Fraser Communications and Mercury Public Affairs Contracts

COUNTY OF LOS ANGELES
OFFICE OF THE COUNTY COUNSEL

648 KENNETH HAHN HALL OF ADMINISTRATION
500 WEST TEMPLE STREET
LOS ANGELES, CALIFORNIA 90012-2713 TELEPHONE
(213) 972-5720
FACSIMILE
MARY C. WICKHAM
County Counsel (213) 626-7446
TDD
(213) 633-0901
May 27, 2020
VIA EMAIL
William "Bill" Melugin

Reporter
FOX 11 Los Angeles
William.Melugin@foxtv.com
Re: California Public Records Act Request - County Contracts

with Mercury and Hamilton
Dear Mr. Melugin:
This is in response to your California Public Records Act request,

submitted to County of Los Angeles Chief Executive Office on April 28, 2020,
seeking the following records:
"Wanted to circle back to these PR contracts. Can you tell me if

they have been extended past April? I believe both Fraser and
Mercury were 30 day terms. If either or both of the contracts have
been renewed, can you please provide those to me?"
After undertaking a search and review of records, the County of

Los Angeles ("County") has determined there are responsive records and
confirmed that additional agreements were executed as the emergency has
progressed. These records reflect the County's commitment to act swiftly and
mobilize the resources needed to communicate in multiple languages and reach as
many of its 10 million residents as possible, including those in higher-risk groups.
Given the deadly and pervasive nature of this public health emergency, providing
timely and accurate information is essential and with the help of communications
firms, the County has been able to reach millions of people through multilingual
briefings, advertising, newsletters, websites, social media platforms, and Public
Service Announcements.
HOA.102882472.4
May 27, 2020
Page 2
While we have determined that there are disclosable records, certain

records contain information exempt from disclosure due to the following specific
exemptions:
1. Records containing personal and/or private information of

individuals.
Some responsive records contain personal and private information of

individuals. This information is protected by the constitutional right of privacy,
including statutory and common law privileges. Responsive records containing
personal and private information are, therefore, exempt from disclosure and were
redacted. (Cal. Const., art. I, § 1; City of San Jose v. Superior Court (1999) 74
Cal.App.4th 1008.)
2. Records where the facts of the particular case dictate that the
public interest served by not disclosing the record clearly outweighs the
public interest served by disclosure of the record.
Government Code section 6255(a) allows an agency to withhold a record

where the public interest served by withholding the record clearly outweighs the
public interest in disclosure. The County declines to produce information about
the involved because, as set forth below, pursuant to Government Code section
6255, the public interest in nondisclosure clearly outweighs the public interest in
disclosure.
The responsive documents are attached and reflect the following:
COVID-19 Emergency Communications Support

Mercury Public Affairs Purchase Order $ 200,000
Mercury Public Affairs Purchase Order Amendment $ 147,000
(The PO reflects the original
$200,000 amount and the $147,000
amendment for a total of $347,000)
Mercury Public Affairs Agreement $ 850,000
Fraser Communications Purchase Order $ 200,000
Fraser Communications Work Order $ 500,000
HOA.102882472.4
May 27, 2020
Page 3
If you have any questions, please contact me, Nicole Davis Tinkham, at
(213) 972-5720.
Very truly yours,
MARY C. WICKHAM
County Counsel
By
Senior Assistant County Counsel
Executive Office
APPROVED AND RELEASED:
LAWRENCE L. HAFETZ
Chief Deputy
NDT:vn
Attachments
c: Kirk Shelton, Manager, Contracts and Procurement

Chief Executive Office
HOA.102882472.4
PR-2020-240-1
PRICE SHEET PURCHASE ORDER
ORDER NO: DPO-FS-20005029-1
VENDOR NO: 185948 Page
VENDOR: MERCURY PUBLIC AFFAIRS LLC 2 2
LINE
NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM UNIT PRICE EXTENDED AMOUNT
UNIT - 27008
OBJECT - 2082
DEPT - FS
FILLER LINE: [Total: 3] [Last: 3] [Fill: 63]
PR-2020-240-2
STANDARD TERMS & CONDITIONS PURCHASE ORDER


FEDERAL TAX EXEMPTION CERTIFICATE
The undersigned hereby certifies that he is a deputy purchasing agent of the county of Los Angeles. A political subdivision of the
State of California, that he is authorized to execute this certificate and that the article or articles indicated in this purchase order are
for exclusive use of the county of Los Angeles, a political subdivision of the State of California.
It is understood that the exemption from tax in the case of sales of articles under this exemption certificate to the states or political
subdivisions thereof, is limited to the sale of articles purchased for their exclusive use and it is agreed that if articles purchased tax
free under this exemption certificate are used otherwise or are sold to employees or others, such fact must be reported by me to the
vendor or the article or articles covered by this certificate. It is also understood that the fraudulent use of this certificate to secure
exemption will subject the undersigned and all guilty parties to a fine of not more than $10,000 or to imprisonment for not more
than five years, or both, together with cost of prosecution.
County purchasing Agent
By
This certificate is applicable only when signed by an authorized person.
TERMS AND CONDITION OF PURCHASE
1. CONDITIONS OF PURCHASE: This order shall be in accordance with these terms and conditions and any attachments here to.
No other conditions or modifications of these terms and conditions will be effective unless specifically agreed to in writing by the
county of Los Angeles ("County") Purchasing Agent. Failure of County to object to provisions contained in any acknowledgment,
document or other communications from vendor shall not be construed as a waiver of these terms and conditions or an acceptance
of any such provision.
2. DELIVERY: Delivery shall be as stated herein. When using common carriers, County reserves the right to designate the
transportation carrier. Failure on the part of Vendor to adhere to shipping terms specified hereon or contained in a written
agreement for this purchase may, at county's discretion, result in additional handling costs being deducted from Vendor's invoice.
Cost of inspection on deliveries or offers for delivery which do not meet specifications will be for the account of Vendor. Unless
otherwise set forth herein, all items shall be suitably packed and marked. Purchase Order number must be on all shipping
documents and containers.
3. INVOICES: Invoices shall include the Purchase Order number, which is located in the upper right hand corner of the Purchase
Order. Invoices must state that they cover, as the case may be, complete or partial delivery, and must show units and unit prices.
Invoices will not be paid unless and until the requirements have been fully met. When price shown is delivered price, all
transportation and delivery charges must be prepaid in full to destination.
4. PRICE/SALES TAX: Unless otherwise specified herein, the prices herein do not include sales or use tax. No charges for
transportation, containers, packing, unloading, etc. shall be allowed unless specified herein.
5. PAYMENT TERMS: Unless other wise specified herein, payment terms are net 30 days from the date County receives a correct
and proper invoice. In no event shall County be liable for any late charges. Cash discount periods shall be computed either from the
date of delivery and County's acceptance or the date of County's receipt of correct and proper invoices, whichever date is later,
prepared in accordance with the terms herein.
6. WARRANTIES: Vendor shall, at no cost to County, promptly correct any and all defects in the items/services provided
hereunder. Vendor shall also reimburse County for any costs incurred as a result of defect(s). The term of this warranty shall be as
set forth in the Purchase Order, or if no term is shown, ninety (90) days from the date of County's acceptance of the item/service.
Vendor warrants that items may be shipped, sold and used in a customary manner without violation of any law, ordinance, rule or
regulation of any government or administrative body.
PR-2020-240-3

7. CANCELLATION: Unless otherwise specified herein. County may cancel all or part of this Purchase Order and or Contract at
no cost and for any reason by giving written notice to vendor at least thirty (30) calendar days prior to scheduled delivery. A
cancellation change not exceeding one percent (1%) of the value of the cancelled portion of the Purchase Order and/or Contract
may be charged to The County on any cancellation with less than thirty (30) calendar days prior written notice.
8. HAZARDOUS MATERIALS: Vendor warrants that it complies with all federal, state and local laws, rules, ordinances and
regulations concerning hazardous materials and toxic substances.
9. COVENANT AGAINST GRATUITIES: Vendor warrants that no gratuities (in the form of entertainment, gifts, or otherwise)
were offered or given by vendor, or any agent or representative of Vendor, to any officer or employee of County with a view
toward securing this Purchase Order or favorable treatment with respect to any determination concerning the performance of this
Purchase Order. In the event of breach of this warranty, County shall be entitled to pursue the same remedies including, but not
limited to, termination, against Vendor as it could pursue in the event of Vendor's default.
10.0 CONFLICT OF INTEREST: 10.1 No County employee whose position with county enables such employee to influence the
award of the Purchase Order or any competing agreement, and no spouse or economic dependent of such employee, shall be
employed in any capacity by Vendor, or have any other direct or indirect financial interest in this Purchase Order, No officer or
employee of Vendor, who may financially benefit from the award of this Purchase Order shall in any way participate in County's
approval or ongoing evaluation of this purchase.
10.2 Vendor shall comply with all conflict of interest laws, ordinances and regulations now in effect or hereafter to be enacted
during the term of this Purchase Order. Vendor warrants that it is not aware of any facts, which create a conflict of interest. If
Vendor hereafter becomes aware of any facts, which might reasonably be expected to create a conflict of interest, it shall
immediately make full written disclosure of such facts to county. Full written disclosure shall include, but is not limited to,
identification of all persons implicated and a complete description of all relevant circumstances.
11. GOVERNING LAW AND VENUE: This Purchase Order shall be governed by and construed in accordance with the laws of
the state of California. Vendor agrees and consents to the exclusive jurisdiction of the courts of the state of California for all
purposes regarding this Purchase order, and further agrees and consents that venue of any action hereunder shall be exclusively in
the County of Los Angeles, California.
12. INDEMNIFICATION: Vendor shall indemnify, defend and hold harmless County, its agents, officers and employees from and
against any and all liability, expense, including defense costs and legal fees, and claims for damages of any nature whatsoever
arising from or connected with Vendor's operations, goods and/or commodities or services provided hereunder. This indemnity
shall include, but not be limited to, claims for or by reason of any actual or alleged infringement of any United States patent or
copyright or any actual or alleged trade secret disclosure.
13. DEFAULT: The County may, by written notice to the Vendor, terminate the Purchase Order, if, in the judgment of the County:
a. Vendor has materially breached the Purchase Order; or
b. Vendor fails to timely provide and/or satisfactorily perform any task, deliverable, service. or other work required under
the Purchase Order or fails to demonstrate a high probability of timely fulfillment of performance requirements, or of any
obligations of the Purchase Order and in either case, fails to demonstrate convincing progress toward a cure within ten (10) working
days, (or such longer period as the county may authorize in writing) after receipt of written notice from the County specifying such
failure.
In the event that the County terminates the Purchase Order, the County may procure, upon such terms and in such manner as the
County may deem appropriate, goods and services similar to those so terminated. The Vendor shall be liable to the County for any
and all excess costs incurred by the County, as determined by the County, for such similar goods and services.
The rights and remedies of the County shall not be exclusive and are in addition to any other rights and remedies provided by law or
under this Purchase Order.
PR-2020-240-4

14. INVALIDITY, REMEDIES NOT EXCLUSIVE: If any provision of this Purchase Order or the application thereof to any
person or circumstance is held invalid, the remainder of this Purchase Order and the application of such provisions to other persons
or circumstances shall not be affected thereby. The rights and remedies provided herein shall not be exclusive and are in addition to
any other rights and remedies in law or equity.
15. COMPLIANCE WITH LAWS: The Vendor shall comply with all applicable provisions of Federal. State and Local laws, rules,
regulations, ordinances, and directives, and all provisions required thereby to be included in this Purchase Order are hereby
incorporated herein by reference.
The Vendor shall indemnify and hold harmless the County from and against any and all liability, damages, costs, and expenses,
including, but not limited to, defense costs and attorney fees, arising from or related to any violation on the part of the Vendor or its
employees, agents, or subcontractors of any such laws, rules, regulations, ordinances, or directives
16. NONDISCRIMINATION: By acceptance of this Purchase Order, vendor certifies and agrees that all persons employed by it,
its affiliates, subsidiaries, or holding companies are and will be treated equally by it without regard to or because of race, religion,
ancestry, national origin, disability or sex and in compliance with all applicable Federal and State anti-discrimination laws and
regulations. Vendor further certifies and agrees that it will deal with its subcontractors, bidders or Vendor without regard to or
because of race, religion, ancestry, national origin, disability or sex. Vendor shall allow the County access to its employment
records during the regular business hours to verify compliance with these provisions when so requested by the County. If the
County finds that any of the above provisions have been violated, the same shall constitute a material breach of contract upon
which the County may determine to cancel, terminate, or suspend the Purchase Order. The parties agree that in the event the
Vendor violates the anti-discrimination provisions of the Purchase Order, the County shall, at its option and in lieu of termination
or suspending this Purchase Order, be entitled to liquidated damages, pursuant to California Civil Code Section 1671, of the
greater of ten percent (10%) of the Purchase Order amount or One Thousand Dollars ($1,000).
17. FORCE MAJEURE: Neither party will be liable for delays in performance beyond its reasonable control, including, but not
limited to, fire, flood, act of God or restriction of civil or military authority
18. NON-EXCLUSIVITY: Nothing herein is intended nor shall it be construed as creating any exclusive arrangement with Vendor.
This Purchase Order shall not restrict the purchasing Agent from acquiring similar, equal or like goods and/or services from other
entities or sources.
19. MOST FAVORED CUSTOMER: Vendor represents that the prices charged County in this Purchase Order do not exceed
existing selling prices to other customers for the same or substantially similar items or services for comparable quantities under
similar terms and conditions.
20. WAIVER: No waiver by the County of any breach of any provision of this Purchase Order shall constitute a waiver of any other
breach or of such provision. Failure of the County to enforce at any time, or from time to time, any provision of this Purchase Order
shall not be construed as a waiver thereof. The rights and remedies set forth in this provision shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this Purchase Order.
21. ACCEPTANCE: Unless explicitly stated by County as otherwise, county may conduct, at its location or any other County
designated location and at its expense, an incoming acceptance test on all items purchased hereunder. The acceptance test period
shall not exceed thirty (30) days from receipt of such item by County. County may, at its sole discretion, reject all or any part of
items or services not conforming to the requirements/specifications stated in this Purchase Order.
22. SPARE PARTS: Unless otherwise set forth herein, Vendor shall make spare parts available to county for a period of two (2)
years from the date of delivery of the items to County; If Vendor is unable to so provide spare parts, it shall provide County with
the name(s) of Vendor's suppliers so that County may attempt to procure such parts directly. In the event of such unavailability.
Vendor shall provide, at no cost, reasonable assistance to County in obtaining spare parts.
23. ENTIRE AGREEMENT MODIFICATIONS: This Purchase Order and any attachments hereto, constitutes the complete and
exclusive statement of the parties which supersedes all previous agreements, written or oral, and all communications between the
parties relating to the subject matter hereof. This Purchase Order shall not be modified, supplemented, qualified or interpreted by
any prior course of dealing between the parties or by any usage of trade. Only county's Purchasing Agent can make changes or
modifications by issuance of an official change notice.
PR-2020-240-5

