
ing:
1.0 APPLICABLE DOCUMENTS
Attachments A, B, C, D, E, F, G, H, I, J and K are attached

to and form a part of
this MAWO. In the event of any conflict or inconsistency
in the definition or
interpretation of any work, responsibility, schedule, or the
contents or description
of any task, deliverable, goods, service, or other work, or otherw
ise between the
base Contract (Master Agreement) and the Attachments, or betwee
n Attachments,
such conflict or inconsistency shall be resolved by giving prec
edence first to the
Master Agreement, MAWO, and then to the Attachments accord
ing to the following
priority.
Standard Attachments:
1 .1 Attachment A — Statement of Work

1 .2 Attachment B — Scope of Work
1 .3 Attachment C — Budget
1 .4 Attachment D — Certification of No Conflict of Interest
1 .5 Attachment E — Certification of Employee Status
1 .6 Attachment F — County’s Administration
1 .7 Attachment G — Contractor’s Administration
1 .8 Attachment H Forms Required for Each Work Order Before Work Begins
Unique Attachments:
1 .9 Attachment I — Forms Required at Completion of Each Work Order

Involving Intellectual Property That is
Developed/Designed by Contractor
MEDIA MAWO PH-003520-W4

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2.0 Attachment J — Contractor’s Obligation as Other Than Business Associate

(Inadvertent Access) Under the Health Insurance
Portability and Accountability Act of 1996 (“HIPAA”)
2.1 Attachment K — Federal Provisions
2.0 WORK
Pursuant to the provisions of this MAWO, Contractor shall fully

perform, complete
and deliver on time, all tasks, deliverables, services and other work
as set forth in
Attachment A, Statement of Work, and Attachment B, Scope of
Work. This MAWO
shall constitute the complete and exclusive statement of unders
tanding between
the parties relating to the subject matter of this MAWO.
3.0 TERM OF MASTER AGREEMENT WORK ORDER
The term of this MAWO shall be effective upon execution and

continue in full force
and effect through June 30, 2021, unless sooner terminated or
extended, in whole
or in part, as provided in this MAWO.
4.0 CONTRACT BUDGET
Contractor shall provide media services at the specified rates

in Attachment C,
Budget. Contractor shall not add or replace services or personnel
without the prior
written permission of the County Project Director or designee.
5.0 CONTRACTOR BUDGET AND EXPENDITURES REDUCTION

FLEXIBILITY
In order for County to maintain flexibility with regards to budget
and expenditure
reductions, Contractor agrees that Director may cancel this MAW
O, without cause,
upon the giving of 10 calendar days’ written notice to Contractor.
In the alternative
to cancellation, Director may, at her sole discretion, consistent with
federal, State,
and/or County budget reductions, renegotiate the scope/descrip
tion of work,
maximum obligation, and budget of this MAWO via written
Amendment. To
implement such, an Amendment to the MAWO shall be prepar
ed by the Director
and executed by the Contractor and by the Director pursuant to
Master Agreement,
Paragraph 8.0, Standard Terms and Conditions, sub-paragraph
8.1, Amendments.
6.0 FUNDING SOURCE
Provision of services under this MAWO for Novel Coronavirus

(COVID-19)
Response Media Campaign are 100 percent offset by CARES
Act CRF funds from
date of execution through December 30, 2020 and Net County Cost
for the period
of January 1, 2021 through June 30, 2021.

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7.0 MAXIMUM TOTAL COST AND PAYMENT
7.1 Effective upon execution through June 30, 2021, unless sooner termin
ated
by the County, the Maximum Total Cost that County will pay Contractor
for all
services provided under this MAWO for media services shall not
exceed
$1,000,000, as set forth in Attachment C, Budget, attached hereto
and
incorporated herein.
7.2 County agrees to compensate Contractor in accordance with the

payment
structure set forth in Attachment C, Budget, attached hereto and incorp
orated
herein by reference.
7.3 Contractor shall satisfactorily perform and complete all required

services in
accordance with Attachment A, Statement of Work, and Attachment B,
Scope
of Work, notwithstanding the fact that total payment from County shall
not
exceed the Maximum Total Cost amount. Performance of services
as used
in this Paragraph includes time spent performing any of the service activit
ies
designated in the Attachment(s) including, but not limited to, any time
spent
on the preparation for such activities.
7.4 All invoices submitted by Contractor for payment must be submit

ted for
approval to the County Project Manager, or designee no later
than 30
calendar days after month end.
7.5 Upon expiration or prior termination of this MAWO, Contractor shall

submit to
County Project Manager, within 30 calendar days, any outstanding
and/or
final invoice(s) for processing and payment. Contractor’s failure to submit
any
outstanding and/or final invoices to the County Project Manager within
the
specified period described above shall constitute Contractor’s
waiver to
receive payment for any outstanding and/or final invoices.
7.6 Contractor may request the Director of DPH, or designee, to execute

Change
Notices to the MAWO that authorize modifications to or within
budget
categories within the budget, as reflected in Attachment C, Budge
t, and
corresponding service adjustments, as necessary; changes to hours
of
operation and/or service locations; and/or corrections of errors
in the
MAWO’s terms and conditions.
8.0 INVOICE AND PAYMENTS
Contractor shall invoice the County in arrears only for providing

the tasks,
deliverables, services, and other work specified in this MAWO. Contra
ctor shall
invoice County on a Cost Reimbursement basis.

-4-
Cost Reimbursement
a) Salaries
b) Employee Benefits At a minimum, the benefit package must includ

—
e
FICA, Health Insurance (Basic Health and Dental must be 100%
coveted
by the Contractor/Employer), Unemployment Insurance, Disability
Insurance, and Workers Compensation. Benefits shall include County
observed Holiday days, vacation days, and sick days.
c) Travel Some positions will be required to travel to different locatio

—
ns
throughout the project period as outlined in Attachment A, Statement
of
Work. Budget should include funding for local mileage and parking
and out
of town travel reimbursement. County’s current mileage reimbursemen
t
rate is 54.5 cents per mile.
U) Supplies/Materials
e) Consultant/Contractual
f) Other
g) Indirect Costs
Invoices under this MAWO shall be submitted to the address(es)

set forth in
Attachment F.
9.0 CONFLICT OF INTEREST
9.1 No County employee whose position with the County enables such
employee
to influence the award of this MAWO or any competing Work Order,
and no
spouse or economic dependent of such employee, shall be emplo
yed in any
capacity by the Contractor or have any other direct or indirect financi
al interest
in this Work Order. No officer or employee of the Contractor
who may
financially benefit from the performance of work hereunder shall
in any way
participate in the County’s approval, or ongoing evaluation of such
work, or
in any way attempt to unlawfully influence the County’s approval or
ongoing
evaluation of such work.
9.2 The Contractor shall comply with all conflict of interest laws, ordina
nces, and
regulations now in effect or hereafter to be enacted during the terms
of this
MAWO. The Contractor warrants that it is not now aware of any
facts that
create a conflict of interest. If the Contractor hereafter becomes aware
of any
facts that might reasonably be expected to create a conflict of interes
t, it shall
immediately make full written disclosure of such facts to the County
. Full
written disclosure shall include, but is not limited to, identif
ication of all

-5-
personnel implicated and a complete description of

all relevant
circumstances. Failure to comply with the provisions of this
Paragraph shall
be a material breach of the Master Agreement.
10.0 MANDATORY COMPLETION DATE
Contractor shall provide all deliverables no later than the completion

date identified
in Attachment A, Statement of Work, and Attachment B, Scope
of Work. The
Contractor shall ensure all services have been performed by such
date.
11.0 SERVICES
Contractor will not be paid for any task, deliverable, service, or

other work that is
not specified in this MAWO, and/or that utilizes personnel not
specified in this
MAWO, and/or that exceeds the Maximum Total Cost amoun
t of this MAWO,
and/or that goes beyond the expiration date of this MAWO.
/

-6-
______
_____ ___
___
ALL TERMS OF THE MASTER AGREEMENT SHALL REMAIN IN

FULL FORCE AND
EFFECT. THE TERMS OF THE MASTER AGREEMENT SHALL
GOVERN AND TAKE
PRECEDENCE OVER ANY CONFLICTING TERMS AND/OR COND
ITIONS IN THIS
MAWO. NEITHER THE RATES NOR ANY OTHER SPECIFICATIONS
IN THIS MAWO
ARE VALID OR BINDING IF THEY DO NOT COMPLY WITH
THE TERMS AND
CONDITIONS OF THE MASTER AGREEMENT. REGARDLESS
OF ANY ORAL
PROMISE MADE TO CONTRACTOR BY ANY COUNTY PERSONNEL
WHATSOEVER.
COUNTY OF LOS ANGELES
By:
Barbara Ferrer, Ph.D., M.P.H., M.Ed.
Director
APPROVED AS TO FORM:
BY THE OFFICE OF THE COUNTY COUNSEL
MARY C. WICKHAM
County Counsel
By: FRASER COMMUNISATIONS
Signed
Printed
Title (f—U
APPROVED AS TO CONTRACT
ADMINISTRATION:
Department of Public Health
By PL Al
Patricia Gibson, Chief
Contracts and Grants Division