24. INDEPENDENT CONTRACTOR STATUS: This Purchase Order is by and between the County and the Vendor and is not
intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or
association, as between the County and the Vendor. The employees and agents of one party shall not be, or be construed to be, the
employees or agents of the other party for any purpose whatsoever.
The Vendor shall be solely liable and responsible for providing to, or on behalf of, all persons performing work pursuant to this
Purchase Order all compensation and benefits. The County shall have no liability or responsibility for the payment of any salaries,
wages, unemployment benefits, Federal, State or Local Taxes, or other compensation, benefits, or taxes for any personnel provided
by, or on behalf of the Vendor.
The Vendor understands and agrees that all persons performing work pursuant to this Purchase Order are, for purposes of workers
Compensation liability; solely employees of the Vendor and not employees of the County. The Vendor shall be solely liable and
responsible for furnishing any and all Workers compensation benefits to any person as a result of any injuries arising from or
connected with any work performed by or on behalf of the vendor pursuant to this Purchase Order.
25. COUNTY STOCK: Stock furnished by County to be used in this Purchase Order shall be returned to county free from damage
from any cause and in accordance with all other terms and conditions of bid and this Purchase Order.
26, TAX EXEMPT STATUS: Tax exempt items shall be clearly listed and identified.
27. COUNTY LOBBYISTS: The, Vendor, and each County Lobbyist or County Lobbying firm as defined in County Code section
2.160.910 retained by the Vendor, shall fully comply with the County's Lobbyist Ordinance, County Code Chapter 2.160, Failure
on the part of the Vendor or any county Lobbyist or county Lobbying firm: retained by the Vendor to fully comply with the
County's Lobbyist Ordinance shall constitute a material beach of this Purchase Order, upon which the County may in its sole
discretion, immediately, terminate or suspend this Purchase Order.
28. CONSIDERATION OF HIRING GAIN/GROW PROGRAM PARTICIPANTS: Should the Vendor require additional or
replacement personnel after the effective date of this Purchase Order, the Vendor shall give consideration for such employment
openings to participants in the county's Department of Public Social Services Greater Avenues for Independence (GAIN) Program
or General Relief Opportunity for work (GROW) Program who meet the Vendor's minimum qualifications for the open position.
For this purpose, consideration shall mean that the Vendor will interview qualified candidates. The County will refer GAIN/GROW
participants by job category to the Vendor. In the event that both laid-off County employees and GAIN/GROW participants are
available for hiring, County employees shall be given first priority.
29. TERMINATION FOR IMPROPER CONSIDERATION: The County may, by written notice to the Vendor, immediately
terminate the right of the Vendor to proceed under this Purchase Order if it is found that consideration, in any form, was offered or
given by the, Vendor, either directly or through an intermediary, to any county officer, employee, or agent with the intent of
securing this Purchase Order or securing favorable treatment with respect to the award; amendment, or extension of this Purchase
Order or the making of any determinations with respect to the Vendor's performance pursuant to this Purchase Order In the event of
such termination, the County shall be entitled to pursue the same remedies against the Vendor as it could pursue in the event of
default by the vendor.
The Vendor shall immediately report any attempt by a County officer or employee to solicit such improper consideration. The
report shall be made either to the County manager charged with the supervision of the employee or to the County Auditor-
Controller's Employee Fraud Hotline at (213) 974-0914 or (800) 544-6861.
Among other items, such improper consideration may take the form of cash, discounts, service, the provision of travel,
entertainment, or tangible gifts, or the promise of any of these.
30. SAFELY SURRENDERED BABY LAW: The Contractor shall notify and provide to its employees, and shall require each
subcontractor to notify and provide to its employees, a fact sheet regarding the Safely Surrendered Baby Law, its implementation in
Los Angeles County, and where and how to safely surrender a baby. The fact sheet is available on the Internet at
www.babysafela_org for printing purposes.
PR-2020-240-6

31. CONTRACTOR'S WARRANTY OF ADHERENCE TO COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM
The Contractor acknowledges that the County has established a goal of ensuring that all individuals who benefit financially from
the County through Contracts/Purchase Orders are in compliance with their court-ordered child, family and spousal support
obligations in order to mitigate the economic burden otherwise imposed upon the County and its taxpayers.
As required by the County's Child Support Compliance Program (County Code Chapter 2.200) and without limiting the Contractor's
duty under this Contract/purchase Order to comply with all applicable provisions of law, the Contractor warrants that it is now in
compliance with employment and wage reporting requirements as required by the Federal Social Security Act (42 use Section 653a)
and California unemployment Insurance Code Section 1088.5, and shall implement all lawfully served Wage and Earnings
Withholding Orders or Child Support Services Department Notices of Wage and Earnings Assignment for Child, Family or Spousal
Support, pursuant to Code of civil Procedure Section 706.031 and Family Code Section 5246{b}.
TERMINATION FOR SREACH OF WARRANTY TO MAINTAIN COMPLIANCE WITH COUNTY'S CHILD SUPPORT
COMPLIANCE PROGRAM Failure of Contractor to maintain compliance with the requirements set forth in the paragraphs under
"CONTRACTOR'S WARRANTY OF ADHERENCE TO COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM" shall
constitute default under this Contract/Purchase Order. Without limiting the rights and remedies available to COUNTY under any
other provision of this contract/purchase order, failure of CONTRACTOR to cure such default within ninety (90) calendar days of
written notice shall be grounds upon which COUNTY may terminate this contract/purchase order pursuant to "VENDOR'S
RESPONSIBILITY AND DEBARMENT" and pursue debarment of CONTRACTOR, pursuant to County code, Chapter 2.202.
32. PAYROLL RECORDS: Wherever required, the Contractor shall comply with the requirements of Section 1776 of the Labor
Code, State of California, including maintaining payroll records as enumerated in Subdivision (a). The Contractor and the
Contractor's subcontractors shall be responsible to maintain, and make readily available for inspection purposes, a copy of all
certified payroll records for each work project associated with or obtained by the County under this or any future or successive
County Agreement, Contract or Purchase Order. All certified payroll records shall indicate that the wage rates are not less than
those determined by the State Division of Industrial Relations, and that the classifications set forth for each laborer or mechanic
conform with the work that he/she performed. The Contractor shall be responsible for the submission of copies of payrolls for all
subcontractors, upon request by the County, arising from and/or relating to any Agreement formulated as a result of this inquiry.
Certified payroll shall be submitted upon request and shall include:

A. Original Document
B. Company Name & Address
C. Account Number/Project Number
D. Project Name and Address
E. Authorizing county Department and Purchase Order or Contract Number
F. Period of Time in which Work is Being Performed
G. Employee Name, Address and Social Security Number
H. Work Classification, Including Sub-classification
I. Hours Paid
J. Rate of Pay
K. Deductions
L. Payroll Check Number
M. Benefits
N. Signature of Employee Authorized to Certify Payroll
Prevailing wage Scale Wherever required:
A. The Contractor shall comply with all provisions of the Labor Code of the State of California.
B. Under the provisions of said Labor Code. the State Department of Industrial Relations will ascertain the prevailing hourly rate
in dollars and details pertinent thereto for each craft, classification or type of workers or mechanic needed to execute any Contract
that may be awarded by the County.
PR-2020-240-7

C. Particulars of the current prevailing wage Scale, which are applicable to the work contemplated under these specifications, are
to be maintained in the Department, and must be posted at the project site by the Contractor or his/her subcontractor.
D. Current prevailing wage rates may be obtained at:
wwww.dir.ca.gov/DLSR/PWD/Apprentice.htm
Division of Labor Standards Enforcement

455 Golden Gate Avenue, 9th Floor
San Francisco, CA 94102
(415) 703-4810
CONTRACTOR RESPONSIBILITY AND DEBARMENT
1. A responsible Contractor is a Contractor who has demonstrated the attribute of trustworthiness, as well as quality, fitness,
capacity and experience to satisfactorily perform the contract. It is the County's policy to conduct business only with responsible
contractors.
2. The Contractor is hereby notified that, in accordance with Chapter 2.202 of the County Code, if the County acquires information
concerning the performance of the contractor on this or other contracts which indicates that the Contractor is not responsible. The
County may, in addition to other remedies provided in the contract, debar the Contractor from bidding on County contracts for a
specified period of time not to exceed 5 years, and terminate any or all existing contracts the Contractor may have with the
county.
3. The County may debar a contractor if the Board of Supervisors finds, in its discretion, that the Contractor has done any of the
following: (1) violated any term of a contract with the County, (2) committed any act or omission which negatively reflects on the
Contractor's quality, fitness or capacity to perform a contract with the County or any other public entity, or engaged in a pattern or
practice which negatively reflects on same, (3) committed an act or offense which indicates a lack of business integrity or business
honesty, or (4) made or submitted a false claim against the County or any other public entity.
4. If there is evidence that the Contractor may be subject to debarment, the Department will notify the Contractor in writing of the
evidence which is the basis for the proposed debarment and will advise the Contractor of the scheduled date for a debarment
hearing before the Contractor Hearing Board.
5. The Contractor Hearing Board will conduct a hearing where evidence on the proposed debarment is presented. The Contractor
and/or the Contractor's representative shall be given an opportunity to submit evidence at that hearing. After the hearing, the
Contractor Hearing Board shall prepare a proposed, decision, which shall contain a recommendation regarding whether the
contractor should be debarred, and, if so, the appropriate length of time of the debarment. If the Contractor fails to avail itself of the
opportunity to submit evidence to the Contractor Hearing Board, the Contractor may be deemed to have waived all rights of appeal.
6. A record of the hearing, the proposed decision and any other recommendation of the Contractor Hearing Board shall be presented
to the Board of Supervisors. The Board of supervisors shall have the right to modify, deny or adopt the proposed decision and
recommendation of the Hearing Board.
7. These terms shall also apply to (subcontractors/subconsultants) of County Contractors.
PR-2020-240-8

PROHIBITION AGAINST USE OF CHILD LABOR
VENDOR shall:
1. Not knowingly sell or supply to COUNTY any products, goods, supplies or other personal property produced or manufactured in
violation of child labor standards set by the International Labor Organizations through its 1973 Convention Concerning Minimum
Age for Employment.
2. Upon request by COUNTY, identify the country/countries of origin of any products, goods, supplies or other personal property
bidder sells or supplies to COUNTY, and
3. Upon request by COUNTY, provide to COUNTY the manufacturer's certification of compliance with all international child labor
conventions.
Should COUNTY discover that any products, goods, supplies or other personal property sold or supplied by VENDOR to
COUNTY are produced in violation of any international child labor conventions, VENDOR shall immediately provide an
alternative, compliant source of supply.
Failure by VENDOR to comply with the provisions of this clause will be grounds for immediate cancellation of this purchase Order
or termination of this Agreement and award to an alternative vendor.
A. Jury Service Program.
This Contract is subject to the provisions of the County's ordinance entitled Contractor Employee Jury Service ("Jury Service
program") as codified in Sections 2.203.010 through 2.203.090 of the Los Angeles County Code.
B. Written Employee Jury Service policy.
1. Unless Contractor has demonstrated to the County's satisfaction either that Contractor is not a "Contractor" as defined under the
Jury Service Program (Section 2.203.020 of the county code) or that contractor qualifies for an exception to the Jury Service
program a(Section 2.203.070 of the County Code), Contractor shall have and adhere to a written policy that provides that its
Employee shall receive, from the contractor, on an annual basis, no less than five days of regular pay for actual jury service. This
policy may provide that Employees deposit any fees received for such jury-service with the Contractor or that the Contractor
deduct from the Employee's regular pay the fees received for
jury service.
2. For purposes of this Section, "Contractor" means a person, partnership, corporation or other entity which has a contract with the
County or a subcontract with a County contractor and has received or will receive an aggregate sum of $50,000 or more in any 12-
month period under one or more County. Contracts or subcontracts, "Employee" means any California resident who is a full time
employee of Contractor. "Full Time" means 40 hours or more worked per week, or a lesser number of hours if the lesser number is
a recognized industry standard and is approved as such by the county. If Contractor uses any subcontractor to perform services for
the County under the Contract, The subcontractor shall also be subject tot he provisions of this section. The provisions of this
Section shall be inserted into any such subcontract agreement and a copy of the Jury Service Program shall be attached to the
agreement.
3. If the Contractor is not required to comply with the Jury Service Program when the Contract commences, the Contractor shall
have a continuing obligation to review the applicability of its "exception status" from the Jury Service Program, and the Contractor
shall immediately notify the County if the Contractor at any time either comes within the Jury Service Program's definition of
"Contractor" or if the Contractor no longer qualifies for an exception to the Jury Service Program. In either event, the Contractor
shall immediately implement a written policy consistent with the Jury Service Program. The County may also require, at any time
during the Contract and at its sole discretion, that the Contractor demonstrate to the County's satisfaction that the Contractor either
continues to remain outside of the Jury Service Program's definition of "Contractor" and/or that the Contractor continues to qualify
for an exception to the Program.
4. Contractor's violation of this Section of the contract may constitute a material breach of the Contract. In the event of such
material breach, County may, in its sole discretion, terminate the Contract and/or bar Contractor from the award of future contracts
for a period of time consistent with the seriousness of the breach.
PR-2020-240-9