-7-
ATTACHMENT A
COUNTY OF LOS ANGELES DEPARTMENT OF PUB
-
LIC HEALTH
MEDIA SERVICES FOR NOVEL CORONAVIRUS (CO
VID-19) RESPONSE
STATEMENT OF WORK
CONTRACTOR NAME: Fraser Communications
MASTER AGREEMENT NUMBER: PH-003520
WORK ORDER NUMBER: PH-003520-W4
TERM: Date of Execution June 30, 2021
—
BACKGROUND
The County of Los Angeles (County) Board of Supervisors and
the Department of Public
Health (DPH) have proclaimed a local health emergency in respo
nse to the public health
threat posed by the novel coronavirus. This virus causes the
illness COVID-1 9, which can
cause mild illness for some and be more severe for people with
underlying conditions or
compromised immune systems. The virus can be transmitte
d easily among people in
close contact with each other, thereby benefitting from an effec
tive public health response
that includes communicating quickly and effectively to a dive
rse group of partners and the
public.
STATEMENT OF WORK
To expand its communications and outreach capacity, DPH
requires the Contractor to
perform the following tasks under its direction:
A. Budget Category I Objective 1: Public Relations, Com

—
munity Outreach &
Administration
• Participate in communications planning/strategy activ
ities as directed by
DPH.
• Draft press releases, talking points, and guidance docu
ments as directed
by the DPH project manager
• Assist with earned media strategy and outreach, inclu
ding with ethnic
press.
• Draft Op-Eds for the mainstream and ethnic med
ia.
• Develop and coordinate ongoing communications
with DPH’s and
community, clinical and sector partners, including deve
lopment of
educational and collateral materials and social media asset
s for
dissemination to communities and special populations.
B. Budget Category II Objective 2: Social Media

—
• Create social media messaging, including infograph

ics, video, proactively
advancing key messaging.
• Develop and implement a social media listening
program to monitor and
report on public comments and perceptions on novel coro
navirus, COVID
19, and the County’s response and prevention efforts.
C. Budget Category Ill Objective 3: Video, Radio & Static

—
Ad Production
• Develop a series of :15, :30, :60, and :90 second
videos for social media
and broadcast highlighting key messages, best practices
, and other timely
Page 1 of 2
ATTACHMENT A
COUNTY OF LOS ANGELES DEPARTMENT OF PUBLIC
-
HEALTH
MEDIA SERVICES FOR NOVEL CORONAVIRUS (COVID-19)
RESPONSE
STATEMENT OF WORK
CONTRACTOR NAME: Fraser Communications

MASTER AGREEMENT NUMBER: PH-003520
WORK ORDER NUMBER: PH-003520-W4
—
information in languages including English, Spanish, Chines

e, Korean, and
other languages as deemed necessary by DPH.
• Develop a series of :15 and :30 second radio spots in lang
uages including
English, Spanish, Chinese, Korean, and other language
s as deemed
necessary by DPH.
• Develop static ads for use in out-of-home, digital and place
-based locations
in languages including English, Spanish, Chinese, Korean
, and other
languages as deemed necessary by DPH.
D. Budget Category IV Objective 4: PSA Planning & Implementatio

—
n
• Develop and implement a plan to place free video, radio,
and digital spots
in slots provided by local media outlets.
• Develop and coordinate the distribution of key messages
from DPH through
agencies with public facing ad space, including Metro,
Cal Trans, and
ticketed event venues.
• Develop and implement an outdoor advertising
plan to place free
advertising in English, Spanish, Chinese, and Korean
on billboards,
benches, public transit, and other venues as directed by DPH.
• As appropriate, coordinate paid media campaigns.
All work shall be assigned and approved by DPH in cooper

ation with Countywide
Communications.
Page 2 of 2
ATTACHMENT B
—
COUNTY OF LOS ANGELES DEPARTMENT OF PUBLIC HEALTH
NOVEL CORONAVIRUS fCOVID-19) RESPONSE MEDIA CAMPAIGN
SCOPE OF WORK
—
OBJECTIVES IMPLEMENTATION ACTIVITIES TIMEUNE CONTRACTOR DELIVERABLES

1. Public Relations, Community 1.1 Contractor shall provide an up-to-date Upon MAWO
Outreach and Administration 1.1 Up-to-date contact sheet for all
contact sheet for all media firm staff execution project staff assigned to work
assigned to work under this MAWO under this MAWO to be kept on
including name, title, address, phone file.
number, and email address. Contractor
shall notify DPH in writing within 5
business days of any changes in staff
assignments under this MAWO.
1.2 Assigned Account Lead/Project Manager Weekly 1.2 Meeting agendas, minutes, and
shall oversee the day-to-day project
email correspondence to be kept
deliverables and MAWO. Work closely
on file.
with agency finance staff to ensure timely
delivery of monthly invoices and other
administrative paperwork. The Account
Lead/Project Manager must be available
to lead and participate in weekly
scheduled conference calls and/or
meetings with DPH staff to discuss status
updates including but not limited to:
progress & action items on Scope of Work
deliverables and activities developed by
DPH to reach their targeted audiences,
public relations activities, campaign
development and
production/implementation/
evaluation of Scope of Work activities as
well as Administrative action items.
Contractor shall assign other account
team staff as needed to complete project
deliverables and implementation activities
in a timely matter.
1.3 Contractor shall participate in Upon MAWO 1.3 Provide regular reports on
Page 1 of 5
ATTACHMENT B
—
NOVEL CORONAVIRUS (COVID-19) RESPONSE MEDIA CAMPAIG
N
SCOPE OF WORK
—
—
communications planning/strategy execution June message resonance and
activities to advise on strategies to assure 30, 2021 penetration to determine
effective targeting of intended audiences. strategies. Consultant will work
with DPH to determine the
appropriate metrics and frequency
of reporting.
1.4 Contractor shall plan and implement daily Upon MAWO 1.4 Daily press releases, talking
—
press briefings around key issues execution June points, and related documents will
30, 2021 be submitted to DPI-I and kept on
file.
1.5 Contractor shall support staffing needed to Upon MAWO 1.5 Input media requests into media,
—
respond to ongoing media inquiries and execution June and draft press statements that
manage crisis communications needs 30, 2021 will be submitted to DPH and kept
on file
1.6 Develop and coordinate ongoing Upon MAWO
communications with DPH’s and 1.6 Communication materials will be
—
execution June submitted to DPH and kept on file.
community, clinical and sector partners, 30, 2021
including development of educational and
collateral materials and social media
assets for dissemination to communities
and special populations.
1.7 The contractor shall advise DPH on Upon MAWO

earned media strategy and recommend 1.7 Communication plan provided
—
execution June within two weeks of contract
and develop content (e.g., Op-Eds) for 30, 2021
mainstream media execution
. Weekly updates that provide

proposed messaging, themes,
and proposed pitches for the
upcoming week
Communication materials will be

Page 2 of 5
ATTACHMENT B
—
NOVEL CORONAVIRUS (COVID-1 9) RESPONSE MEDIA CAMPAIGN
SCOPE OF WORK
—
submitted to DPH and kept on file.