PRICE SPECIFIC CONTRACTS AND PURCHASE ORDERS
Vendors are entitled to receive payment for goods received by, or services provided to the County specific to the Contract or
Purchase Order price amount. Under no circumstances will those Suppliers, Contractors or Vendors who supply goods or otherwise
contract services with the County of Los Angeles be entitled to or paid for expenditures beyond the Contract or Purchase Order
amounts.
ASSIGNMENT BY CONTRACTOR
A. Contractor shall not assign its rights or delegate its duties under the Agreement, or both whether in whole or in part, without the
prior written consent of County, in its discretion, and any attempted assignment or delegation without such consent shall be null and
void. For purposes of this paragraph, County consent shall require a written amendment to the Agreement, which is formally
approved and executed by the parties. Any payments by County to any approved delegate or assignee on any claim under the
Agreement shall be deductible, at County's sole discretion, against the claims which Contractor may have against County.
B. Shareholders, partners, members, or other equity holders of Contractor may transfer, sell exchange, assign, or divest themselves
of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected
in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the
majority controlling interest therein at the time of execution of the Agreement, such disposition is an assignment requiring the prior
written consent of County in accordance with applicable provisions of this Agreement.
C. Any assumption, assignment, delegation, or takeover of any of the Contractor's duties, responsibilities; obligations, or
performance of same by any entity other than the Contractor, whether through assignment, subcontract, delegation, merger, buyout,
or any other mechanism, with or without consideration for any reason whatsoever without County's express prior written approval,
shall be a material breach of the Agreement which may result in the termination of the Agreement. In the event of such termination,
County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.
DEFAULT METHOD OF PAYMENT: DIRECT DEPOSIT OR ELECTRONIC FUNDS TRANSFER (EFT)
1. The County, at its sole discretion, has determined that the most efficient and secure default form of payment for goods and/or
services provided under an agreement or contract with the County shall be Electronic Funds Transfer (EFT) or direct deposit, unless
an alternative method of payment is deemed appropriate by the Auditor-Controller (A-C).
2. The Contractor shall submit a direct deposit authorization request via the website https://directdeposit.lacounty.gov with banking
and vendor information, and any other information that the A-C determines is reasonably necessary to process the payment and
comply with all accounting, record keeping, and tax reporting requirements.
3. Any provision of law, grant, or funding agreement requiring a specific form or method of payment other than EFT or direct
deposit shall supersede this requirement with respect to those payments.
FEDERAL UNIFORM GUIDELINE CLAUSE
By entering into this Contract/Purchase Order, the Contractor/Vendor agrees to comply with all applicable provisions of Title 2,
Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT
REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq.
COMPLIANCE WITH COUNTY POLICY OF EQUITY
The contractor acknowledges that the County takes its commitment to preserving the dignity and professionalism of the workplace
very seriously, as set forth in the County Policy of Equity (CPOE), (https://ceop.lacounty.gov/). The contractor further
acknowledges that the County strives to provide a workplace free from discrimination, harassment, retaliation and inappropriate
conduct based on a protected characteristic, and which may violate the CPOE. The contractor, its employees and subcontractors
acknowledge and certify receipt and understanding of the CPOE. Failure of the contractor, its employees or its subcontractors to
uphold the County’s expectations of a workplace free from harassment and discrimination, including inappropriate conduct based
on a protected characteristic, may subject the contractor to termination of contractual agreements as well as civil liability.
PR-2020-240-10
LOS ANGELES COUNTY
FEDERAL / STATE DISASTER AID
PURCHASE ORDER
FOR VENDOR PAYMENT INQUIRIES PLEASE REFER TO ORDER NUMBER AWARD DATE
https://lacovss.lacounty.gov/LoginExternal/Pages/lacovss-dept-contacts.pdf DPO-FS-20005029-3 04/23/2020
BILL TO: ALL ITEMS AND CONDITIONS IN THE SOLICITATION ARE PART OF
THIS ORDER AS IF FULLY REPRODUCED HEREIN.
FEDERAL / STATE DISASTER AID
AC-SHARED SERVICES DIVISION ADDRESS ALL INQUIRIES AND CORRESPONDENCE TO:
3470 WILSHIRE BLVD Contact :
11TH FLOOR Phone :
LOS ANGELES CA 90010
Email :
VENDOR NAME, STREET, CITY, STATE, ZIP CODE: SHIP FOB DESTINATION TO: (UNLESS SPECIFIED ELSEWHERE)
CHIEF EXECUTIVE OFFICE

MERCURY PUBLIC AFFAIRS LLC
509 GUISANDO DE AVILA SUITE 100 OFFICE OF EMERGENCY MANAGEMENT
1275 N. EASTERN AVENUE
TAMPA FL 33613-5235 LOS ANGELES CA 90063
PROCUREMENT FOLDER : 1966377
CONTACT FOR DELIVERY INSTRUCTIONS (NAME, TELEPHONE)

CHIEF EXECUTIVE OFFICE 323-980-2297 / 213-974-2365
DELIVERY DATE FOB POINT AGENCY REQ. CONTRACT NUMBER TOTAL AMOUNT OF ORDER
NUMBER
04/30/20 FOB Destination, Freight Prepaid and Allowed 0565 / $347,000.00
DATE PRINTED VENDOR NO. TERM 1 TERM 2 TERM 3 TERM 4
PROMPT
04/28/2020 185948 PAYMENT DISCOUNT: 0.00 DISCOUNT: 0.00 DISCOUNT: 0.00 DISCOUNT: 0.00
TERM DAYS: 30 DAYS: 0 DAYS: 0 DAYS: 0
LINE COMMODITY/SERVICE DESCRIPTION QUANTITY UOM UNIT PRICE EXTENDED

NO. AMOUNT
Filler NOTICE TO VENDORS: Filler Filler Filler Filler

Filler ALL ITEMS LISTED ON VENDOR PACKING SLIPS AND Filler Filler Filler Filler Filler Filler Filler Filler Filler Filler
Filler INVOICES MUST REFLECT THE CORRESPONDING Filler Filler Filler Filler Filler Filler Filler Filler Filler Filler
Filler PURCHASE ORDER COMMODITY LINE NUMBER. ALSO, Filler Filler Filler Filler Filler Filler Filler Filler Filler Filler
Filler THE ORDER NUMBER MUST BE REFERENCED ON ALL Filler Filler Filler Filler Filler Filler Filler Filler Filler Filler
Filler PACKING SLIPS AND INVOICES. Filler FIller Filler Filler Filler Filler Filler Filler Filler Filler
1 COMMODITY CODE: 915-79-00-0000000 1.00000 LOT $200,000.000000 $200,000.00

SUPPLIER PART NO: FILLER FILLER FILLER FILLER
SALES TAX AMOUNT: $0.00
STOCK ITEM DESCRIPTION:
DESCRIPTION:
COVID-19 EMERGENCY PURCHASE
COMMUNICATION SERVICES RELATED TO NOVEL

CORONAVIRUS PUBLIC HEALTH EMERGENCY
*SUPPORTING DOCUMENTS ATTACHED
LA County is pleased to provide online access to the new Vendor Self-Service (VSS) Portal: http://lacovss.lacounty.gov
Go to the portal home page to find out more about the benefits to vendors who do business with the County.
LA County Purchase Order Awarded on: 04/23/2020

Authorized and signed by:
Date Signed: 04/28/2020
PR-2020-240-11
LINE
SERVICES UNDER THIS PURCHASE ORDER WILL

BE PROVIDED OVER THE COURSE OF 4 WEEKS
(WEEKS 1 - 4).
UNIT - 27008
OBJECT - 2082
DEPT - FS
2 COMMODITY CODE: 915-79-00-0000000 1.000000 LOT $147,000.000000 $147,000.00

DESCRIPTION:
COVID-19 EMERGENCY PURCHASE
COMMUNICATION SERVICES RELATED TO NOVEL

CORONAVIRUS PUBLIC HEALTH EMERGENCY
*SUPPORTING DOCUMENTS ATTACHED
SERVICES UNDER THIS PURCHASE ORDER

WILL BE PROVIDED OVER THE COURSE OF
WEEKS 5-7.
UNIT - 27008
OBJECT - 2082
DEPT - FS
PR-2020-240-12


By
PR-2020-240-13

failure.
PR-2020-240-14

PR-2020-240-15

PR-2020-240-16


I. Hours Paid
J. Rate of Pay
K. Deductions
M. Benefits
PR-2020-240-17


(415) 703-4810
contractors.
county.
PR-2020-240-18

VENDOR shall:
Age for Employment.
conventions.
jury service.
agreement.
PR-2020-240-19

amounts.
PR-2020-240-20
O~ LOS~~
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DELEGATED AUTHORITY AGREEMENT FOR

CONSULTING SERVICES
B ETWEE N
THE COUNTY OF LOSANGELES
AND
MERCURY PUBLIC AFFAIRS
DELEGATED AUTHORITY AGREEMENT CONTRACT NUMBER: AO-20-014
PR-2020-240-21
DELEGATED AUTHORITY AGREEMENT FOR
CONSULTING SERVICES
TABLE OF CONTENTS
SECTION PAGE
Recitals I
1.0 Applicable Documents I
2.0 Definitions 2
3.0 Work 2
4.0 Term of Contract 2
5.0 Contract Sum 3
6.0 Administration of Contract COUNTY
- 5
7.0 Administration of Contract CONTRACTOR
- 5
7.1 CONTRACTOR Project Manager 5
7.2 Approval of CONTRACTOR’S Staff 5
7.3 Background and Security Investigations 6
8.0 Standard Terms and Conditions 6
8.1 Amendments 6
8.2 Assignments and Delegation 7
8.3 Authorization Warranty 7
8.4 Budget Reductions 8
8.5 Compliance with Applicable Law 8
8.6 Compliance with Civil Rights Laws 8
8.7 Compliance with the County’s Jury Service Program 8
8.8 Conflict of Interest 10
8.9 Consideration of Hiring County Employees Targeted for Layoff/or Re-employment
List 11
8.10 Consideration of Hiring GAIN/GROW Program Participants 11
8.11 Contractor Responsibility and Debarment 11
8.12 Contractor’s Acknowledgment of County’s Commitment to the Safely Surrendered
Baby Law~ 14
8.13 Contractor’s Warranty of Adherence to County’s Commitment to County’s Child
Support Compliance Program 14
8.14 Contractor’s Warranty of Compliance with County’s Defaulted Property Tax
Reduction Program 14
8.15 County’s Quality Assurance Plan 15
PR-2020-240-22
DELEGATED AUTHORITY AGREEMENT FOR CONSULTING SERVICES
8.16 Damage to County Facilities, Buildings or Grounds 15

8.17 Employment Eligibility Verification 15
8.18 Facsimile Representations 16
8.19 Fair Labor Standards 16
8.20 Force Majeure 16
8.21 Governing Law, Jurisdiction and Venue 17
8.22 Independent Contractor Status 17
8.23 Indemnification 18
8.24 General Insurance Requirements 18
8.25 Insurance Coverage Requirements 22
8.26 Liquidated Damages 23
8.27 Approval of Work 24
8.28 Nondiscrimination and Affirmative Action 24
8.29 Non Exclusivity 25
8.30 Notice of Delays 25
8.31 Notice of Disputes 25
8.32 Notice to Employees Regarding the Federal Earned Income Credit 26
8.33 Notice to Employees Regarding the Safely Surrendered Baby Law 26
8.34 Notices 26
8.35 Confidentiality and Security 27
8.36 Public Records Act 30
8.37 Publicity 30
8.38 Record Retention and Inspection/Audit Settlement 31
8.39 Recycled Bond Paper 32
8.40 Subcontracting 32
8.41 Termination for Breach of Warranty to Maintain Compliance with County’s Child
Support Compliance Program 33
8.42 Termination for Breach of Warranty to Maintain Compliance with County’s
Defaulted Property Tax Program 33
8.43 Termination for Convenience 34
8.44 Termination for Default 35
8.45 Termination for Improper Consideration 36
8.46 Termination for Insolvency 36
8.47 Termination for Non-Adherence of County Lobbyist Ordinance 37
8.48 Termination for Non-appropriation of Funds 37
8.49 Validity 37
Page ii
PR-2020-240-23
8.50 Waiver 38
8.51 Warranty Against Contingent Fees 38
8.52 County Lobbyists 38
8.53 Prohibition from Involvement in the Bidding Process of Future RFPs 38
8.54 Proprietary Rights 39
8.55 Licenses, Permits, Registrations and Certificates 40
8.56 Counterparts 40
8.57 Time off for Voting 40
8.58 Compliance with County’s Zero Tolerance Human Trafficking 40
8.59 Compliance With Fair Chance Employment Practices 40
8.60 Compliance With The County Policy of Equity 41
9.0 Unique Terms and Conditions 41
Signatures -~
Exhibits
A. Statement of Work 44
B. Pricing Schedule 45
C. Contractor’s EEC Certification 48
D. Consultant Employee Acknowledgment and Confidentiality Agreement 49
E. Invitation for Bids/Request for Proposals Grounds for Rejection 51
F. Safely Surrendered Baby Law 52
G. Consultant Non-Employee Acknowledgment and Confidentiality Agreement 54
H. Compliance with Fair Chance Employment Hiring Practices Certification 65
I. FEMA Requirements 66
Page iii
PR-2020-240-24
CONTRACT BETWEEN
AND
FOR
CONSULTING SERVICES
This CONTRACT is entered into this ~/~‘ day of /%~ 2020, by and
between the County of Los Angeles (hereafter “COUNTY”) and MERCURY PUBLIC
AFFAIRS (hereafter referred to as “CONTRACTOR” or “CONSULTANT”), to provide
COUNTY with consulting services.
RECITALS
WHEREAS, CONTRACTOR desires to provide, and COUNTY desires to acquire from

CONTRACTOR, services as a consultant.
WHEREAS, CONTRACTOR is a firm of recognized professionals with extensive

experience and training in their specialized field. In rendering this services CONTRACTOR
shall at a minimum, exercise the ordinary care and skill expected from the average
practitioner in CONTRACTOR’s profession acting under similar circumstances.
WHEREAS, the Board of Supervisors has authorized the Chief Executive Officer, pursuant
to Government Code Sections 23005 and 31000, to enter into contracts for such
specialized consulting services.
NOW, THEREFORE, COUNTY and CONTRACTOR agree as follows:
1.0 APPLICABLE DOCUMENTS
Exhibits A, B, C, D, E, F, G, H and I, are attached to and form a part of this Contract.

In the event of any conflict or inconsistency in the definition or interpretation of any
word, responsibility, schedule, or the contents or description of any task,
deliverable, goods, service, or other work, or otherwise between the base Contract
and the Exhibits, or between Exhibits, such conflict or inconsistency shall be
resolved by giving precedence first to the Contract and then to the Exhibits
according to the following priority.
Standard Exhibits:
1.1 EXHIBIT A - Statement of Work

1 .2 EXHIBIT B - Pricing Schedule
1.3 EXHIBIT C - Contractor’s EEO Certification
1.4 EXHIBIT D - Consultant Employee Acknowledgement and Confidentiality
Agreement
1.5 EXHIBIT E - Invitation For Bid/Request For Proposals Grounds For
Page 1
PR-2020-240-25
Rejection
1 .6 EXHIBIT F - Safely Surrendered Baby Law
1 .7 EXHIBIT G - Consultant Non-Employee Acknowledgement and
Confidentiality Agreement
1 .8 EXHIBIT H - Compliance with Fair Chance Employment Hiring Practices
Certification
1.9 EXHIBIT I - FEMA Requirements
This Contract and the Exhibits hereto constitute the complete and exclusive statement of
understanding between the parties, and supersedes all previous Contracts, written and oral,
and all communications between the parties relating to the subject matter of this Contract.
No change to this Contract shall be valid unless prepared pursuant to sub- paragraph 8.1 -
Amendments and signed by both parties.
2.0 DEFINITIONS
The headings herein contained are for convenience and reference only and are not
intended to define the scope of any provision thereof. The following words as used
herein shall be construed to have the following meaning, unless otherwise apparent
from the context in which they are used.
2.1 “Agreement or Contract” shall mean a contract executed between

COUNTY and CONTRACTOR. It sets forth the terms and conditions for the
issuance and performance of the Exhibit A Statement of Work.
—
2.2 “CONTRACTOR” or “CONSULTANT” shall mean the sole proprietor,

partnership, or corporation that has entered into a contract with the
COUNTY to perform or execute the work covered by the Exhibit A -
Statement of Work.
2.3 “Day(s)” shall mean calendar day(s) unless otherwise specified.
2.4 “Fiscal Year” shall mean the twelve (12) month period beginning July 1st
and ending the following June 30th.
3.0 WORK
3.1 Pursuant to the provisions of this Contract, the CONTRACTOR shall fully
perform, complete and deliver on time, all tasks, deliverables, services and
other work as set forth in herein Exhibit A Statement of Work.
-
3.2 If the CONTRACTOR provides any tasks, deliverables, goods, services, or

other work, other than as specified in this Contract, the same shall be
deemed to be a gratuitous effort on the part of the CONTRACTOR, and the
CONTRACTOR shall have no claim whatsoever against the COUNTY.
4.0 TERM OF CONTRACT
4.1 The term of this Contract shall commence on May 4, 2020 or the date or
execution, whichever is later, and shall expire on October 31, 2020, subject
to COUNTY’s right to terminate earlier for convenience, non-appropriation
of funds, default of CONTRACTOR, substandard performance of
Page 2
PR-2020-240-26
CONTRACTOR, non-responsibility of CONTRACTOR, improper
consideration given/offered to COUNTY with respect to the award of this
Contract, and breach of warranty to maintain compliance with COUNTY’s
Child Support Compliance Program.
5.0 CONTRACT SUM
5.1 The Maximum Amount of this Contract shall be Eight Hundred Fifty
thousand dollars ($850,000) for the term of this Contract as set forth
Paragraph 4.0 Term of Contract, above. Any costs incurred to complete
-
this project in excess of the maximum not-to-exceed cost will be borne by

the CONTRACTOR.
5.2 The CONTRACTOR shall not be entitled to payment or reimbursement

for any tasks or services performed, nor for any incidental or administrative
expenses whatsoever incurred in or incidental to performance hereunder,
except as specified herein. Assumption or takeover of any of the
CONTRACTOR’s duties, responsibilities, or obligations, or performance of
same by any entity other than the CONTRACTOR, whether through
assignment, subcontract, delegation, merger, buyout, or any other
mechanism, with or without consideration for any reason whatsoever, shall
occur only with the COUNTY’s express prior written approval.
5.3 The CONTRACTOR shall maintain a system of record keeping that will
allow the CONTRACTOR to determine when it has incurred seventy-five
percent (75%) of the total contract authorization under this Contract. Upon
occurrence of this event, the CONTRACTOR shall send written notification
to the COUNTY Project Manager at the address herein provided in sub
paragraph 8.34 Notices.
—
5.4 No Payment for Services Provided Following Expiration/Termination of

Contract
The CONTRACTOR shall have no claim against COUNTY for payment of

any money or reimbursement, of any kind whatsoever, for any service
provided by the CONTRACTOR after the expiration or other termination of
this Contract. Should the CONTRACTOR receive any such payment it shall
immediately notify COUNTY and shall immediately repay all such funds to
COUNTY. Payment by COUNTY for services rendered after
expiration/termination of this Contract shall not constitute a waiver of
COUNTY’s right to recover such payment from the CONTRACTOR. This
provision shall survive the expiration or other termination of this Contract.
5.5 Invoices and Payments
5.5.1 The CONTRACTOR shall invoice the COUNTY only for providing
the tasks, deliverables, goods, services, and other work specified
in Exhibit A Statement of Work and elsewhere hereunder. The
—
CONTRACTOR shall prepare invoices, which
Page 3
PR-2020-240-27
shall include the charges owed to the CONTRACTOR. Payment

to CONTRACTOR shall be in arrears and based upon the
approval and acceptance of services/deliverables as set forth in
Exhibit A —Statement of Work, not to exceed the amounts
reflected in Exhibit B — Pricing Schedule, provided that
CONTRACTOR is not in default under any provision of this
Contract and has submitted a complete and accurate
statement of payment due. COUNTY acceptance of
services/deliverables shall not be unreasonably withheld.
CONTRACTOR’S fees shall include all applicable taxes, and any
additional taxes that are not included remain the
responsibility of the CONTRACTOR.
5.5.2 The CONTRACTOR’s invoices shall be priced in accordance with

Exhibit B Pricing Schedule.
—
5.5.3 The CONTRACTOR’s invoices shall contain the information set

forth in Exhibit A Statement of Work describing the tasks,
-
deliverables, goods, services, work hours, and facility and/or

other work for which payment is claimed work hours if applicable
to the fee arrangement.
5.5.4 The CONTRACTOR shall submit the monthly invoices to the

COUNTY by the 15tI~ calendar day of the month following the
month of service.
5.5.5 All invoices under this Contract shall be submitted in two (2)
copies to the COUNTY Project Manager.
5.5.6 All invoices submitted by the CONTRACTOR for payment must

have the written approval of the COUNTY Project Manager prior
to any payment thereof. In no event shall the COUNTY be liable
or responsible for any payment prior to such written approval.
Approval for payment will not be unreasonably withheld.
5.6 Default Method of Payment: Direct Deposit or Electronic Funds Transfer
5.6.1 The County, at its sole discretion, has determined that the most
efficient and secure default form of payment for goods and/or
services provided under an agreement/ contract with the County
shall be Electronic Funds Transfer (EFT) àr direct deposit, unless
an alternative method of payment is deemed appropriate by the
Auditor-Controller (A-C).
5.6.2 The Contractor shall submit a direct deposit authorization request

via the website https://directdeposit. lacounty.gov with banking and
vendor information, and any other information that the A-C
determines is reasonably necessary to process the payment and
comply with all accounting, record keeping, and tax reporting
requirements.
Page 4
PR-2020-240-28
DELEGATED AUTHORITY AGREEMENT CONTRACT NUMBER: AO-20-O1 4
5.6.3 Any provision of law, grant, or funding agreement requiring a

specific form or method of payment other than EFT or direct
deposit shall supersede this requirement with respect to those
payments.
5.6.4 At any time during the duration of the agreement/contract, a

Contractor may submit a written request for an exemption to this
requirement. Such request must be based on specific legal,
business or operational needs and explain why the payment
method designated by the A-C is not feasible and an alternative is
necessary. The A-C, in consultation with the contracting
department(s), shall decide whether to approve exemption
requests.
6M ADMINISTRATION OF CONTRACT - COUNTY
COUNTY Project Manager — The COUNTY Project Manager shall be

responsible for monitoring and evaluating CONTRACTOR’s performance
in the daily operation of the Contract and provide direction to
CONTRACTOR in the areas relating to policy, procedures and other
matters within the purview of this Contract. The COUNTY Project Manager
for this Contract shall be Lennie LaG uire or his/her designee. All work
performed under this Contract shall be subject to the approval of the
COUNTY Project Manager or designee.
7.0 ADMINISTRATION OF CONTRACT CONTRACTOR

-
7.1 CONTRACTOR Project Manager
7.1.1 The CONTRACTOR Project Manager shall be responsible for the

CONTRACTOR’s day-to-day activities as related to this Contract
and shall coordinate with COUNTY Project Manager on a regular
basis. The CONTRACTOR Project Managerfor this Contract shall
be Kristen Caloca.
7.1.2 The CONTRACTOR shall notify the COUNTY in writing of any

change in the name or address of the CONTRACTOR Project
Manager.
7.2 Approval of CONTRACTOR’s Staff
CONSULTANT shall provide qualified personnel to perform work and

provide ‘work products” (deliverables) as indicated in the Agreement.
COUNTY has the absolute right to approve or disapprove all of the
CONTRACTOR’s staff performing work hereunder and any proposed
changes in the CONTRACTOR’s staff, including, but not limited to, the
CONTRACTOR Project Manager.
Page 5
PR-2020-240-29
DELEGATED AUTHORITY AGREEMENT CONTRACT NUMBER: AO-20-01 4
7.3 Background and Security Investigations
7.3.1 At any time prior to or during term of this Contract, the COUNTY
may require that all CONTRACTOR’s staff performing work under
this Contract undergo and pass, to the satisfaction of COUNTY, a
background investigation, as a condition of beginning and
- continuing to work under this Contract. COUNTY shall use its
discretion in determining the method of background clearance to
be used, up to and including a COUNTY performed fingerprint
• security clearance. The fees associated with obtaining the
background information shall be at the expense of the
CONTRACTOR, regardless if the CONTRACTOR’s staff passes
or fails the background clearance investigation.
7.3.2 COUNTY may request that the CONTRACTOR’s staff be

immediately removed from working on the County Contract at any
time during the term of this Contract. COUNTY will not provide to
the CONTRACTOR nor to the CONTRACTOR’s staff any
information obtained through the COUNTY conducted
background clearance.
7.3.3 COUNTY may immediately, at the sole discretion of the COUNTY,

deny or terminate facility access to the CONTRACTOR’s staff that
do not pass such investigation(s) to the satisfaction of the
COUNTY whose background or conduct is incompatible with
COUNTY facility access.
7.3.4 Disqualification, if any, of the CONTRACTOR’s staff, pursuant to

this sub-paragraph 7.3, shall not relieve the CONTRACTOR of its
obligation to complete all work in accordance with the terms and
conditions of this Contract.
8.0 STANDARD TERMS AND CONDITIONS
8.1 AMENDMENTS
8.1.1 Any amendment to this Contract, including as set forth in

Paragraph 4.0 Term of Contract, sh~ll be at the mutual consent
-
of the COUNTY and the CONTRACTOR and shall be executed

by the Chief Executive Officer, Auditor-Controller, and Executive
Officer of the Board of Supervisors, and approved as to form by
County Counsel.
8.1.2 For any change which does not materially affect the scope of work
or any other term or condition included under this Contract, a
Change Notice shall be prepared and signed by the COUNTY
Project Manager and CONTRACTOR Project Manager.
Page 6
PR-2020-240-30
8.1.3 For any change affecting CONTRACTOR’s project personnel,

CONTRACTOR shall submit written notification and request to
effect the change to the COUNTY Project Manager; the COUNTY
Project Manager or designee may accept or reject
CONTRACTOR’s written notification and request.
8.2 ASSIGNMENTS AND DELEGATION
8.2.1 The CONTRACTOR shall not assign its rights or delegate its
duties under this Contract, or both, whether in whole or in part,
without the prior written consent of COUNTY, which is in its sole
discretion to grant or not. Any attempted assignment or delegation
without such written consent shall be null and void. For purposes
of this sub-paragraph, COUNTY consent shall require a written
amendment to the Contract, which is formally approved and
executed by the parties. Any payments by the COUNTY to any
approved delegate or assignee on any claim under this Contract
shall be deductible, at COUNTY’s sole discretion, against the
claims, which the CONTRACTOR may have against the
COUNTY.
8.2.2 Shareholders, partners, members, or other equity holders of

CONTRACTOR may transfer, sell, exchange, assign, or divest
themselves of any interest they may have therein. However, in the
event any such sale, transfer, exchange, assignment, or
divestment is effected in such a way as to give majority control of
CONTRACTOR to any person(s), corporation, partnership, or
legal entity other than the majority controlling interest therein at
the time of execution of the Contract, such disposition is an
assignment requiring an Amendment in accordance with all
applicable provisions of this Contract, including the need for an
Amendment.
8.2.3 Any assumption, assignment, delegation, or takeover of any of the

CONTRACTOR’s duties, responsibilities, obligations, or
perFormance of same by any entity other than the
CONTRACTOR, whether through assignment, subcontract,
delegation, merger, buyout, or any other mechanism, with or
without consideration for any reason w~hatsoever without
COUNTY’s express prior written approval, shall be a material
breach of the Contract which may result in the termination of this
Contract. In the event of such termination, COUNTY shall be
entitled to pursue the same remedies against CONTRACTOR as
it could pursue in the event of default by CONTRACTOR.
8.3 AUTHORIZATION WARRANTY
The CONTRACTOR represents and warrants that the person executing this
Contract for the CONTRACTOR is an authorized agent who has actual
authority to bind the CONTRACTOR to each and every term, condition,
Page 7
PR-2020-240-31
and obligation of this Contract and, that all requirements of the

CONTRACTOR have been fulfilled to provide such actual authority.
8.4 BUDGET REDUCTIONS
COUNTY retains the right to renegotiate the terms, conditions and fees
during the period of the Agreement if such renegotiation is necessitated by
budget shortfalls and reductions.
8.5 COMPLIANCE WITH APPLICABLE LAW
8.5.1 The CONTRACTOR shall comply with all applicable Federal,

State, and local laws, rules, regulations, ordinances, and
directives, and all provisions required thereby to be included in
this Contract are hereby incorporated herein by reference.
8.5.2 The CONTRACTOR shall indemnify and hold harmless the

COUNTY from and against any and all liability, damages, costs,
and expenses, including, but not limited to, defense costs and
attorneys’ fees, arising from or related to any violation on the part
of the CONTRACTOR or its employees, agents, or subcontractors
of any such laws, rules, regulations, ordinances, or directives.
8.6 COMPLIANCE WITH CIVIL RIGHTS LAWS
The CONTRACTOR hereby assures that it will comply with Subchapter VI

of the Civil Rights Act of 1964, 42 USC Sections 2000 (e) (1) through 2000
(e) (17), to the end that no person shall, on the grounds of race, creed,
color, sex, religion, ancestry, age, condition of physical handicap, marital
status, political affiliation, or national origin, be excluded from participation
in, be denied the benefits of, or be otherwise subjected to discrimination
under this Contract or under any project, program, or activity supported by
this Contract. ‘The CONTRACTOR shall comply with Exhibit C -
Contractor’s EEO Certification.
8.7 COMPLIANCE WITH•THE COUNTY’S JURY SERVICE PROGRAM
8.7.1 Jury Service Program:
This Contract is subject to the provisions of the COUNTY’S

ordinance entitled CONTRACTOR Employee Jury Service (“Jury
Service Program”) as codified in Sections 2.203.010 through
2.203.090 of the Los Angeles County Code.
Page 8
PR-2020-240-32
8.7.2 Written Employee Jury Service Policy
8.7.2.1 Unless the CONTRACTOR has demonstrated to the

COU NTY’s satisfaction either that the CONTRACTOR is
not a “Contractor” as defined under the Jury Service
Program (Section 2.203.020 of the County Code) or that
the CONTRACTOR qualifies for an exception to the Jury
Service Program (Section 2.203.070 of the County
Code), the CONTRACTOR shall have and adhere to a
written policy that provides that its Employees shall
receive from the CONTRACTOR, on an annual basis,
no less than five days of regular pay for actual jury
service. The policy may provide that Employees deposit
any fees received for such jury service with the
CONTRACTOR or that the CONTRACTOR deduct from
the Employee’s regular pay the fees received for jury
service.
8.7.2.2 For purposes of this sub-paragraph, “CONTRACTOR”

means a person, partnership, corporation or other entity
which has a contract with the COUNTY or a subcontract
with a COUNTY CONTRACTOR and has received or
will receive an aggregate sum of $50,000 or more in
any 12-month period under one or more COUNTY
contracts or subcontracts. “Employee” means any
California resident who is a full-time employee of the
CONTRACTOR. “Full-time” means 40 hours or more
worked per week, or a lesser number of hours if: 1) the
lesser number is a recognized industry standard as
determined by the COUNTY, or 2) CONTRACTOR has
a long-standing practice that defines the lesser number
of hours as full-time. Full- time employees providing
short-term, temporary services of 90 days or less within
a 12-month period are not considered full-time for
purposes of the Jury Service Program. If the
CONTRACTOR uses any Subcontractor to perform
services for the COUNTY under the Contract, the
Subcontractor shall also be subject to the provisions of
this sub-paragraph. The provisions of this sub
paragraph shall be inserted into any such subcontract
Agreement and a copy of the Jury Service Program
shall be attached to the Agreement.
8.7.2.3 If the CONTRACTOR is not required to comply with the