1.8 The contractor shall plan and implement Upon MAWO 1.8 Report highlighting partners
—
efforts to assure that communication execution June elevation of messaging and
products are aligned with community- 30, 2021 engagement
based organizations and community
media messaging
2 Social Media 2.1 Contractor shall write and develop content Upon MAWO 2.1 Website content, images and
—
(e.g., including infographics, video,) for execution June graphics will be kept on file.
the already-existing DPH or COVID-1 9 30, 2021
website web pages; develop new content
as needed. Website content will support
already existing website:
www. pubHchealth. lacounty.gov/.
Contractor shall edit outdated content as
needed and purchase stock images as
needed for website use.
2.2 Contractor shall write and develop social Upon MAWO 2.2 Social media content will be kept
media content (e.g., including —
execution June on file; source files and raw
infographics, video) as it relates to 30, 2021 footage will be sent to DPH
COVID-19 topics as well as any urgent or
breaking news topics/issues for DPH to
promote on DPH social media channels.
2.3 Contractor shall purchase stock images Upon MAWO 2.3 Stock images will be sent to DPH
—
for website and/or social media content execution June for use.
that relay a positive and culturally 30, 2021
appropriate image.
2.4 Contractor shall develop and implement a Upon MAWO 2.4 Monthly summaries of comments
social media listening program to monitor —
execution June
and report on public comments and and perceptions among residents,
30, 2021 including key subpopulations
perceptions on novel coronavirus,
COVID-19, and the County’s response based on race/ethnicity,
‘
and prevention efforts. language, age, geography and
SES.
Page 3 of 5
ATTACHMENT B
—
NOVEL CORONAVIRUS (COVID-19) RESPONSE MEDIA CAMPAIGN
SCOPE OF WORK
—
3 Video, Radio, and Static Ad 3.1 Contractor shall work with DPH to develop Upon MAWO 3.1 Meeting agendas, meeting notes,
Production
—
the story, storyboards, scripts, and themes execution June storyboards, script sand other
for the video(s), identify shot list based on 30, 2021 development materials will be
script/content. Contractor shall draft kept on file.
talking points and scripts for participant
interviews and voiceovers where
applicable.
3.2 Contractor shall work with DPH to record Upon MAWO 3.2 Planning notes will be kept on file;
videos; identify spokespeople and —
execution June raw footage will be sent to DPH
community partners to participate in the 30, 2021
videos.
3.3 Contractor shall identify, design, and Upon MAWO 3.3 Assets will be approved by
produce the necessary graphic, —
execution June DPH/OH and kept on file.
interactivity and sound elements for the 30, 2021
video(s); purchase sounds, music, images
for video assets.
3.4 Contractor shall meet current standards of Upon MAWO 3.4 Produced videos will be sent to
high-definition video production. —
execution June DPH and kept on file. Original
30, 2021 source files will be sent to DPH.
3.5 Contractor shall work with DPH to develop Upon MAWO 3.5 Videos and radio broadcast will be
and create a series of social media videos —
execution June kept on file and if requested,
and radios which will include, but not 30, 2021 provided to DPH.
limited to:
• :15, :30, :60, and :90 second
animated, graphical or live-action
videos that highlights key messages,
best practices, and other timely
information in languages including
English, Spanish, Chinese, Korean,
and American Sign Language
• :15 and :30 second radio spots in
.
Page 4 of 5
ATTACHMENT B
—
NOVEL CORONAVIRUS fCOVID-19) RESPONSE MEDIA CAMPAIGN
SCOPE OF WORK
—
languages including English, Spanish,

Chinese, Korean, and other
languages as deemed necessary by
DPH
. Develop static ads for use in out-of-
home, digital and place-based
locations in languages including
English, Spanish, Chinese, Korean,
and other languages as deemed
necessary by DPH.
4. Other Communication Needs 4.1 Contractor may be asked to complete Upon MAWO 4.1 Communication materials will be
as Required
—
other communications duties as assigned, execution June submitted to DPH and kept on file.
including multiple forms of outreach and 30, 2021
engagement on various platforms,
coordination of messaging, development
and printing of collateral and other tasks
as needed.

Fraser Communications Page 5 of 5
ATTACHMENT C
COUNTY OF LOS ANGELES DEPARTMENT OF PUBLIC

—
HEALTH
MEDIA SERVICES FOR NOVEL CORONAVIRUS (COVID-19)
RESPONSE
FRASER COMMUNICATIONS
Term: Date of Execution through June 30, 2021
BUDGET SUMMARY
DESCRIPTION
AMOUNT
A. Budget Category I Objective 1 Public Relations, Community Outrea
-
ch &
Administration
$ 460,000
B. Budget Category II - Objective 2: Social Media
$ 220,000
C. Budget Category III - Objective 3: Video, Radio & Static Ad Production
$ 260,000
D. Budget Category IV Objective 4: PSA Planning & Implementation
-
$ 60,000
MAXIMUM TOTAL COST

s 1,000,000

ATTACHMENT D

CERTIFICATION OF NO CONFLICT OF INTEREST

(Note: This certification is to be executed and returned to County with Contractors executed Work
begin on the Work Order until County receives this executed document.) Order. Work cannot
f CONTRACTOR NAME FRASER COMMUNICATIONS

Work Order Number: PH-003520 Master Agreement Number: PH-003520-W4
Los Angeles County Code Section 2.180.O1O.A provides as follows:
“Certain contracts prohibited.

A. NoWithstanding any other section of this code, the county shall not contract with, and
shall reject any bid or
proposal submitted by, the persons or entities specified below, unless the board of
supervisors finds that
special circumstances exist which justil’ the approval of such contract:
I Employees of the county or of public agencies for which the board of supervisors
is the
governing body;
2. Profit-making firms or businesses in which employees described in subdivision
1 of subsection A
serve as officers, principals, partners, or major shareholders;
3. Persons who, within the immediately preceding 12 months, came within the
provisions of
subdivision 1 of subsection A, and who:
a. Were employed in positions of substantial responsibility in the area of service
to be
performed by the contract; or
b. Participated in any way in developing the contract or its service specifications
; and
4. Profit-making firms or businesses in which the former employees, described in subdiv
ision 3 of
subsection A, serve as officers, principals, partners, or major shareholders.”
Contractor hereby declares and certifies that no Contractor Personnel, nor any other
person acting on
Contractor’s behalf, who prepared and/or participated in the preparation of the bid or propos
al submitted
for the Work Order specified above, is within the purview of County Code Section 2.180.
O1O.A, above.
I declare un alty of ry that the foregoing is true and correct.
Si ture of Authorize& fflcial
Printed Name of Authorized Official
CEO
Title of Authorized Official
Date

ATTACHMENT E
NOVEL CORONAVIRUS (COVID-19) RESPONSE MEDIA

CAMPAIGN
CERTIFICATION OF EMPLOYEE STATUS

(Note: This certification is to be executed and returned to County with Contra
ctors executed Work Order. Work cannot
begin on the Work Order until County receives this executed docum
ent.)
CONTRACTOR NAME: FRASER COMMUNICATIONS
Work Order No. PH-003520 County Master Agreement No. PH-003529-W4
I, THAT: (1) I am an Authorized Official of Contractor;

(2) the individual(s) named below is(are) this organization’s employee(s);
(3) applicable state and
federal income tax, FICA, unemployment insurance premiums, and
workers’ compensation
insurance premiums, in the correct amounts required by state and federal
law, will be withheld as
appropriate, and paid by Contractor for the individual(s) named below
for the entire time period
covered by the attached Work Order.
EMPLOYEES
1 E IJ
4tt; —rt .
2.
3.
4. FhiC1 ivk
I declare un y of rjury that the foregoing is true and correct.
q -
<::_L::::’
n re of Authorize Official
Printed Name of Authorized Official
Title of Authorized Official
Date
rf

ATTACHMENT F

CAMPAIGN
COUNTY’S ADMINISTRATION
MASTER AGREEMENT WORK ORDER NUMBER: PH-003520-W

4
COUNTY WORK ORDER DIRECTOR:

Name: Natalie Jimenez
Title: Departmental Public Affairs Manager
Division: Executive Office
Address: 313 N. Figueroa Street Room 807
Los Angeles, California 90012
Telephone: (213) 288-8046
Email: njimenezph.lacounty.gov
COUNTY PROJECT MANAGER:

Name: Carl Kemp
Title: Chief Communications Officer
Division: Office of Communications & Public Affairs
Telephone: (213) 288-8740
Email: CKernpph.lacounty.gov
INVOICES SHALL BE SUBMITTED TO:
Name: Louise Garcia

Title: Senior Secretary II
Division: Office of Communications & Public Affairs
Telephone: (213) 288-8144
Email: logarciaph.lacounty.gov

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ATTACHMENT H

CAMPAIGN
FORMS REQUIRED FOR EACH WORK ORDER BEFORE WORK
BEGINS
Hi CONTRACTOR ACKNOWLEDGEMENT AND CONFIDENT

IALITY
AGREEMENT
H2 CONTRACTOR EMPLOYEE ACKNOWLEDGEMENT AND
CONFIDENTIALITY AGREEMENT
H3 CONTRACTOR NON-EMPLOYEE ACKNOWLEDGEMENT