Jury Service Program when the Contract commences,
the CONTRACTOR shall have a continuing obligation to
review the applicability of its “exception status” from the
Jury Service Program, and the CONTRACTOR shall
immediately notify the COUNTY if the CONTRACTOR
at any time either
Page 9
PR-2020-240-33
comes within the Jury Service Program’s definition of

“CONTRACTOR” or if the CONTRACTOR no longer
qualifies for an exception to the Jury Service Program.
In either event, the CONTRACTOR shall immediately
implement a written policy consistent with the Jury
Service Program. The COUNTY may also require, at
any time during the Contract and at its sole discretion,
that the CONTRACTOR demonstrate to the COUNTY’s
satisfaction that the CONTRACTOR either continues to
remain outside of the Jury Service Program’s definition
of “CONTRACTOR” and/or that the CONTRACTOR
continues to qualify for an exception to the Program.
8.7.2.4 CONTRACTOR’s violation of this sub-paragraph of the

Contract may constitute a material breach of the
Contract. In the event of such material breach, COUNTY
may, in its sole discretion, terminate the Contract and/or
bar the CONTRACTOR from the award of future
COUNTY contracts for a period of time consistent with
the seriousness of the breach.
8.8 CONFLICT OF INTEREST
8.8.1 No COUNTY employee whose position with the COUNTY

enables such employee to influence the award of this Contract or
any competing Contract, and no spouse or economic dependent
of such employee, shall be employed in any capacity by the
CONTRACTOR or have any other direct or indirect financial
interest in this Contract. 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.
8.8.2 The CONTRACTOR shall comply with all conflict of interest laws,
ordinances, and regulations now in effect or hereafter to be
enacted during the term of this Contract. 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
interest, it shall immediately make full written disclosure of such
facts to the COUNTY. Full written disclosure shall include, but is
not limited to, identification of all persons implicated and a
complete description of all relevant circumstances. Failure to
comply with the provisions of this sub- paragraph shall be a
material breach of this Contract.
Page 10
PR-2020-240-34
8.9 CONSIDERATION OF HIRING COUNTY EMPLOYEES TARGETED

FOR LAYOFF!OR RE-EMPLOYMENT LIST
Should the CONTRACTOR require additional or replacement personnel after

the effective date of this Contract to perform the services set forth herein, the
CONTRACTOR shall give first consideration for such employment openings
to qualified, permanent COUNTY employees who are targeted for layoff or
qualified, former COUNTY employees who are on a re-employment list
during the life of this Contract.
8.10 CONSIDERATION OF HIRING GAINIGROW PARTICIPANTS
8.10.1 Should the contractor require additional or replacement personnel

after the effective date of this Contract, the contractor shall give
consideration for any such employment openings to participants in
the County’s Department of Public Social Services Greater
Avenues for Independence (GAIN) Program or General Relief
Opportunity for Work (GROW) Program who meet the contractor’s
minimum qualifications for the open position. For this purpose,
consideration shall mean that the contractor will interview qualified
candidates. The County will refer GAIN- GROW participants by job
category to the contractor. Contractors shall report all job
openings with job requirements to:
GAlNGROW(~DPSS.LACOUNTY.GOV and
BSERVICES(~WDACS.LACOUNTY.GOV and DPSS will refer
qualified GAIN/GROW job candidates.
8.10.2 In the event that both laid-off County employees and GAIN/GROW
participants are available for hiring, County employees shall be
given first priority.
8.11 CONTRACTOR RESPONSIBILITY AND DEBARMENT
8.11.1 Responsible CONTRACTOR
A responsible CONTRACTOR is a CONTRACTOR who has

demonstrated the attribute of trustworthiness, as well as quality,
fitness, capacity and experience to satisfactorily perform the
contract. It is the COUNTY’s policy to conduct business only with
responsible CONTRACTORS.
8.11.2 Chapter 2.202 of the County Code
The CONTRACTOR is hereby notified that, in accordance with

Chapter 2.202 of the County Code, if the COUNTY acquires
information concerning the performance of the CONTRACTOR
on this or other contracts which indicates that the CONTRACTOR
is not responsible, the COUNTY may, in addition to other
remedies provided in the Contract, debar the CONTRACTOR
from bidding or proposing on, or being awarded, and/or
performing work on COUNTY contracts for a specified
Page 11
PR-2020-240-35
period of time, which generally will not exceed five years but may
exceed five years or be permanent if warranted by the
circumstances, and terminate any or all existing Contracts the
CONTRACTOR may have with the COUNTY.
8.11.3 Non-responsible CONTRACTOR
The COUNTY may debar a CONTRACTOR if the Board of

Supervisors finds, in its discretion, that the’ CONTRACTOR has
done any of the following: (1) violated a term of a contract with the
COUNTY or a nonprofit corporation created by the COUNTY, (2)
committed an act or omission which negatively reflects on the
CONTRACTOR’s quality, fitness or capacity to perform a contract
with the COUNTY, any other public entity, or a nonprofit
corporation created by the COUNTY, or engaged in a pattern or
practice which negatively reflects on same, (3) committed an act
or offense which indicates a lack of business integrity or business
honesty, or (4) made or submitted a false claim against the
COUNTY or any other public entity.
8.11.4 Contractor Hearing Board
8.11.4.1 If there is evidence that the CONTRACTOR may be

subject to debarment, the Department will notify the
CONTRACTOR in writing of the evidence which is the
basis for the proposed debarment and will advise the
CONTRACTOR of the scheduled date for a debarment
8.11.4.2 The Contractor Hearing Board will conduct a hearing

where evidence on the proposed debarment is
presented. The CONTRACTOR and/or the
CONTRACTOR’S representative shall be given an
opportunity to submit evidence at that hearing. After the
hearing, the Contractor Hearing Board shall prepare a
tentative proposed decision, which shall contain a
recommendation regarding whether the CONTRACTOR
should be debarred, and, if so, the appropriate length of
time of the debarment. The CONTRACTOR and the
Department shall be provided an opportunity to object to
the tentative proposed decision prior to its presentation
to the Board of Supervisors.
8.11.4.3 After consideration of any objections, or if no objections

are submitted, a record of the hearing, the proposed
decision, and any other recommendation of the
Contractor Hearing Board shall be presented to the
Board of Supervisors. The Board of Supervisors shall
have the right to modify, deny, or adopt the proposed
Page 12
PR-2020-240-36
decision and recommendation of the Contractor Hearing

Board.
8.11.4.4 If a CONTRACTOR has been debarred for a period

longer than five (5) years, that CONTRACTOR may after
the debarment has been in effect for at least five
(5) years, submit a written request for review of the
debarment determination to reduce the period of
debarment or terminate the debarment. The COUNTY
may, in its discretion, reduce the period of debarment or
terminate the debarment if it finds that the
CONTRACTOR has adequately demonstrated one or
more of the following: (1) elimination of the grounds for
which the debarment was imposed; (2) a bona fide
change in ownership or management; (3) material
evidence discovered after debarment was imposed; or
(4) any other reason that is in the best interests of the
COUNTY.
8.11.4.5 The Contractor Hearing Board will consider a request for

review of a debarment determination only where (1) the
Contractor has been debarred for a period longer than
five (5) years; (2) the debarment has been in effect for
at least five (5) years; and (3) the request is in writing,
states one or more of the grounds for reduction of the
debarment period or termination of the debarment, and
includes supporting documentation. Upon receiving an
appropriate request, the Contractor Hearing Board will
provide notice of the hearing on the request. At the
hearing, the Contractor Hearing Board shall conduct a
hearing where evidence on the proposed reduction of
debarment period or termination of debarment is
presented. This hearing shall be conducted and the
request for review decided by the Contractor Hearing
Board pursuant to the same procedures as for a
debarment hearing.
8.11.4.6 The Contractor Hearing Board’s proposed decision shall

contain a recommendation on the request to reduce the
period of debarment or terminate the debarment. The
Contractor Hearing Board shall present its proposed
decision and recommendation to the Board of
Supervisors. The Board of Supervisors shall have the
right to modify, deny, or adopt the proposed decision
and recommendation of the Contractor Hearing Board.
8.11.4.7 Subcontractors of CONTRACTOR
These terms shall also apply to Subcontractors of

COUNTY CONTRACTORS.
Page 13
PR-2020-240-37
8.12 CONTRACTOR’S ACKNOWLEDGEMENT OF COUNTY’S

COMMITMENT TO THE SAFELY SURRENDERED BABY LAW
8.12.1 The contractor acknowledges that the County places a high priority
on the implementation of the Safely Surrendered Baby Law. The
contractor understands that it is the County’s policy to encourage all
County contractors to voluntarily post the County’s “Safely
Surrendered Baby Law” poster in a prominent position at the
contractor’s place of business. The contractor will also encourage its
subcontractors, if any, to post this poster in a prominent position in
the subcontractor’s place of business. Information and posters for
printing are available at www babysafela org
8.13 CONTRACTOR’S WARRANTY OF ADHERENCE TO COUNTY’S

CHILD SUPPORT COMPLIANCE PROGRAM
8.13.1 The CONTRACTOR acknowledges that the COUNTY has

established a goal of ensuring that all individuals who benefit
financially from the COUNTY through Contract are in compliance
with their court-ordered child, family and spousal support
obligations in order to mitigate the economic burden otherwise
imposed upon the COUNTY and its taxpayers.
8.13.2 As required by the COUNTY’s Child Support Compliance Program

(County Code Chapter 2.200) and without limiting the Contractor’s
duty under this Contract to comply with all applicable provisions
of law, the CONTRACTOR warrants that it is now in compliance
and shall during the term of this Contract maintain in compliance
with employment and wage reporting requirements as required by
the Federal Social Security Act (42 USC Section 653a) and
California Unemployment Insurance Code Section 1088.5, and
shall implement all lawfully served Wage and Earnings
Withholding Orders or Child Support Services Department
Notices of Wage and Earnings Assignment for Child, Family or
Spousal Support, pursuant to Code of Civil Procedure Section
706.031 and Family Code Section 5246(b).
8.14 CONTRACTOR’S WARRANTY OF COMPLIANCE WITH COUNTY’S

DEFAULTED PROPERTY TAX REDUCTION PROGRAM
CONTRACTOR acknowledges that COUNTY has established a goal of

ensuring that all individuals and businesses that benefit financially from
COUNTY through contract are current in paying their property tax
obligations (secured and unsecured roll) in order to mitigate the economic
burden otherwise imposed upon COUNTY and its taxpayers.
Unless CONTRACTOR qualifies for an exemption or exclusion,

CONTRACTOR warrants and certifies that to the best of its knowledge it
Page 14
PR-2020-240-38
is now in compliance, and during the term of this contract will maintain
compliance, with Los Angeles County Code Chapter 2.206.
8.15 COUNTY’S QUALITY ASSURANCE PLAN
COUNTY or its agent will evaluate CONTRACTOR’s performance under

this Contract on not less than an annual basis. Such evaluation will include
assessing CONTRACTOR’s compliance with all Contract terms and
performance standards. CONTRACTOR deficiencies which COUNTY
determines are severe or continuing and that may place performance of the
Contract in jeopardy if not corrected, will be reported to the Board of
Supervisors. The report will include improvements/corrective action
measures taken by COUNTY and CONTRACTOR. If improvement does
not occur consistent with the corrective action measures, COUNTY may
terminate this Contract or impose other penalties as specified in this
Agreement.
8.16 DAMAGE TO COUNTY FACILITIES, BUILDINGS OR GROUNDS
8.16.1 The CONTRACTOR shall repair, or cause to be repaired, at its

own cost, any and all damage to COUNTY facilities, buildings, or
grounds caused by the CONTRACTOR or employees or agents
of the CONTRACTOR. Such repairs shall be made immediately
after the CONTRACTOR has become aware of such damage, but
in no event later than thirty (30) days after the occurrence.
8.16.2 If the CONTRACTOR fails to make timely repairs, COUNTY may

make any necessary repairs. All costs incurred by COUNTY, as
determined by COUNTY, for such repairs shall be repaid by the
CONTRACTOR by cash payment upon demand.
8.17 EMPLOYMENT ELIGIBILITY VERIFICATION
8.17.1 The CONTRACTOR warrants that it fully complies with all Federal
and State statutes and regulations regarding the employment of
aliens and others and that all its employees performing work
under this Contract meet the citizenship or alien status
requirements set forth in Federal and State statutes and
regulations. The CONTRACTOR shall obtain, from all employees
performing work hereunder, all verification and other
documentation of employment eligibility status required by
Federal and State statutes and regulations including, but not
limited to, the Immigration Reform and Control Act of 1986, (P.L.
99-603), or as they currently exist and as they may be hereafter
amended. The CONTRACTOR shall retain all such
documentation for all covered employees for the period
prescribed by law.
8.17.2 The CONTRACTOR shall indemnify, defend, and hold harmless,

the COUNTY, its agents, officers, and employees from employer
sanctions and any other liability which may be assessed against
Page 15
PR-2020-240-39
the CONTRACTOR or the COUNTY or both in connection with

any alleged violation of any Federal or State statutes or
regulations pertaining to the eligibility for employment of any
persons performing work under this Contract.
8.18 FACSIMILE REPRESENTATIONS
The COUNTY and the CONTRACTOR hereby agree to regard facsimile

representations of original signatures of authorized officers of each party,
when appearing in appropriate places on the Amendments prepared
pursuant to sub-paragraph 8.1, and received via communications facilities,
as legally sufficient evidence that such original signatures have been
affixed to Amendments to this Contract, such that the parties need not
follow up facsimile transmissions of such documents with subsequent (non
facsimile) transmission of “original” versions of such documents.
8.19 FAIR LABOR STANDARDS
The CONTRACTOR shall comply with all applicable provisions of the Federal
Fair Labor Standards Act and shall indemnify, defend, and hold harmless
the COUNTY and its agents, officers, and employees from any and all
liability, including, but not limited to, wages, overtime pay, liquidated
damages, penalties, court costs, and attorneys’ fees arising under any wage
and hour law, including, but not limited to, the Federal Fair Labor Standards
Act, for work performed by the CONTRACTOR’s employees for which the
COUNTY may be found jointly or solely liable.
8.20 FORCE MAJEURE
8.20.1 Neither party shall be liable for such party’s failure to perform its obligations
under and in accordance with this Contract, if such failure arises out of fires,
floods, strikes, lockouts (other than a lockout by such party or any of such
party’s subcontractors), freight embargoes, or other similar events to those
described above, but in every such case the failure to perform must be totally
beyond the control and without any fault or negligence of such party (such
events are referred to in this paragraph as ‘force majeure events”). The parties
agree that COVID-1 9 is not a force majeure event.
8.20.2 Notwithstanding the foregoing, a default by a subcontractor of Contractor shall

not constitute a force majeure event, unless such default arises out of causes
beyond the control of both Contractor and such subcontractor, and without any
fault or negligence of either of them. In such case, Contractor shall not be
liable for failure to perform, unless the goods or services to be furnished by
the subcontractor were obtainable from other sources in sufficient time to
permit Contractor to meet the required performance schedule. As used in this
subparagraph, the term “subcontractor” and “subcontractors” mean
subcontractors at any tier.
8.20.3 In the event Contractor’s failure to perform arises out of a force majeure event,
Contractor agrees to use commercially reasonable best efforts to obtain goods
or services from other sources, if applicable, and to otherwise mitigate the
damages and reduce the delay caused by such force majeure event.
Page 16
PR-2020-240-40
8.21 GOVERNING LAW, JURISDICTION, AND VENUE
This Contract shall be governed by, and construed in accordance with, the
laws of the State of California. The CONTRACTOR agrees and consents to
the exclusive jurisdiction of the courts of the State of California for all
purposes regarding this Contract and further agrees and consents that venue
of any action brought hereunder shall be exclusively in the County of Los
Angeles.
8.22 INDEPENDENT CONTRACTOR STATUS
8.22.1 This Contract is by and between the COUNTY and the