AND
CONFIDENTIALITY AGREEMENT

ATTACHMENT HI
CONTRACTOR ACKNOWLEDGEMENT AND CONFIDE
NTIALITY AGREEMENT
(Note: This certification is to be executed and returned to County
with Contractor’s executed Work Order.
Work cannot begin on the Work Order until County receives this
executed document.)
Contractor Name: FRASER COMMUNICATIONS
Work Order No. PH-003520-W4 County Master Agreement No. PH-003520
GENERAL INFORMATION:
The Contractor referenced above has entered into a Master Agreement with
the County of Los Angeles to provide certain service
to the County. The County requires the Corporation to sign this Contra s
ctor Acknowledgement, Confidentiality, and Copyr
Assignment Agreement. ight
CONTRACTOR ACKNOWLEDGEMENT:
Contractor understands and agrees that the Contractor employees, consul
tants, Outsourced Vendors and independent contrac
(Contractor’s Staff) that will provide services in the above referenced tors
agreement are Contractor’s sole responsibility. Contra
understands and agrees that Contractor’s Staff must rely exclusively upon ctor
Contractor for payment of salary and any and all
benefits payable by virtue of Contractor’s Staffs performance of work under other
the above-referenced Master Agreement.
Contractor understands and agrees that Contractor’s Staff are not emplo
whatsoever and that Contractor’s Staff do not have and will not acquire yees of the County of Los Angeles for any purpose
Los Angeles by virtue of my performance of work under the above-referenany rights or benefits of any kind from the County of
agrees that Contractor’s Staff will not acquire any rights or benefits ced Master Agreement. Contractor understands
from the County of Los Angeles pursuant to any and
between any person or entity and the County of Los Angeles. agreement
CONFIDENTIALITY AGREEMENT:
Contractor and Contractor’s Staff may be involved with work pertaining
to services provided by the County of Los Angeles
so, Contractor and Contractor’s Staff may have access to confidential
data and information pertaining to persons andlor and, if
receiving services from the County. In addition, Contractor and Contra entities
ctor’s
supplied by other vendors doing business with the County of Los Angele Staff may also have access to proprietary information
s. The County has a legal obligation to protect
confidential data and information in its possession, especially data and all such
information concerning health, criminal, and welfare
records. Contractor and Contractor’s Staff understand that if they recipient
are
Contractor and Contractor’s Staff, will protect the confidentiality ot such involved in County work, the County must ensure that
data and information. Consequently, Contractor must
this Confidentiality Agreement as a condition of work to be provided sign
by Contractors Staff for the County.
Contractor and Contractor’s Staff hereby agrees that they
will not divulge to any unauthorized perso
information obtained while performing work pursuant to the above- n any data or
referenced Master Agreement between Contra
the County of Los Angeles. Contractor and Contractor’s Staff ctor and
agree to forward all requests for the release of
information received to County’s Project Manager. any data or
Contractor and Contractor’s Staff agree to keep confidential
all health, criminal, and welfare recipient records and all
information pertaining to persons and/or entities receiving service
s from the County, design concepts, algorithms, data and
formats, documentation, Contractor proprietary information and
all other original materials produced, created, or programs,
Contractor and Contractor’s Staff under the above-referenced
Master Agreement. Contractor and Contractor’s provided to
protect these confidential materials against disclosure to other Staff agree to
than Contractor or County employees who have
information. Contractor and Contractor’s Staff agree that if proprie a need to know the
tary information supplied by other County vendor
me during this employment, Contractor and Contractor’s Staff shall s is provided to
keep such information confidential.
Contractor and Contractor’s Staff agree to report any and all violati
ons
by any other person of whom Contractor and Contractor’s Staff becom of this MAWO by Contractor and Contractor’s Staff and/or
e aware.
Contractor and Contractor’s S a dge that vØftion of this MAWO may subject Contra
and/or criminal action and ounty of Lo&Ai’les may seek all possible legal redress ctor and Contractor’s Staff to civil
.
SIGNATURE:
DATE:
c’/
7 /
PRINTED NAME: ‘2C i-L( -
POSITION:

ATTACHMENT H2
CONTRACTOR EMPLOYEE ACKNOWLEDGEMENT AND CONF
IDENTIALITY AGREEMENT
(Note: This certification is to be executed and returned to County with

Contractors executed Work Order.
Work cannot begin on the Work Order until County receives this execut
ed document.)
Contractor Name: FRASER COMMUNICATIONS
Employee Name: 9\C4iL S1c’{
Work Order No. PH-003520-W4 County Master Agreement No. PH-003520
GENERAL INFORMATION:
Your employer referenced above has entered into a Master Agreement
with the County of Los Angeles to
provide certain services to the County. The County requires your signatu
re on this Contractor Employee
Acknowledgement and Confidentiality Agreement.
EMPLOYEE ACKNOWLEDGEMENT:
I understand and agree that the Contractor referenced above is my sole emplo
yer for purposes of the above-
referenced Master Agreement. I understand and agree that I must rely
exclusively upon my employer for
payment of salary and any and all other benefits payable to me or on my behalf
by virtue of my performance
of work under the above-referenced Master Agreement.
I understand and agree that I am not an employee of the County of Los Angele
s for any purpose whatsoever
and that I do not have and will not acquire any rights or benefits of any kind from
the County of Los Angeles
by virtue of my performance of work under the above-referenced Master Agreem
ent. I understand and agree
that I do not have and will not acquire any rights or benefits from the County
of Los Angeles pursuant to any
agreement between any person or entity and the County of Los Angele
s.
I understand and agree that I may be required to undergo a background and
security investigation(s). I
understand and agree that my continued performance of work under the above-
referenced Master Agreement
is contingent upon my passing, to the satisfaction of the County, any and all such
investigations. I understand
and agree that my failure to pass, to the satisfaction of the County, any such
investigation shall result in my
immediate release from performance under this and/or any future Master
Agreement.
CONFIDENTIALITY AGREEMENT:
I may be involved with work pertaining to services provided by the County of
Los Angeles and, if so, I may
have access to confidential data and information pertaining to persons and/or entitie
s receiving services from
the County. In addition, I may also have access to proprietary information supplie
d by other vendors doing
business with the County of Los Angeles. The County has a legal obligation
to protect all such confidential
data and information in its possession, especially data and information concer
ning health, criminal, and
welfare recipient records. I understand that if I am involved in County work,
the County must ensure that I,
too, will protect the confidentiality of such data and information. Consequently, I
understand that I must sign
this agreement as a condition of my work to be provided by my employer for the
County. I have read this
agreement and have taken due time to consider it prior to signing.
I hereby agree that I will not divulge to any unauthorized person any data or
information obtained while
performing work pursuant to the above-referenced Master Agreement betwee
n my employer and the County
of Los Angeles. I agree to forward all requests for the release of any data or
information received by me to
my immediate supervisor.
I agree to keep confidential all health, criminal, and welfare recipient records and
all data and information
pertaining to persons and/or entities receiving services from the County,
design concepts, algorithms,
Page 1 of 2
ATTACHMENT H2
CONTRACTOR EMPLOYEE ACKNOWLEDGEMENT AND CONFIDENT
IALITY AGREEMENT
programs, formats, documentation, Contractor proprietary information
and all other original materials
produced, created, or provided to or by me under the above-referenced Master
Agreement. I agree to protect
these confidential materials against disclosure to other than my employer or County
employees who have a
need to know the information. I agree that if proprietary information supplie
d by other County vendors is
provided to me during this employment, I shall keep such information confid
ential.
I agree to report to my immediate supervisor any and all violations of this agreem
ent by myself and/or by any
other person of whom I become aware. I agree to return all confidential materi
als to my immediate supervisor
upon completion of this Master Agreement or termination of my employment
with my employer, whichever
occurs first.
COPYRIGHT ASSIGNMENT AGREEMENT
I agree that all materials, documents, software programs and documentatio

n, written designs, plans,
diagrams, reports, software development tools and aids, diagnostic aids,
computer processable media,
source codes, obect codes, conversion aids, training documentation and aids,
and other information and/or
tools of all types, developed or acquired by me in whole or in part pursuant to
the above referenced Master
Agreement, and all works based thereon, incorporated therein, or derived
there from shall be the sole
property of the County. In this connection, I hereby assign and transfer to the
County in perpetuity for all
purposes all my right, title, and interest in and to all such items, including, but
not limited to, all unrestricted
and exclusive copyrights, patent rights, trade secret rights, and all renewa
ls and extensions thereof.
Whenever requested by the County, I agree to promptly execute and
deliver to County all papers,
instruments, and other documents requested by the County, and to
promptly perform all other acts
requested by the County to carry out the terms of this agreement, including,
but not limited to, executing an
assignment and transfer of copyright in a form substantially similar to Exhibi
t Hi, attached hereto and
incorporated herein by reference.
The County shall have the right to register all copyrights in the name of the
County of Los Angeles and shall
have the tight to assign, license, or otherwise transfer any and all of the County
’s right, title, and interest,
including, but not limited to, copyrights, in and to the items described above.
I acknowledge that violation of thJs-agrment may subject me to civil and/or crimin

al action and that the
County of Los Angeles may 3Ji_pssibIe legal r tess.
SIGNATURE:
DATE: / 7/
PRINTED NAME: (J)
POSITION:
Page 2 of 2
Fraser communications
ATTACHMENT I
NOVEL CORONAVIRUS (COVID-19) RESPONSE MEDIA CAMP