CONTRACTOR and is not intended, and shall not be construed,
to create the relationship of agent, servant, employee,
partnership, joint venture, or association, as between the
COUNTY and the CONTRACTOR. The employees and agents of
one party shall not be, or be construed to be, the employees or
agents of the other party for any purpose whatsoever.
8.22.2 The CONTRACTOR shall be solely liable and responsible for

providing to, or on behalf of, all persons performing work pursuant
to this Contract all compensation and benefits. The COUNTY shall
have no liability or responsibility for the payment of any salaries,
wages, unemployment benefits, disability benefits, Federal, State,
or local taxes, or other compensation, benefits, or taxes for any
personnel provided by or on behalf of the CONTRACTOR.
8.22.3 The CONTRACTOR understands and agrees that all persons

performing work pursuant to this Contract are, for purposes of
Workers’ Compensation liability, solely employees of the
CONTRACTOR and not employees of the COUNTY. The
CONTRACTOR shall be solely liable and responsible for
furnishing any and all Workers’ Compensation benefits to any
person as a result of any injuries arising from or connected with
any work performed by or on behalf of the CONTRACTOR
pursuant to this Contract.
8.22.4 The CONTRACTOR shall adhere to the provisions stated in sub~

paragraph 8.35 Confidentiality.
Page 17
PR-2020-240-41
8.23 INDEMNIFICATION
The CONTRACTOR shall indemnify, defend and hold harmless the

COUNTY, its Special Districts, elected and appointed officers, employees,
agents and volunteers (‘County Indemnitees”) from and against any and all
liability, including but not limited to demands, claims, actions, fees, costs
and expenses (including attorney and expert witness fees), arising from
and/or relating to this Contract, except for such loss or damage arising from
the sole negligence or willful misconduct of the County Indemnitees.
8~24 INTENTIONALLY LEFT BLANK
8.25 GENERAL INSURANCE REQUIREMENTS
Without limiting CONTRACTOR’s indemnification of COUNTY, and in the

performance of this Contract and until all of its obligations pursuant to this
Contract have been met, CONTRACTOR shall maintain at its own expense
insurance coverage satisfying the requirements specified in Sections 8.24
and 8.25 of this Contract. These minimum insurance coverage terms, types
and limits (the “Required Insurance”) also are in addition to and separate
from any other contractual obligation imposed upon CONTRACTOR
pursuant to this Contract. The COUNTY in no way warrants that the
Required Insurance is sufficient to protect the CONTRACTOR for liabilities
which may arise from or relate to this Contract.
8.25.1 Evidence of Coverage and Notice to COUNTY
A certificate(s) of insurance coverage (Certificate) reasonably

satisfactory to COUNTY, and a copy of the Blanket Additional
Insured endorsement confirming COUNTY and its Agents
(defined below) has been given Additional Insured status under
the CONTRACTOR’s General Liability policy, shall be delivered
to COUNTY at the address shown below and provided prior to
commencing services under this Contract.
Renewal Certificates shall be provided to COUNTY upon request

upon Contractor’s policy expiration dates..
Certificates shall identify all Required Insurance coverage types

and limits specified herein, reference this Contract by name or
number, and be signed by an authorized representative of the
insurer(s). The Insured party named on the Certificate shall match
the name of the CONTRACTOR identified as the contracting party
in this Contract. Certificates shall provide the full name of each
insurer providing coverage, its NAIC (National Association of
Insurance Commissioners) identification number, its financial
rating.
Neither the COUNTY’s failure to obtain, nor the COUNTY’s receipt

of, or failure to object to a non-complying insurance certificate or
endorsement, or any other insurance documentation or
information provided by the CONTRACTOR, its insurance
broker(s) and/or insurer(s), shall be construed as a waiver of any
Page 18
PR-2020-240-42
of the Required Insurance provisions.
Certificates and copies of any required endorsements shall be

sent to:
Los Angeles County

Countywide Communications
500 W. Temple St., Rm 358
Los Angeles, CA 90012
Attention: Lennie LaGuire, Director
CONTRACTOR also shall endeavor to promptly report to

COUNTY any injury or property damage accident or incident,
including any injury to a CONTRACTOR employee occurring on
COUNTY property, and any loss, disappearance, destruction,
misuse, or theft of COUNTY property, monies or securities
entrusted to CONTRACTOR. CONTRACTOR also shall, where
permitted by counsel, promptly notify COUNTY of any third-party
claim or suit filed against CONTRACTOR or any of its
Subcontractors which arises from or relates to this Contract, and
could result in the filing of a claim or lawsuit against
CONTRACTOR and/or COUNTY.
8.25.2 Additional Insured Status and Scope of Coverage
The County of Los Angeles, its Special Districts, Elected Officials,

Officers, Agents, Employees and Volunteers (collectively
COUNTY and its Agents) shall be included as additional insured
under CONTRACTOR’s General Liability policy with respect to
liability arising out of CONTRACTOR’s ongoing and completed
operations performed on behalf of the COUNTY. COUNTY and
its Agents additional insured status shall apply with respect to
liability and defense of suits arising out of the CONTRACTOR’s
acts or omissions, whether such liability is attributable to the
CONTRACTOR or to the COUNTY. Subject to the limitations on
liability set forth herein, the full policy limits and scope of
protection also shall apply to the COUNTY and its Agents as an
additional insured, even if they exceed the COUNTY’s minimum
Required Insurance specifications herein. Use of a blanket
additional insured endorsement form is acceptable providing it
satisfies the Required Insurance provisions herein.
8.25.3 Cancellation of or Changes in Insurance
Contractor shall provide COUNTY with, or CONTRACTOR’S

insurance policies shall contain a provision that COUNTY shall
receive, written notice of cancellation or any material change in
Required Insurance. The written notice shall be provided to
COUNTY at least ten (10) days in advance of cancellation for non
payment of premium and thirty (30) days in advance for any other
cancellation or material policy change. Failure to provide written
notice of cancellation or any change in Required Insurance may
~
Page 19
PR-2020-240-43
of the COUNTY, upon which the COUNTY may suspend or
terminate this Contract.
8.25.4 Failure to Maintain Insurance
CONTRACTOR’S failure to maintain or to provide acceptable

evidence that it maintains the Required Insurance shall
constitute a material breach of the Contract, upon which
COUNTY immediately may withhold payments due to
Contractor, and/or suspend or terminate this Contract.
COUNTY, at its sole discretion, may obtain damages from
CONTRACTOR resulting from said breach. Alternatively, the
COUNTY may purchase the Required Insurance, and without
further notice to CONTRACTOR’S, deduct the premium cost
from sums due to CONTRACTOR or pursue CONTRACTOR
reimbursement.
8.25.5 Insurer Financial Ratings
Coverage shall be placed with insurers acceptable to the

COUNTY with A.M. Best ratings of not less than A-:VII unless
otherwise approved by COUNTY.
8.25.6 Contractor’s Insurance Shall Be Primary
CONTRACTOR’s insurance policies, with respect to any claims

related to this Contract, shall be primary and non-contributory to
any insurance maintained by the COUNTY.
8.25.7 Waivers of Subrogation
To the fullest extent permitted by law, the CONTRACTOR hereby

waives its rights and its insurer(s)’ rights of recovery against
COUNTY under all the Required Insurance for any loss arising
from or relating to this Contract. The CONTRACTOR shall
require its insurers to execute any waiver of subrogation
endorsements which may be necessary to effect such waiver.
8.25.8 Subcontractor Insurance Coverage Requirements
All subcontractors retained by CONTRACTOR to perform

services shall maintain the types of coverage and limits of
insurance that are appropriate for the level of services being
provided. CONTRACTOR shall be responsible for verifying each
Subcontractor complies with the Required Insurance provisions
herein.
8.25.9 Deductibles and Self-Insured Retentions (SIRs)
CONTRACTOR’s policies shall not obligate the COUNTY to pay

~any portion of any CONTRACTOR deductible or SIR. The
COUNTY retains the right to require CONTRACTOR to confirm
to COUNTY that policy deductibles and SIRs as respects the
Page 20
PR-2020-240-44
COUNTY will be covered by CONTRACTOR,.
8.25.10 Claims Made Coverage
If any part of the Required Insurance is written on a claims made

basis, CONTRACTOR understands and agrees it shall maintain
such coverage for a period of not less than three (3) years
following Contract expiration, termination or cancellation.
8.25.11 Application of Excess Liability Coverage:
CONTRACTOR may use a combination of primary, and excess

insurance policies which provide coverage as broad as (‘follow
form” over) the underlying primary policies, to satisfy the Required
Insurance provisions.
8.25.12 Separation of Insureds
All liability policies shall provide cross liability and severability of

interests provisions included in liability policies.
8.25.13 COUNTY Review and Approval of Insurance Requirements
The COUNTY reserves the right to review and adjust the

Required Insurance provisions, conditioned upon COUNTY’s
determination of changes in risk exposures.
8.26 INSURANCE COVERAGE REQUIREMENTS
8.26.1 Commercial General Liability insurance naming COUNTY and its

Agents as an additional insured, with limits of not less than:
General Aggregate: $2 million

Products/Completed Operations Aggregate: $1 million
Personal and Advertising Injury Occurrence Limit: $1 million
Each Occurrence for all Bodily Injury or property
Damage incurred in any one occurrence: $1 million
8.26.2 Automobile Liability insurance with limits of not less than $1

million for bodily injury and property damage, in combined or
equivalent split limits, for each single accident. Insurance shall
cover liability arising out of CONTRACTOR’s use of autos
pursuant to this Contract, including owned, leased, hired, and/or
non-owned autos.
8.26.3 Workers Compensation and Employers’ Liability insurance or

qualified self-insurance satisfying statutory requirements, which
includes Employers’ Liability coverage with limits of not less than
$1 million per accident.
Page 21
PR-2020-240-45
827 LIQUIDATED DAMAGES
8.27.1 If, in the judgment of the Department Head, or his/her designee,

the CONTRACTOR is deemed to be non-compliant with the terms
and obligations assumed hereby, the Department Head, or
his/her designee, at his/her option, in addition to, or in lieu of,
other remedies provided herein, may withhold the entire monthly
payment or deduct pro rata from the CONTRACTOR’s invoice for
work not performed. A description of the work not performed and
the amount to be withheld or deducted from payments to the
CONTRACTOR from the COUNTY, will be forwarded to the
CONTRACTOR by the Department Head, or his/her designee, in
a written notice describing the reasons for said action.
8.27.2 If the Department Head, or his/her designee, determines that

there are deficiencies in the performance of this Contract that the
Department Head, or his/her designee, deems are correctable by
the CONTRACTOR over a certain time span, the Department
Head, or his/her designee, will provide a written notice to the
CONTRACTOR to correct the deficiency within specified time
frames. Should the CONTRACTOR fail to correct deficiencies
within said time frame, the Department Head, or his/her designee,
may: (a) Deduct from the CONTRACTOR’S payment, pro rata,
those applicable portions of the Monthly Contract Sum; and/or (b)
Deduct liquidated damages. The parties agree that it will be
impracticable or extremely difficult to fix the extent of actual
damages resulting from the failure of the CONTRACTOR to
correct a deficiency within the specified time frame. The parties
hereby agree that under the current circumstances a reasonable
estimate of such damages is $100 per day per infraction and that
the CONTRACTOR shall be liable to the COUNTY for liquidated
damages in said amount. Said amount shall be deducted from the
COUNTY’s payment to the CONTRACTOR; and/or (c) Upon
giving five (5) days notice to the CONTRACTOR for failure to
correct the deficiencies, the COUNTY may correct any and all
deficiencies and the total costs incurred by the COUNTY for
completion of the work by an alternate source, whether it be
COUNTY forces or separate private contractor, will be deducted
and forfeited from the payment to the CONTRACTOR from the
COUNTY, as determined by the COUNTY.
8.27.3 The action noted in sub-paragraph 8.26.2 shall not be construed

as a penalty, but as adjustment of payment to the CONTRACTOR
to recover the COUNTY cost due to the failure of the
CONTRACTOR to complete or comply with the provisions of this
Contract.
8.27.4 This sub-paragraph shall not, in any manner, restrict or limit the
COUNTY’s right to damages for any breach of this Contract
- Page 22
PR-2020-240-46
provided by law or as specified in the Performance Requirements

Summary (PRS) or sub-paragraph 8.26.2, and shall not, in any
manner, restrict or limit the COUNTY’s right to terminate this
Contract as agreed to herein.
8.28 APPROVAL OF WORK
All tasks, “work products” (deliverables), services or other work performed

by CONTRACTOR are subject to the written approval of the COUNTY
Project Manager or designee. Approval or rejection of deliverable(s) will not
be unreasonably withheld by COUNTY.
8.29 NONDISCRIMINATION AND AFFIRMATIVE ACTION~
8.29.1 The CONTRACTOR certifies and agrees that all persons

employed by it, its affiliates, subsidiaries, or holding companies
are and shall be treated equally without regard to or because of
race, color, religion, ancestry, national origin, sex, age, physical
or mental disability, marital status, or political affiliation, in
compliance with all applicable Federal and State anti-
discrimination laws and regulations.
8.29.2 The CONTRACTOR shall certify to, and comply with, the
provisions of Exhibit C- Contractor’s EEO Certification.
8.29.3 The CONTRACTOR shall take affirmative action to ensure that

applicants are employed, and that employees are treated during
employment, without regard to race, color, religion, ancestry,
national origin, sex, age, physical or mental disability, marital
status, or political affiliation, in compliance with all applicable
Federal and State anti-discrimination laws and regulations. Such
action shall include, but is not limited to: employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff
or termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship.
8.29.4 The CONTRACTOR certifies and agrees that it will deal with its
subcontractors, bidders, or vendors without regard to or because
of race, color, religion, ancestry, national origin, sex, age, physical
or mental disability, marital status, or political affiliation.
8.29.5 The CONTRACTOR certifies and agrees that it, its affiliates,
subsidiaries, or holding companies shall comply with all
applicable Federal and State laws and regulations to the end that
no person shall, on the grounds of race, color, religion, ancestry,
national origin, sex, age, physical or mental disability, marital
status, or political affiliation, be excluded from participation in, be
denied the benefits of, or be otherwise subjected to discrimination
under this Contract or under any project, program, or activity
supported by this Contract.
Page 23
PR-2020-240-47
DELEGATED AUTHORITY AGREEMENT CONTRACT NUMBER: A0-20-O1 4
8.29.6 The CONTRACTOR shall allow COUNTY representatives access

to the CONTRACTOR’s employment records during regular
business hours to verify compliance with the provisions of this
sub-paragraph 8.28 when so requested by the COUNTY.
8.29.7 If the COUNTY finds that any provisions of this sub-paragraph