AIGN
THESE FORMS ARE REQUIRED AT THE COMPLETION OF

EACH WORK
ORDER WHEN THE WORK ORDER INVOLVED INTELLECTUAL
PROPERTY
DEVELOPED/DESIGNED BY CONTRACTOR. THE INTELLECTUAL
PROPERTY DEVELOPED!DESIGNED BECOMES PROPERTY OF THE
COUNTY AFTER CREATION OR AT THE END OF THE MASTER
AGREEMENT
TERM.
Ii INDIVIDUAL’S ASSIGNMENT AND TRANSFER OF COPYRIGHT
12 CONTRACTOR’S ASSIGNMENT AND TRANSFER OF COPYRIGHT
MEDiA MAWO PH-003520-W4

__
ATTACHMENT Ii
INDIVIDUAL’S ASSIGNMENT AND TRANSFER OF COPYRIGHT
For good and valuale consideration, receipt of which is hereby acknowledged

, the
undersigned, v’.-u--- an individual (“Grantor”), does
,
hereby assign, grant, convey and transfer to the County of Los Angeles,
California
(“Grantee”) and its successors and assigns throughout the world in perpetu
ity, all of
Grantor’s right, title and interest of every kind and nature in and to all
materials,
documents, software programs and documentation, written designs, plans, diagram
s,
reports, software development tools and aids, diagnostic aids, computer proces
sable
media, source codes, object codes, conversion aids, training documentation and
aids, and
other information and/or tools of all types (including, without limitation, those
items listed
on Schedule A, attached hereto and incorporated herein by reference) develo
ped or
acquired, in whole or in part, under the Agreement described below, including,
but not
limited to, all right, title and interest in and to all copyrights and works protect
able by
copyright and all renewals and extensions thereof (collectively, the “Works”),
and in and
to all copyrights and right, title and interest of every kind or nature, without limitat
ion, in
and to all works based thereon, incorporated in, derived from, incorporating, or related
to,
the Works or from which the Works are derived.
Without limiting the generality of the foregoing, the aforesaid conveyance and
assignment
shall include, but is not limited to, all prior choices-in-action, at law, in equity and
otherwise,
the right to recover all damages and other sums, and the right to other relief allowe
d or
awarded at law, in equity, by statute or otherwise.
and Grantee have entered into County of

Los Angeles Agreement Number 11 br tyJ icn
dated 7/J} as amended by Amendment Number dated
/
{NOTE to Preparer: reference all existing Amendments) as the same hereafter may be amended or
otherwise modified from time to time (the “Agreement”).
Date1 /
Grantor’s Printed Name: ‘L
Grantor’s Printed Position:

ATTACHMENT 12
CONTRACTOR’S ASSIGNMENT AND TRANSFER OF COPYRIGHT
Forood and valuable consideration, receipt of which is hereby acknowledged,

the undersigned,
-c(--{_ C a ci Xt-rv , (“Grantor”) does hereby
assign, grant, convey and transfer to the County of 1os Angeles, California
(“Grantee”) and its
successors and assigns throughout the world in perpetuity, all of Grantor’s right,
title and interest of
every kind and nature in and to all materials, documents, software programs
and documentation,
written designs, plans, diagrams, reports, software development tools and aids,
diagnostic aids,
computer processable media, source codes, object codes, conversion aids, trainin
g aids, training
documentation and aids, and other information and/or tools of all types (including,
without limitation,
those items listed on Schedule A, attached hereto and incorporated herein by referen
ce) developed
or acquired, in whole or in part, under the Agreement described below, including,
but not limited to,
all right, title and interest in and to all copyrights and works protectable by copyright
and all renewals
and extensions thereof (collectively, the “Works”), and in and to all copyrights
and right, title and
interest of every kind or nature, without limitation, in and to all works based thereon
, incorporated in,
derived from, incorporating or relating to, the Works or from which the Works are
derived.
Without limiting the generality of the foregoing, the aforesaid conveyance
and assignment shall
include, but is not limited to, all prior choices-in-action, at law, in equity and otherw
ise, the right to
recover all damages and other sums, and the right to other relief allowed or awarde
d at law, in equity,
by statute or otherwise.
Grantor and Grantee have entered into County of Los Angeles Agreement Numb
er j-1 Oc) DO
for tu
dated S 7 amended by Amendme\Number , dated
/ (
(NOTE to Preparer: reference all existing AmendmentsI as è,same hereafter may be amend
ed or otherwise
modified from time to time Ltheqreem t”).
Grantors Signke
/7
Date
Grantor’s Printed Name:
Grantor’s Printed Position:

ATTACHMENTJ
CONTRACTOR’S OBLIGATION AS OTHER THAN BUSINESS ASSOCIATE
(INADVERTENT ACCESS) UNDER HEALTH INSURANCE PORTABILITY
AND ACCOUNTABILITY ACT (HIPAA) OF 1996
Contractor expressly acknowledges and agrees that the provision of services under
this Agreement does not require or permit access by Contractor or any of its officers,
employees, or agents, to any patient medical records. Accordingly, Contractor shall instruc
t
its officers, employees, and agents that they are not to pursue or gain access to patient
medical records for any reason whatsoever.
Notwithstanding the foregoing, the parties acknowledge that, in the course of

the
provision of services hereunder, Contractor or its officers, employees, or agents may have
inadvertent access to patient medical records. Contractor understands and agrees that
neither it nor its officers, employees, and agents are to take advantage of such access for
any purpose whatsoever.
Additionally, in the event of such inadvertent access, Contractor and its officers,
employees and agents, shall maintain the confidentiality of any information obtained
and
shall notify the applicable DPH Program Director that such access has been gained
immediately, or upon the first reasonable opportunity to do so. In the event of any access
,
whether inadvertent or intentional, Contractor shall indemnify, defend, and hold harmle
ss
County, its officers, employees, and agents from and against any and all liability, includi
ng
but not limited to actions, claims, costs, demands, expenses, and fees (including attorney
and expert witness fees) arising from or connected with Contractor’s or its officer
s’,
employees’, or agents’, access to patient medical records. Contractor agrees to provid
e
appropriate training to its employees regarding their obligations as described hereinabove.

ATTACHMENT K

FEDERAL PROVISIONS
DEFINITIONS
A. Government means the United States of America and any executive
department or agency thereof.
B. FEMA means the Federal Emergency Management Agency.
C. Third Party Subcontract means a subcontract at any tier entered
into by
Contractor or subcontractor, financed in whole or in part with Federal
assistance
originally derived from the Federal Emergency Management Agency.
FEDERAL CHANGES
A. Contractor shall at all times comply with all applicable regulations, policie
s,
procedures, and FEMA Directives as they may be amended or promulgated
from time to time during the term of this Agreement, including but not limited
to
those requirements of 2 CFR 200.317 through 200.326 and more fully
set forth
in Appendix II to Part 200—Contract Provisions for non—Federal Entity
Contracts Under Federal Awards, which is included herein by reference.
Contractor’s failure to so comply shall constitute a material breach of this
contract.
B. The Contractor agrees to include the above clause in each third party
subcontract financed in whole or in part with Federal assistance provid
ed by
FEMA. It is further agreed that the clause shall not be modified, except
to
identify the subcontractor who will be subject to its provisions.
III. ACCESS TO RECORDS

A. The Contractor agrees to provide the County, FEMA, the Comptroller
General of
the United States or any their authorized representatives access to any
books,
documents, papers, and records of the Contractor which are directly pertine
nt to
this Agreement for the purposes of making audits, examinations, excerp
ts, and
transcriptions.
B. The Contractor agrees to permit any of the foregoing parties to reproduce
by
any means whatsoever or to copy excerpts and transcriptions as reason
ably
needed.
C. The Contractor agrees to maintain all books, records, accounts, and reports
required under this Agreement for a period of not less than three years after
the
later of: (a) the date of termination or expiration of this Agreement or (b)
the date
County makes final payment under this Agreement, except in the event of
litigation or settlement of claims arising from the performance of this Agreem
ent,
in which case, Contractor agrees to maintain same until the County, FEMA
, the
ATTACHMENT K
Comptroller General, or any of their duly authorized representatives,

have
disposed of all such litigation, appeals, claims, or exceptions related
thereto .
IV. DEBARMENT AND SUSPENSION
A. This contract is a covered transaction for purposes of 2 C.F.R. pt.
180 and 2
C.F.R. pt. 3000. As such the contractor is required to verify that none
of the
contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliat
es (defined
at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. 180.940)
disqualified (defined at2 C.F.R. § 180.935).
§ or
B. Contractor represents and warrants that it is not debarred, suspended,