8.28 have been violated, such violation shall constitute a material
breach of this Contract upon which the COUNTY may terminate
or suspend this Contract. While the COUNTY reserves the right
to determine independently that the anti-discrimination provisions
of this Contract have been violated, in addition, a determination
by the California Fair Employment Practices Commission or the
Federal Equal Employment Opportunity Commission that the
CONTRACTOR has violated Federal or State anti-discrimination
laws or regulations shall constitute a finding by the COUNTY that
the CONTRACTOR has violated the anti-discrimination
provisions of this Contract.
8.29.8 The parties agree that in the event the CONTRACTOR violates
any of the anti-discrimination provisions of this Contract, the
COUNTY shall, at its sole option, be entitled to the sum of Five
Hundred Dollars ($500) for each such violation pursuant to
California Civil Code Section 1671 as liquidated damages in lieu
of terminating or suspending this Contract.
8.30 NON EXCLUSIVITY
Nothing herein is intended nor shall be construed as creating any exclusive

arrangement with the CONTRACTOR. This Contract shall not restrict the
COUNTY from acquiring similar, equal or like goods and/or services from
other entities or sources.
8.31 NOTICE OF DELAYS
Except as otherwise provided under this Contract, when either party has
knowledge that any actual or potential situation is delaying or threatens to
delay the timely performance of this Contract, that party shall, within one
(1) business day, give notice thereof, including all relevant information with
respect thereto, to the other party.
8.32 NOTICE OF DISPUTES
The CONTRACTOR shall bring to the attention of the COUNTY Project

Manager any dispute between the COUNTY and the CONTRACTOR
regarding the performance of services as stated in this Contract. If the
COUNTY Project Manager is not able to resolve the dispute, the
Department Head, or designee shall resolve it.
Page 24
PR-2020-240-48
8.33 NOTICE TO EMPLOYEES REGARDING THE FEDERAL EARNED

INCOME CREDIT
The CONTRACTOR shall notify its employees, and shall require each
Subcontractor to notify its employees, that they may be eligible for the
Federal Earned Income Credit under the federal income tax laws. Such
notice shall be provided in accordance with the requirements set forth in
Internal Revenue Service Notice No. 1015.
8.34 NOTICE TO EMPLOYEES REGARDING THE SAFELY

SURRENDERED BABY LAW
The CONTRACTOR shall notify and provide to its employees, and shall
require each Subcontractor to notify and provide to its employees, a fact
sheet regarding the Safely Surrendered Baby Law, its implementation in
Los Angeles COUNTY, and where and how to safely surrender a baby. The
fact sheet is set forth in Exhibit F of this Contract and is also available on
the Internet at www.babysafela org for printing purposes.
8.35 NOTICES
8.35.1 Notices required or permitted to be given under the terms of this

Contract or by any law now or hereafter in effect may, at the option
of the party giving notice, be given by personal delivery or by
enclosing the same in a sealed envelope addressed to the party
for whom intended and by depositing such envelope with postage
prepaid in the United States Post Office or substation thereof, or
any public mail box.
The notices and envelopes containing same to COUNTY shall

be addressed to:
Los Angeles County

Countywide Communications
500 W. Temple St., Rm 358
Attention: Lennie LaGuire, Director
The notices and envelopes containing same to CONTRACTOR

shall be addressed to:
Mercury Public Affairs

800 Wilshire Blvd., Ste 750
Attention: Kristen Caloca
8.35.2. In the event of suspension or termination of this Agreement, notices

may also be given upon personal delivery to any person whose
actual knowledge of such suspension or termination would be
sufficient notice to CONTRACTOR.
Page 25
PR-2020-240-49
8~36 CONFIDENTIALITY AND SECURITY
8.36.1 CONTRACTOR shall maintain the confidentiality of all its records,

including but not limited to billing, COUNTY records, case records
and patient records, materials, documents, data, and/or other
information received, obtained, transmitted, and/or produced
under the provisions of this Contract (“COUNTY’s Confidential
Information”) in accordance with all applicable Federal, State and
local laws, regulations, ordinances and directives relating to
confidentiality, including without limitation, COUNTY policies
concerning information technology security and the protection of
confidential records and information. CONTRACTOR shall not
disclose to any person or entity any information identifying,
characterizing, or relating to any trait, feature, function, risk,
threat, vulnerability, weakness, or problem regarding any data or
system security in COUNTY’S computer system(s) nor any
safeguard, counter-measure, contingency plan, policy, or
procedure for any data or system security contemplated or
implemented by COUNTY, without COUNTY’S prior written
approval. The CONTRACTOR shall comply with applicable
security policies, procedures and requirements as set forth in this
Contract. CONTRACTOR shall inform all of its officers,
employees, and agents providing services hereunder of the
confidentiality provisions of this Contract. As a condition of
employment, all employees of CONTRACTOR must sign and
adhere to the attached Consultant Employee Acknowledgment
and Confidentiality Agreement (Exhibit D). Further,
CONTRACTOR shall cause each non-employee performing
services covered by this Contract to sign and adhere to the
provisions of the Consultant Non-Employee Acknowledgment and
Confidentiality Agreement (Exhibit G). These Confidentiality
Agreements shall be filed in CONTRACTOR’s personnel records
for the employees and agents and CONTRACTOR shall provide
a copy to COUNTY upon request.
8.36.2 Information Security Requirements
a) Data Encryption. CONTRACTOR and any approved

Subcontractors that electronically transmit or store personal
information (“P1”), protected health information (“PHI”) and/or
medical information (“MI”) shall comply with the encryption
standards set forth below. P1 is defined in California Civil Code
Section 1798.29(g). PHI is defined in Health Insurance
Portability and Accountability Act of 1996 (“HIPAA”), and
implementing regulations. MI is defined in California Civil
Code Section 56.05(j).
(i) Stored Data. CONTRACTOR’s and Subcontractors’

workstations and portable devices (e.g., mobile,
wearables, tablets, thumb drives, external hard drives)
require encryption (i.e. software and/or hardware) in
Page 26
PR-2020-240-50
accordance with: (a) Federal Information Processing

Standard Publication (FIPS) 140-2; (b) National Institute
of Standards and Technology (NIST) Special
Publication 800-57 Recommendation for Key
Management Part 1: General (Revision 3); (c) NIST
—
Special Publication 800-57 Recommendation for Key

Management — Part 2: Best Practices for Key
Management Organization; and (d) NIST Special
Publication 800-111 Guide to Storage Encryption
Technologies for End User Devices. Advanced
Encryption Standard (AES) with cipher strength of 256-
bit is minimally required.
(ii) Transmitted Data. All transmitted (e.g. network)

COUNTY P1, PHI and/or MI require encryption in
accordance with: (a) NIST Special Publication 800-52
Guidelines for the Selection and Use of Transport Layer
Security Implementations; and (b) NIST Special
Publication 800-57 Recommendation for Key
Management — Part 3: Application-Specific Key
Management Guidance. Secure Sockets Layer (SSL) is
minimally required with minimum cipher strength of 128-
bit.
(iii) Certification. COUNTY must receive within ten (10)

business days of its request, a certification from
CONTRACTOR (for itself and any Subcontractors) that
certifies and validates compliance with the encryption
standards set forth above. In addition, CONTRACTOR
shall maintain a copy of any validation/attestation
reports that its data encryption product(s) generate and
such reports shall be subject to audit in accordance with
the Contract. Failure on the part of the CONTRACTOR
to comply with any of the provisions of this Sub
paragraph 8.35.2 (Data Encryption) shall constitute a
material breach of this Contract upon which the
COUNTY may terminate or suspend this Contract.
b. Security Incident. A “Security Incident” shall mean the

attempted or successful unauthorized access, use,
disclosure, modification or interference with system
operations in an information system, as such term is defined
in 45 C.F.R. § 164.304.
(i) CONTRACTOR will promptly notify (but in no event

more than twenty-four (24) hours after the detection of a
Security Incident) the designated COUNTY security
contact by telephone and subsequently via written letter
of any potential or actual security attacks or Security
Incidents.
Page 27
PR-2020-240-51
(ii) The notice shall include the approximate date and time
of the occurrence and a summary of the relevant facts,
including a description of measures being taken to
address the occurrence. A Security Incident includes
instances in which internal personnel access systems in
excess of their user rights or use the systems
inappropriately.
(iii) CONTRACTOR will provide a monthly report of all

Security Incidents noting the actions taken. This will be
provided via a written letter to the COUNTY security
representative on or before the first (1st) week of each
calendar month. COUNTY or its third-party designee
may, but is not obligated, perform audits and security
tests of CONTRACTOR’s environment that may include,
but are not limited to, interviews of relevant personnel,
review of documentation, or technical inspection of
systems, as they relate to the receipt, maintenance, use,
retention, and authorized destruction of P1 and County
Confidential Information.
(iv) COUNTY reserves the right to view, upon request,

summary results (i.e., the number of high, medium and
low vulnerabilities) and related corrective action
schedule for which CONTRACTOR has undertaken on
its behalf to assess CONTRACTOR’s own network
security. If requested, copies of these summary results
and corrective action schedule will be sent to the
COUNTY security contact.
8.36.3 Return of Confidential Information
On COUNTY’s written request or upon expiration or termination

of this Contract for any reason, CONTRACTOR will promptly: (a)
return or destroy, at COUNTY’s option, all originals and copies of
all documents and materials it has received containing COUNTY’s
Confidential Information; (b) if return or destruction is not
permissible under applicable law, continue to protect such
information in accordance with the terms of this Contract; and (c)
deliver or destroy, at COUNTY’s option, all originals and copies of
all summaries, records, descriptions, modifications, negatives,
drawings, adoptions and other documents or materials, whether
in writing or in machine-readable form, prepared by
CONTRACTOR or, prepared under its direction, or at its request,
from the documents and materials referred to in Sub- paragraph
8.35.1, and provide a notarized written statement to COUNTY
certifying that all documents and materials referred to in
Subsection 8.35.1 have been delivered to COUNTY or destroyed,
as requested by COUNTY.
Page 28
PR-2020-240-52
837 PUBLIC RECORDS ACT
8.37.1 Any documents created specifically and exclusively for the

COUNTY submitted by the CONTRACTOR; all information
obtained in connection with the COUNTY’s right to audit and
inspect the CONTRACTOR’s documents, books, and accounting
records pursuant to sub-paragraph 8.38 Record Retention and
-
Inspection/Audit Settlement of this Contract; as well as any

documents which were required to be submitted in response to a
Request for Proposals (REP) if used in the solicitation process for
this Contract, become the exclusive property of the COUNTY. All
such documents become a matter bf public record and shall be
regarded as public records. Exceptions will be those elements
that meet the exceptions set forth in the California Government
Code Section 6250 et seq. (Public Records Act) and which are
marked “trade secret”, “confidential”, or “proprietary”. The
COUNTY shall not in any way be liable or responsible for the
disclosure of any such records including, without limitation, those
so marked, if disclosure is required by law, or by an order issued
by a court of competent jurisdiction.
8.37.2 In the event the COUNTY is required to defend an action on a

Public Records Act request for any of the aforementioned
documents, information, books, records, and/or contents of a
proposal marked “trade secret”, “confidential”, or “proprietary”, the
CONTRACTOR agrees to defend and indemnify the COUNTY
from all costs and expenses, including reasonable attorney’s fees,
in action or liability arising under the Public Records Act.
&38 PUBLICITY
8.38.1 The CONTRACTOR shall not disclose any details in connection

with this Contract to any person or entity except as may be
otherwise provided hereunder or required by law. However, in
recognizing the Contractor’s need to identify its services and
related clients to sustain itself, the COUNTY shall not inhibit the
CONTRACTOR from publishing its role under this Contract within
the following conditions:
• The CONTRACTOR shall develop all publicity material in a

professional manner; and
• During the term of this Contract, the CONTRACTOR shall not,
and shall not authorize another to, publish or disseminate any
commercial advertisements, press releases, feature articles,
or other materials using the name of the COUNTY without the
prior written consent of the COUNTY’s Project Manager. The
COUNTY shall not unreasonably withhold written consent.
Page 29
PR-2020-240-53
8.38.2 The CONTRACTOR may, without the prior written consent of

COUNTY, indicate in its proposals and sales materials that it has
been awarded this Contract with the County of Los Angeles,
provided that the requirements of this sub-paragraph
8.37 shall apply.
8.39 RECORD RETENTION AND INSPECTIONIAUDIT SETTLEMENT
The CONTRACTOR shall maintain accurate and complete financial records

of its activities and operations relating to this Contract in accordance with
generally accepted accounting principles. The CONTRACTOR shall also
maintain accurate and complete employment and other records relating to
its performance of this Contract. The CONTRACTOR~agrees that the
COUNTY, or its authorized representatives, shall have access to and the
right to examine, audit, excerpt, copy, or transcribe any pertinent transaction,
activity, or record relating to this Contract. All such material, including, but not
limited to, all financial records, bank statements, cancelled checks or other
proof of payment, timec~rds, sign-in/sign-out sheets and other time and
employment records, and proprietary data and information, shall be kept and
maintained by the CONTRACTOR and shall be made available to the
COUNTY during the term of this Contract and for a period of five (5) years
thereafter unless the COUNTY’s written permission is given to dispose of any
such material prior to such time. All such material shall be maintained by the
CONTRACTOR at a location in Los Angeles County, provided that if any
such material is located outside Los Angeles County, then, at the COUNTY’s
option, the CONTRACTOR shall pay the COUNTY for travel, per diem, and
other costs incurred by the COUNTY to examine, audit, excerpt, copy, or
transcribe such material at such other location.
8.39.1 In the event that an audit of the CONTRACTOR is conducted

specifically regarding this Contract by any Federal or State
auditor, or by any auditor or accountant employed by the
CONTRACTOR or otherwise, then the CONTRACTOR shall file
a copy of such audit report with the COUNTY’s Auditor-Controller
within thirty (30) days of the CONTRACTOR’s receipt thereof,
unless otherwise provided by applicable Federal or State law or
under this Contract. Subject to applicable law, the COUNTY shall
make a reasonable effort to maintain the confidentiality of such
audit report(s).
8.39.2 Failure on the part of the CONTRACTOR to comply with any of

the provisions of this sub-paragraph 8.38 shall constitute a
material breach of this Contract upon which the COUNTY may
terminate or suspend this Contract.
8.39.3 If, at any time during the term of this Contract or within five (5)
years after the expiration or termination of this Contract,
representatives of the COUNTY conduct an audit of the
CONTRACTOR regarding the work performed under this
Contract, and if such audit finds that the COUNTY’s dollar
Page 30
PR-2020-240-54
liability for any such work is less than payments made by the
COUNTY to the CONTRACTOR, then the difference shall be
either: a) repaid by the CONTRACTOR to the COUNTY by cash
payment upon demand or b) at the sole option of the COUNTY’s
Auditor-Controller, deducted from any amounts due to the
CONTRACTOR from the COUNTY, whether under this Contract
or otherwise. If such audit finds that the COUNTY’s dollar liability
for such work is more than the payments made by the COUNTY
to the CONTRACTOR, then the difference shall be paid to the
CONTRACTOR by the COUNTY by cash payment, provided that
in no event shall the COUNTY’s maximum obligation for this
Contract exceed the funds appropriated by the COUNTY for the
purpose of this Contract.
8.40 RECYCLED BOND PAPER
Consistent with the Board of Supervisors’ policy to reduce the amount of solid
waste deposited at the COUNTY landfills, the CONTRACTOR agrees to use
recycled-content paper to the maximum extent possible on this Contract.
8.41 SUBCONTRACTING
8.41.1 The requirements of this Contract may not be subcontracted by

the CONTRACTOR without the advance written approval of the
COUNTY. Any attempt by the CONTRACTOR to subcontract
without first obtaining prior written approval and the prior consent
of the COUNTY may be deemed a material breach of this
Contract.
8.41.2 If the CONTRACTOR desires to subcontract, the CONTRACTOR

shall provide the following information promptly to the COUNTY:
• A description of the work to be performed by the