or
otherwise excluded from or ineligible for participation in Federal assista
nce
programs under Executive Order 12549, “Debarment and Suspension”
or on
the USEPA’s List of Violating Facilities. Contractor agrees that neither
Contractor nor any of its third party subcontractors shall enter into
any third
party subcontracts for any of the work under this Agreement with third
a party
subcontractor who is debarred, suspended, or otherwise excluded from
or
ineligible for participation in Federal assistance programs under execut
ive Order
12549 or on the USEPA’s List of Violating Facilities. Gov. Code 4477.
§
C. The contractor must comply with 2 C.F.R. pt. 180, subpart C and
2 C.F.R. pt.
3000, subpart C and must include a requirement to comply with these
regulations in any lower tier covered transaction it enters into. Contra
ctor
agrees to the provisions of Attachment 1, Certification Regarding Debarm
ent,
Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered
—
Transactions, attached hereto and incorporated herein. For purpos

es of this
Agreement and Attachment 1, Contractor is the “prospective lower tier
participant.”
0. The Contractor agrees to include paragraphs A and B above in each
third party
ed by
FEMA. It is further agreed that the paragraphs shall not be modified,
except to
E. This certification is a material representation of fact relied upon by County
. If it is
later determined that the contractor did not comply with 2 C.F.R. pt.
180,
subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies
available to
the State of California, the County, and the Federal Government may
pursue
available remedies, including but not limited to suspension and/or debarm
ent.
F. The bidder or proposer agrees to comply with the requirements of 2
C.F.R. pt.
180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid
and
throughout the period of any contract that may arise from this offer. The
bidder
or proposer further agrees to include a provision requiring such compli
ance in its
lower tier covered transactions.”
V. NO FEDERAL GOVERNMENT OBLIGATIONS TO CONTRACTOR

A. The County and Contractor acknowledge and agree that, notwithstand
ing any
concurrence by the Federal Government in or approval of the solicita
tion or
ATTACHMENT K
award of the underlying contract, absent the express written consent

by the
Government, the Government is not a party to this contract and shall
not be
subject to any obligations or liabilities to the County, Contractor, or any
other
party (whether or not a party to that contract) pertaining to any matter
resulting
from the underlying contract.
B. The Contractor agrees to include the above clause in each third party
ed by
FEMA. It is further agreed that the clause shall not be modified, except
to
VI. EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE (applicable to

all
construction contracts awarded meeting the definition of “federally assiste
d
construction contract” under 41 CFR 61-1.3)
Contractor agrees to comply with Executive Order 11246 of September
24, 1965,
entitled “Equal Employment Opportunity,” as amended by Executive
Order 11375
of October 13, 1967, and as supplemented in Department of Labor
regulations (41
CFR Part 60). 41 CFR 60.14 is hereby incorporated by reference.
A. Contractors and subcontractors shall not unlawfully discriminate,

harass, or
allow harassment against any employee or applicant for employment
because
of sex, race, color, ancestry, religious creed, national origin, sexual
orientation,
physical disability (including HIV and AIDS), mental disability, medica
l condition
(cancer), age (over 40), marital status, and denial of family care leave.
B. Contractors, and subcontractors shall ensure that the evaluation and
treatment
of their employees and applicants for employment are free from such
discrimination and harassment.
C. Contractors and subcontractors shall comply with the provisions of
the Fair
Employment and Housing Act (Gov. Code, 12990 (a-f) et seq.) and
§
applicable regulations promulgated thereunder (California Code of
the
Regulations,
Title 2, Section 7285 et seq.). The applicable regulations of the Fair
Employment and Housing Commission implementing Government
Code
Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the
California
Code of Regulations, are incorporated into this Agreement by referen
ce and
made a part hereof as if set forth in full.
D. Contractors, and subcontractors shall give written notice of their obligat
ions
under this clause to labor organizations with which they have a collect
ive
bargaining or other Agreement.
VII. ANTI-KICKBACK ACT COMPLIANCE (applicable to all contracts and

subgrants
for construction or repair; 44 CFR §1 3.36(i)(4))
Contractor agrees to comply with the Copeland “Anti-Kickback” Act (18
U.S.C. 874)
as supplemented in Department of Labor regulations (29 CFR Part 3).

ATTACHMENT K
VIII. DAVIS-BACON ACT COMPLIANCE (applicable to construction contrac

ts in
excess of $2,000 awarded by grantees and subgrantees when required
by Federal
grant program legislation;)
To the extent required by any Federal grant programs applicable to expect
ed
funding or reimbursement of County’s expenses incurred in connection
with the
services provided under this Agreement, Contractor agrees to compl
y with the
Davis-Bacon Act (40 U.S.C. 276a to 276a—7) as supplemented by Depart
ment of
Labor regulations (29 CFR Part 5) as set forth below. These require
ments are in
addition to the requirements set forth in Section 19(b) of the Agreement.
A. The Contractor shall be bound to the provisions of the Davis-Bacon

Act, and
agrees to be bound by all the provisions of Labor Code section 1771
regarding
prevailing wages. All labor on this project shall be paid neither less
than the
greater of the minimum wage rates established by the U.S. Secretary
of Labor
(Federal Wage Rates), or by the State of California Director of Depart
ment of
Industrial Relations (State Wage Rates). Current DIR requirements
may be
found at http://www.dir.ca.gov/Icp.asp.
B. The general prevailing wage rates may be accessed at the Department
of Labor
Home Page at www.wdol.gov. Under the Davis Bacon heading, click
on
“Selecting DBA WDs.” In the drop-down menu for State, select, “Califo
rnia.” In
the drop-down menu for County, select “Sonoma.” In the drop-down
menu for
Construction Type, make the appropriate selection. Then, click Search
.
IX. CONTRACT WORK HOURS AND SAFETY STANDARDS (applicable
to all
contracts in excess of $100,000 that involve the employment of mechanics
or
laborers, but not to purchases of supplies or materials or articles ordina
rily available
on the open market, or contracts for transportation or transmission of intellig
ence)
A. Compliance: Contractor agrees that it shall comply with Sections 103
and 107
of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327—
330) as
supplemented by Department of Labor regulations (29 CFR Part 5), which
are
incorporated herein.
B. Overtime: No contractor or subcontractor contracting for any part of
the work
under this Agreement which may require or involve the employment of
laborers
or mechanics shall require or permit any such laborer or mechanic in
any
workweek in which he or she is employed on such work to work in excess
of
forty hours in such workweek unless such laborer or mechanic receives
compensation at a rate not less than one and one-half times the basic
rate of
pay for all hours worked in excess of forty hours in such workweek.
C. Violation; liability for unpaid wages; liquidated damages: In the
event of
any violation of the provisions of Paragraph B, the Contractor and any
subcontractor responsible therefore shall be liable to any affected employ
ee for
his unpaid wages. In additions, such Contractor and subcontractor shall
be
liable to the United States for liquidated damages. Such liquidated damag
es
shall be computed with respect to each individual laborer or mechanic
employed
ATTACHMENT K
in violation of the provisions of paragraph B in the sum of $10 for

each calendar
day on which such employee was required or permitted to be emplo
yed on such
work in excess of eight hours or in excess of his standard workw
eek of forty
hours without payment of the overtime wages required by paragr
aph B.
D. Withholding for unpaid wages and liquidated damages
: The County shall
upon its own action or upon written request of an authorized represe
ntative of
the Department of Labor withhold or cause to be withheld, from
any moneys
payable on account of work performed by the contractor or subcon
tractor under
any such contract or any other Federal contract with the same prime
contractor,
or any other federally-assisted contract subject to the Contract
Work Hours and
Safety Standards Act, which is held by the same prime contractor,
such sums
as may be determined to be necessary to satisfy any liabilities of
such
contractor or subcontractor for unpaid wages and liquidated dam
ages as
provided in the clause set for in paragraph C of this section.
E. Subcontracts: The contractor or subcontractor shall insert in
any subcontracts
the clauses set forth in paragraphs A through D of this section
and also a clause
requiring the subcontractors to include these clauses in any lower
tier
subcontracts. The prime contractor shall be responsible for compl
iance by any
subcontractor or lower tier subcontractor with the clauses set
forth in
paragraphs A through D of this section.
X. NOTICE OF REPORTING REQUIREMENTS

A. Contractor acknowledges that it has read and understands the
reporting
requirements of FEMA in Part Ill of Chapter 11 of the United State
s Department
of Justice’s Office of Justice Programs Financial Guide, and agre
es to comply
with any such applicable requirements.
B. The Contractor agrees to include the above clause in each third
party
subcontract financed in whole or in part with Federal assistance
provided by
FEMA. It is further agreed that the clause shall not be modified,
except to
Xl. NOTICE OF REQUIREMENTS PERTAINING TO COPYRIGHTS

A. Contractor agrees that FEMA shall have a royalty-free, nonexc
lusive, and
irrevocable license to reproduce, publish or otherwise use, and
to authorize
others to use, for government purposes:
1) The copyright in any work developed with the assistance
of funds
provided under this Agreement;
2) Any rights of copyright to which Contractor purchases owners
hip with
the assistance of funds provided under this Agreement.
B. The Contractor agrees to include paragraph A above in each
third party
provided by
except to

ATTACHMENT K
XII. PATENT RIGHTS (applicable to contracts for experimental, researc

h, or
development projects financed by FEMA; 44 CFR §13.36(i)(8))
A. General. If any invention, improvement, or discovery is concei
ved or first
actually reduced to practice in the course of or under this Agreem
ent, and that
invention, improvement, or discovery is patentable under the
laws of the United
States of America or any foreign country, the County and Contractor
agree to
take actions necessary to provide immediate notice and a detaile
d report to
FEMA.
B. Unless the Government later makes a contrary determination
in writing,
irrespective of Contractor’s status (a large business, small busine
ss, state
government or state instrumentality, local government, nonpro
fit organization,
institution of higher education, individual), the County and Contra
ctor agree to
take the necessary actions to provide, through FEMA, those rights
in that
invention due the Federal Government as described in U.S.
Department of
Commerce regulations, “Rights to Inventions Made by Nonprofit
Organizations
and Small Business Firms Under Government Grants, Contracts
and
Cooperative Agreements,” 37 CFR, Part 401.
C. The Contractor agrees to include paragraphs A and B above
in each third party
subcontract for experimental, developmental, or research work
financed in
whole or in part with Federal assistance provided by FEMA.
XIII. ENERGY CONSERVATION REQUIREMENTS

A. The Contractor agrees to comply with mandatory standards and
policies relating
to energy efficiency which ate contained in the state energy conser
vation plan
issued in compliance with the Energy Policy and Conservation
Act (42 USC
6201).
B. The Contractor agrees to include paragraph A above in each
third party
provided by
except to
XIV. CLEAN AIR AND WATER REQUIREMENTS (applicable to all

contracts and
subcontracts in excess $100,000, including indefinite quantities
where the amount
is expected to exceed $100,000 in any year)
A. Contractor agrees to comply with all applicable standards, orders
or regulations
issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and
the Federal
Water Pollution Control Act as amended (33 U.S.C. 1251-1387),
and will report
violations to FEMA and the Regional Office of the Environmenta
l Protection
Agency (EPA).
B. Contractor agrees to report each violation of these requirements
to the County
and understands and agrees that the County will, in turn, report
each violation
as required to assure notification to FEMA and the appropriate
EPA regional
office.
• MEDIA MAWO PH-003520-W4

Fraser Communications Page 6 0112
ATTACHMENT K
C. The Contractor agrees to include paragraph A and B above in each

third party
subcontract exceeding $100,000 financed in whole or in part with
Federal
assistance provided by FEMA.
XV. TERMINATION FOR CONVENIENCE OF COUNTY (applicable

to all contracts in
excess of $10,000)
See Termination for Convenience provision in underlying Agreement.
XVI. TERMINATION FOR DEFAULT (applicable to all contracts in exce

ss of $10,000)
Contractor’s failure to perform or observe any term, covenant or
condition of this
Agreement shall constitute an event of default under this Agreement.
See
Termination for Default provision in underlying Agreement.
XVII. CHANGES.
Any changes or modifications will be by written mutual agreement

of the parties.
XVIII. LOBBYING (Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352
§ (as amended).)
A. Contractor shall not use or pay any funds received under this Agreem
ent to
influence or attempt to influence an officer or employee of an agency
, a Member
of Congress, an officer or employee of Congress, or an employee
of a Member
of Congress in connection with the awarding of any Federal contract,
the
making of any Federal contract, the making of any Federal grant,
the making of
any Federal loan, the entering into of any cooperative agreement,
and the
extension, continuation, renewal, amendment, or modification of
any Federal
contract, grant, loan, or cooperative agreement.
B. Contractor agrees to the provisions of Attachment 2, Certification
Regarding
Lobbying, attached hereto and incorporated herein (applicable for
contracts or
subcontracts in excess of $100,000).
C. Contractor agrees to include paragraphs A and B above in each
third party
ed by
except to
XIX. MBE I WEE REQUIREMENTS

The County intends to seek reimbursement of its costs incurred in connec
tion with
this project from FEMA. Accordingly, the CONTRACTOR shall make
every effort to
procure Minority and Women’s Business Enterprises (“DBEs”) throug
h the “Good
Faith Effort” process as required in 2 CFR 200.321. Failure to perform
the “Good
Faith Effort” process and submit the forms listed below with the bid
shall be cause
for a bid to be rejected as non-responsive and/or be considered as
a material
breach of the contract.
MEDIA MAWO PH-003520W4

ATTACHMENT K
PRIME CONTRACTOR RESPONSIBILITIES

All recipients of this grant funding, as well as their prime contractors and
subcontractors, must take all affirmative steps to assure that minority firms,
women’s business enterprises, and labor surplus area firms are used when
possible make every effort to solicit bids from eligible DBEs. This inform
ation must
be documented and reported.
“GOOD FAITH” EFFORT PROCESS

Any public or private entity receiving federal funds must demonstrate that
efforts
were made to attract MBE/WBEs. The process to attract MBEIWBEs is
referred to
as the “Good Faith” effort. This effort requires the recipient, prime contrac
tor and
any subcontractors to take the steps listed below to assure that MBE/WBEs
are
used whenever possible as sources of supplies, construction, equipment,
or
services, If a CONTRACTOR fails to take the steps outlined below shall
cause the
bid to be rejected as non-responsive and/or be deemed a material breach
of the
contract.
A. Place qualified small and minority businesses and women’s business

enterprises on solicitation lists;
B. Assure that small and minority businesses, and women’s business enterpr
ises
are solicited whenever they are potential sources;
C. Divide total requirements, when economically feasible, into smaller tasks
or
quantities to permit maximum participation by small and minority busine
ss, and
women’s business enterprises;
D. Establish delivery schedules, where the requirement permits, which
encourage
participation by small and minority business, and women’s business
enterprises;
and
E. Use the services and assistance of the Small Business Administration,
and the
Minority Business Development Agency of the Department of Commerce.
F. If subcontracts are to be let, Contractor shall take the affirmative steps
listed in 2
CFR 200.321.
XX. PROCUREMENT OF RECOVERED MATERIALS (2 CFR 200.322)

Contractor shall comply with Section 6002 of the Solid Waste Disposal
Act, as
amended by the Resource Conservation and Recovery Act. The require
ments of
Section 6002 include procuring only items designated in guidelines of the
Environmental Protection Agency (EPA) at 40 CFR part 247 that contain
the
highest percentage of recovered materials practicable, consistent with
maintaining a satisfactory level of competition, where the purchase price
of the
item exceeds $10,000 or the value of the quantity acquired during the
preceding
fiscal year exceeded $10,000; procuring solid waste management service
s in a
manner that maximizes energy and resource recovery; and establishing
an

ATTACHMENT K
affirmative procurement program for procurement of recovered materi

als
identified in the EPA guidelines.
XXI. INCORPORATION OF UNIFORM ADMINISTRATIVE REQUIREM
ENTS
The preceding provisions include, in part, certain standard terms and
conditions
required by FEMA, whether or not expressly set forth in the preceding
contract
provisions. All contractual provisions required by FEMA are hereby incorp
orated by
reference. Anything to the contrary herein notwithstanding, all FEMA
mandated
terms shall be deemed to control in the event of a conflict with other provis
ions
contained in this Agreement. Contractor shall not perform any act, fail to
perform
any act, or refuse to comply with any County requests that would cause County
to
be in violation of the FEMA terms and conditions.
XXII. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS

OR
RELATED ACTS.
The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative
Remedies
for False Claims and Statements) applies to the contractor’s actions
pertaining to
this contract.
XXIII. DPH SEAL, LOGO, AND FLAGS.
The contractor shall not use the DHS seal(s), logos, crests, or reproduction
s of
flags or likenesses of DHS agency officials without specific FEMA pre-ap
proval.

ATTACHMENT K
ATTACHMENT I
CERTIFICATION REGARDING DE
BARMENT, SUSPENSIO
VOLUNTARY EXCLUSION LO N,
- WER TIER COVERED INELIGIBILITy AND
(Lower Tier refers to the agency TRANSACTIONS
or contractor receiving
subcontractors that the agency or Federal funds, as well
contractor enters into con as
tract with using those any
funds)
As required by Executive Order 12549,
CFR Part 17, County may not enter Debarment and Suspensi
on, as defined at
into contract with any ent 44
suspended, proposed for debarment ity that is debarred,
, declared ineligible, or
Federal Government from participat voluntarily excluded
ing in transactions involv by the
Contractor is requited to sign the cer ing Federal funds.
tification below which
Contractor nor its principals are pre specifies that neither
sently debarred, suspen
debarment, declared ineligible, or ded, proposed for
voluntarily excluded by the
certifies that Contractor will not use Federal agency. It als
, directly or indirectly, any o
award contracts to, engage the servic of these funds to employ,
es of, or fund any contra
suspended, or ineligible under 44 ctor that is debarred,
CFR Part 17.
Instruction for Certification

1. By signing and submitting this pro
posal, the prospective low
providing the certification set out er tier participant is
below.
2. The certification in this clause is a
material representation
reliance was placed when this transa of fact upon which
ction was entered into,
that the prospective lower tier partici If it is later determined
pant knowingly rendered
certification, in addition to other rem an
edies available to the Fed erroneous
department or agency with which eral Government the
this transaction originated
remedies, including suspension and may pursue available
/or debarment.
3. The prospective lower tier participan
t shall provide immediate
person to whom this proposal is sub written notice to the
mitted if at any time the
participant learns that its certificat prospective lower tier
ion was erroneous when
erroneous by reason of changed submitted or had bec
circumstances. ome
4. The terms covered transaction, deb
arred, suspended, ineligible,
transaction, participant, person, pri lower tier covered
mary covered transaction,
voluntarily excluded, as used in thi principal, proposal, and
s clause, have the meaning
Definition and Coverage sections set out in the
of rules implementing Ex
may contact the person to which thi ecutive Order 12549.
s proposal is submitted for You
obtaining a copy of those regulatio ass ista nce in
ns.
5. The prospective lower tier participan
t agrees by submitting this
should the proposed covered transa agreement that,
ction be entered into, it
into any lower tier coveted transactio shall not knowingly
n with a person who is enter
under 48 CFR Part 9, subpart 9.4, deb proposed for debarment
arred, suspended, declar
ed ineligible, or

Ftaser Communications
Page 10 0112
ATTACHMENT K
voluntarily excluded from participation in this cov

eted transaction, unless authoriz
by the department or agency with which this tran ed
saction originated.
6. The prospective lower tier participant further agr
ees by submitting this proposal
it will include this clause titled “Certification Reg that
arding Debarment, Suspension,
Ineligibility and Voluntary Exclusion-Lower Tie
r Coveted Transaction,” without
modification, in all lower tier covered transac
tions and in all solicitations for low
covered transactions. er tier
7. A participant in a coveted transaction may rely
upon a certification of a prospectiv
participant in a lower tier covered transaction that e
it is not proposed for debarment
under 48 CFR part 9, subpart 9.4, debarred, sus
pended, ineligible, or voluntarily
excluded from covered transactions, unless it
knows that the certification is
erroneous. A participant may decide the method
and frequency by which it
determines the eligibility of its principals. Each
participant may, but is not require
check the List of Parties Excluded from Federal d to,
Procurement and Nonprocureme
Programs. nt
8. Nothing contained in the foregoing shall be con
strued to require establishment of
system of records in order to render in good fait a
h the certification required by this
clause. The knowledge and information of a par
ticipant is not required to exceed
which is normally possessed by a prudent per that
son in the ordinary course of bus
dealings. ines s
9. Except for transactions authorized under paragraph
5 of these instructions, if a
participant in a covered transaction knowingly
enters into a lower tier covered
transaction with a person who is proposed for
debarment under 48 CFR part 9,
subpart 9.4, suspended, debarred, ineligible, or
voluntarily excluded from
participation in this transaction originated may
pursue available remedies, including
suspension and/or debarment.
Certification Regarding Debarment, Suspension

, Ineligibility and Voluntary
Exclusion Lower Tier Covered Transactions
—
1. The prospective lower tier participant certifies, by

submission of its proposal, that
neither it nor its principals is presently debarre
d, suspended, proposed for
debarment, declared ineligible, or voluntarily exc
luded from participation in this
transaction by any Federal department or age
ncy.
2. Where the prospective lower tier participant is
unable to certify to any of the
statements in this certification, such prospective
participant shall attach an
explanation to this proposal.
Date / /
ATTACHMENT K
ATTACHMENT 2
CERTIFICATION REGARDING LOBBYING

Certification for Contracts, Grants, Loans, and Cooperative Agreem
ents
The undersigned certifies, to the best of his or her knowledge and belief,
that:
1. No Federal appropriated funds have been paid or will be paid, by or
on behalf of the
undersigned, to any person for influencing or attempting to influence
an officer or
employee of an agency, a Member of Congress, an officer or employee
of Congress,
or an employee of a Member of Congress in connection with the awardi
ng of any
Federal contract, the making of any Federal grant, the making of any
Federal loan,
the entering into of any cooperative agreement, and the extension,
continuation,
renewal, amendment, or modification of any Federal contract, grant,
loan, or
cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or
will be paid to
any person for influencing or attempting to influence an officer or emplo
yee of any
agency, a Member of Congress, an officer or employee of Congress,
or an
employee of a Member of Congress in connection with this Federal
contract, grant,
loan, or cooperative agreement, the undersigned shall complete and
submit
Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accord
ance with its
instructions.
3. The undersigned shall require that the language of this certification
be included in
the award documents for all subawards at all tiers (including subcon
tracts,
subgrants, and contracts under grants, loan, and cooperative agreem
ents) and that
all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance

was placed
when this transaction was made or entered into. Submission of this certific
ation is a
prerequisite for making or entering into this transaction imposed by section
1352, title
31, U.S. Code. Any person who fails to file the required certification shall
be subject to a
civil penalty of not less than $10,000 and not more than $100,000 for
each such failure.
r Signature Date

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MASTER AGREEMENT WORK ORDER

Master Agreement Number: PH-003520

Work Order Number: PH-003520-W4

COUNTY OF LOS ANGELES I DEPARTMENT OF PUBLIC HEAL

Public Health, hereinafter referred to as County or DPH, and Fraser of

WHEREAS, on July 3, 2018, the County of Los Angeles and Fraser

WHEREAS, Contractor submitted a response to Work Order

WHEREAS, Contractor is willing and able to provide the services describ

MEDIA MAWO PH-0D3520-W4

WHEREAS, Contractor agrees to provide necessary media servi

WHEREAS, all terms of the Master Agreement PH-003520 shall

NOW THEREFORE, in consideration of the mutual covenants

Attachments A, B, C, D, E, F, G, H, I, J and K are attached

1 .1 Attachment A — Statement of Work

1 .4 Attachment D — Certification of No Conflict of Interest

1 .5 Attachment E — Certification of Employee Status

1 .6 Attachment F — County’s Administration

1 .7 Attachment G — Contractor’s Administration

1 .9 Attachment I — Forms Required at Completion of Each Work Order

MEDIA MAWO PH-003520-W4

2.0 Attachment J — Contractor’s Obligation as Other Than Business Associate

2.1 Attachment K — Federal Provisions

Pursuant to the provisions of this MAWO, Contractor shall fully

3.0 TERM OF MASTER AGREEMENT WORK ORDER

The term of this MAWO shall be effective upon execution and

4.0 CONTRACT BUDGET

Contractor shall provide media services at the specified rates

5.0 CONTRACTOR BUDGET AND EXPENDITURES REDUCTION

Provision of services under this MAWO for Novel Coronavirus

MEDIA MAWO PH-003520-W4

7.0 MAXIMUM TOTAL COST AND PAYMENT

7.2 County agrees to compensate Contractor in accordance with the

7.3 Contractor shall satisfactorily perform and complete all required

7.4 All invoices submitted by Contractor for payment must be submit

7.5 Upon expiration or prior termination of this MAWO, Contractor shall

7.6 Contractor may request the Director of DPH, or designee, to execute

8.0 INVOICE AND PAYMENTS

Contractor shall invoice the County in arrears only for providing

MEDIA MAWO PH-003520-W4

b) Employee Benefits At a minimum, the benefit package must includ

c) Travel Some positions will be required to travel to different locatio

Invoices under this MAWO shall be submitted to the address(es)

9.0 CONFLICT OF INTEREST

MEDIA MAWO PH-003520-W4

personnel implicated and a complete description of

10.0 MANDATORY COMPLETION DATE

Contractor shall provide all deliverables no later than the completion

Contractor will not be paid for any task, deliverable, service, or

MEDIA MAWO PH-003520-W4

MASTER AGREEMENT WORK ORDER

ALL TERMS OF THE MASTER AGREEMENT SHALL REMAIN IN

By: FRASER COMMUNISATIONS

Department of Public Health

MEDIA MAWO PH-003520-W4

A. Budget Category I Objective 1: Public Relations, Com

B. Budget Category II Objective 2: Social Media

• Create social media messaging, including infograph

C. Budget Category Ill Objective 3: Video, Radio & Static

CONTRACTOR NAME: Fraser Communications

information in languages including English, Spanish, Chines

D. Budget Category IV Objective 4: PSA Planning & Implementatio

All work shall be assigned and approved by DPH in cooper

OBJECTIVES IMPLEMENTATION ACTIVITIES TIMEUNE CONTRACTOR DELIVERABLES

1.7 The contractor shall advise DPH on Upon MAWO