Subcontractor;
• A draft copy of the proposed subcontract; and
• Other pertinent information and/or certifications requested by
the COUNTY.
8.41.3 The CONTRACTOR shall indemnify and hold the COUNTY

harmless with respect to the activities of each and every
Subcontractor in the same manner and to the same degree as if
such Subcontractor(s) were the CONTRACTOR employees.
8.41.4 The CONTRACTOR shall remain fully responsible for all

performances required of it under this Contract, including those
that the CONTRACTOR has determined to subcontract,
notwithstanding the COUNTY’s approval of the CONTRACTOR’s
proposed subcontract.
Page 31
PR-2020-240-55
8.41.5 The COUNTY’s consent to subcontract shall not waive the

COUNTY’s right to prior and continuing approval of any and all
personnel, including Subcontractor employees, providing
services under this Contract. The CONTRACTOR is responsible
to notify its Subcontractors of this COUNTY right.
8.41.6 The CONTRACTOR shall be solely liable and responsible for all
payments or other compensation to all Subcontractors and their
officers, employees, agents, and successors in interest arising
through services performed hereunder, notwithstanding the
COUNTY’s consent to subcontract.
8.41.7 CONTRACTOR shall include all Subcontractors as insureds

under Contractor’s own policies, or shall provide COUNTY with
each Subcontractor’s separate evidence of insurance coverage.
CONTRACTOR shall be responsible for verifying each
Subcontractor complies with the required insurance provisions set
forth in this Contract.
8.42 TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN

COMPLIANCE WITH COUNTY’S CHILD SUPPORT COMPLIANCE
PROG RAM
Failure of the CONTRACTOR to maintain compliance with the requirements

set forth in sub-paragraph 8.13 Contractor’s Warranty of Adherence to
-
COUNTY’s Child Support Compliance Program, shall constitute default

under this Contract. Without limiting the rights and remedies available to the
COUNTY under any other provision of this Contract, failure of the
CONTRACTOR to cure such default within ninety
(90) calendar days of written notice shall be grounds upon which the
COUNTY may terminate this Contract pursuant to sub-paragraph 8.44 -
Termination for Default and pursue debarment of the CONTRACTOR,

pursuant to County Code Chapter 2.202.
8.43 TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN

COMPLIANCE WITH COUNTY’S DEFAULTED PROPERTY TAX
PROGRAM
Failure of CONTRACTOR to maintain compliance with the requirements

set forth in sub-paragraph 8.14 Contractor’s Warranty of Compliance with
COUNTY’s Defaulted Property Tax Reduction Program, shall constitute
default under this contract. Without limiting the rights and remedies
available to COUNTY under any other provision of this contract, failure of
CONTRACTOR to cure such default within 10 days of notice shall be
grounds upon which COUNTY may terminate this contract and/or pursue
debarment of CONTRACTOR, pursuant to County Code Chapter 2.206.
Page 32
PR-2020-240-56
8.44 TERMINATION FOR CONVENIENCE
8.44.1 This Contract may be terminated, in whole or in part, from time to

time, when such action is deemed by the COUNTY, in its sole
discretion, to be in its best interest. Termination of work hereunder
shall be effected by notice of termination to the CONTRACTOR
specifying the extent to which performance of work is terminated
and the date upon which such termination k5ecomes effective. The
date upon which such termination becomes effective shall be no
less than ten (10) days after the notice is sent.
8.44.2 After receipt of a notice of termination and except as otherwise

directed by the COUNTY, the CONTRACTOR shall:
Stop work under this Contract on the date and to the extent
specified in such notice, and
• Complete performance of such part of the work as shall not
have been terminated by such notice.
8.44.3 After receipt of the Notice of Termination, CONTRACTOR shall

submit to COUNTY, in the form and with the certifications as may
be prescribed by COUNTY, its termination claim and invoice.
Such claim and invoice shall be submitted promptly, but not later
than three (3) months from the effective date of termination. Upon
failure of CONTRACTOR to submit its termination claim and
invoice within the time allowed, COUNTY may determine, on the
basis of information available to COUNTY, the amount, if any, due
to CONTRACTOR in respect to the termination and such
determination shall be final. After such determination is made,
COUNTY shall pay CONTRACTOR the amount so determined.
8.44.4 Subject to the provisions of the subparagraphs 8.43.1 and 8.43.2,

above, COUNTY and CONTRACTOR shall negotiate an
equitable amount to be paid to CONTRACTOR by reason of the
total or partial termination of work pursuant to this Paragraph.
Said amount may include a reasonable allowance for profit on
work done but shall not include an allowance on work terminated.
COUNTY shall pay the agreed amount; subject to other limitations
and provided that such amount shall not exceed the total funding
obligated under this Agreement as reduced by the amount of
payments otherwise made and as further reduced by the contract
price of work notterminated.
8.44.5 All material including books, records, documents, or other

evidence bearing on the costs and expenses of the
CONTRACTOR under this Contract shall be maintained by the
CONTRACTOR in accordance with sub-paragraph 8.38, Record
Retention & Inspection/Audit Settlement.
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PR-2020-240-57
8.45 TERMINATION FOR DEFAULT
8.45.1 The COUNTY may, by written notice to the Contractor, terminate

the whole or any part of this Contract, if, in the judgment of
COUNTY’s Project Manager:
CONTRACTOR has materially breached this Contract; or

CONTRACTOR fails to timely provide and/or satisfactorily
perform any task, deliverable, service, or other work required
either under this Contract; or
CONTRACTOR fails to demonstrate a high probability of timely
fulfillment of performance requirements under this Contract, or
of any obligations of this Contract and in either case, fails to
demonstrate convincing progress toward a cure within five (5)
working days (or such longer period as the COUNTY may
authorize in writing) after receipt of written notice from the
COUNTY specifying such failure.
8.45.2 In the event that the COUNTY terminates this Contract in whole
or in part as provided in sub-paragraph 8.44.1, the COUNTY may
procure, upon such terms and in such manner as the COUNTY
may deem appropriate, goods and services similar to those so
terminated. The CONTRACTOR shall be liable to the COUNTY
for any and all excess costs incurred by the COUNTY, as
determined by the COUNTY, for such similar goods and services.
The CONTRACTOR shall continue the performance of this
Contract to the extent not terminated under the provisions of this
sub-paragraph.
8.45.3 Except with respect to defaults of any Subcontractor, the

CONTRACTOR shall not be liable for any such excess costs of
the type identified in sub-paragraph 8.44.2 if its failure to perform
this Contract arises out of causes beyond the control and without
the fault or negligence of the Contractor. Such causes may
include, but are not limited to: acts of God or of the public enemy,
acts of the COUNTY in either its sovereign or contractual
capacity, acts of Federal or State governments in their sovereign
capacities, fires, floods, epidemics, quarantine restrictions,
strikes, freight embargoes, and unusually severe weather; but in
every case, the failure to perform must be beyond the control and
without the fault or negligence of the CONTRACTOR. If the failure
to perform is caused by the default of a Subcontractor, and if
such default arises out of causes beyond the control of both the
CONTRACTOR and Subcontractor, and without the fault or
negligence of either of them, the CONTRACTOR shall not be
liable for any such excess costs for failure to perform, unless the
goods or services to be furnished by the Subcontractor were
obtainable from other sources in sufficient time to permit the
CONTRACTOR to meet the required performance schedule.
As used in this
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PR-2020-240-58
paragraph 8.44, the terms “Subcontractor” and “Subcontractors”

mean Subcontractor(s) at any tier.
8.45.4 If, after the COUNTY has given notice of termination under the
provisions of this paragraph 8.44, it is determined by the COUNTY
that the CONTRACTOR was not in default under the provisions
of this paragraph 8.44, or that the default was excusable under
the provisions of sub-paragraph 8.44.3, the rights and obligations
of the parties shall be the same as if the notice of termination
had been issued pursuant to paragraph
8.43 Termination for Convenience.
-
8.45.5 The rights and remedies of the COUNTY provided in this

paragraph 8.44 shall not be exclusive and are in addition to any
other rights and remedies provided by law or under this Contract.
8.46 TERMINATION FOR IMPROPER CONSIDERATION
8.46.1 The COUNTY may, by written notice to the CONTRACTOR,

immediately terminate the right of the CONTRACTOR to proceed
under this Contract if it is found that consideration, in any form,
was offered or given by the CONTRACTOR, either directly or
through an intermediary, to any COUNTY officer, employee, or
agent with the intent of securing this Contract or securing
favorable treatment with respect to the award, amendment, or
extension of this Contract or the making of any determinations
with respect to the CONTRACTOR’s performance pursuant to
this Contract. In the event of such termination, the COUNTY shall
be entitled to pursue the same remedies against the
CONTRACTOR as it could pursue in the event of default by the
Contractor.
8.46.2 The CONTRACTOR shall immediately report any attempt by a

COUNTY officer or employee to solicit such improper
consideration. The report shall be made either to the COUNTY
manager charged with the supervision of the employee or to the
COUNTY Auditor-Controller’s Employee Fraud Hotline at (800)
544-6861.
8.46.3 Among other items, such improper consideration may take the
form of cash, discounts, service, the provision of travel or
entertainment, or tangible gifts.
8.47 TERMINATION FOR INSOLVENCY
8.47.1 The COUNTY may terminate this Contract forthwith in the event
- of the occurrence of any of the following:
• Insolvency of the CONTRACTOR. The CONTRACTOR shall

be deemed to be insolvent if it has ceased to pay its debts for
Page 35
PR-2020-240-59
at least sixty (60) days in the ordinary course of business or

cannot pay its debts as they become due, whether or not a
petition has been filed under the Federal Bankruptcy Code and
whether or not the CONTRACTOR is insolvent within the
meaning of the Federal Bankruptcy Code;
• The filing of a voluntary or involuntary petition regarding the
CONTRACTOR under the Federal Bankruptcy Code;
• The appointment of a Receiver or Trustee for the
CONTRACTOR; or
• The execution by the CONTRACTOR of a general
assignment for the benefit of creditors.
8.47.2 The rights and remedies of the COUNTY provided in this

paragraph 8.46 shall not be exclusive and are in addition to any
other rights and remedies provided by law or under this Contract.
8.48 TERMINATION FOR NON-ADHERENCE OF COUNTY LOBBYIST

ORDINANCE
The CONTRACTOR, and each County Lobbyist or County Lobbying firm as

defined in County Code Section 2.160.010 retained by the CONTRACTOR,
shall fully comply with the COUNTY’s Lobbyist Ordinance, County Code
Chapter 2.160. Failure on the part of the CONTRACTOR or any County
Lobbyist or County Lobbying firm retained by the CONTRACTOR to fully
comply with the COUNTY’s Lobbyist Ordinance shall constitute a material
breach of this Contract, upon which the COUNTY may in its sole discretion,
immediately terminate or suspend this Contract.
8.49 TERMINATION FOR NON-APPROPRIATION OF FUNDS
Notwithstanding any other provision of this Contract, the COUNTY shall not
be obligated for the CONTRACTOR’s performance hereunder or by any
provision of this Contract during any of the COUNTY’s future fiscal years
unless and until the COUNTY’s Board of Supervisors appropriates funds for
this Contract in the COUNTY’s budget for each such future fiscal year. In the
event that funds are not appropriated for this Contract, then this Contract
shall terminate as of June 30 of the last fiscal year for which funds were
appropriated. The COUNTY shall notify the CONTRACTOR in writing of any
such non-allocation of funds at the earliest possible date.
8.50 VALIDITY
If any provision of this Contract or the application thereof to any person or

circumstance is held invalid, the remainder of this Contract and the
application of such provision to other persons or circumstances shall not be
affected thereby.
Page 36
PR-2020-240-60
8.51 WAIVER
No waiver by the COUNTY of any breach of any provision of this Contract

shall constitute a waiver of any other breach or of such provision. Failure of
the COUNTY to enforce at any time, or from time to time, any provision of
this Contract shall not be construed as a waiver thereof. The rights and
remedies set forth in this paragraph 8.50 shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this
Contract.
8.52 WARRANTY AGAINST CONTINGENT FEES
8.52.1 The CONTRACTOR warrants that no person or selling agency

has been employed or retained to solicit or secure this Contract
upon any Contract or understanding for a commission,
percentage, brokerage, or contingent fee, excepting bona fide
employees or bona fide established commercial or selling
agencies maintained by the CONTRACTOR for the purpose of
securing business.
8.52.2 For breach of this warranty, the COUNTY shall have the right to
terminate this Contract and, at its sole discretion, deduct from the
Contract price or consideration, or otherwise recover, the full
amount of such commission, percentage, brokerage, or
contingent fee.
8.53 COUNTY LOBBYISTS
Each County lobbyist as defined in Los Angeles County Code Section

2.160.010, retained by CONTRACTOR, shall fully comply with the
COUNTY Lobbyist Ordinance, Los Angeles County Code Chapter 2.160.
Failure on the part of any COUNTY lobbyist retained by CONTRACTOR to
fully comply with the COUNTY Lobbyist Ordinance shall constitute a
material breach of this Contract upon which COUNTY may immediately
terminate or suspend this Contract. CONTRACTOR shall comply with all
conflict of interest laws, ordinances and regulations now in effect or
hereafter to be enacted during the term of this Agreement. CONTRACTOR
warrants that it is not now aware of any facts which do or could create a
conflict of interest, If CONTRACTOR hereafter becomes aware of any facts
which might reasonably be expected to create a conflict of interest, it shall
immediately make full written disclosure of such facts to COUNTY. Full
written disclosure shall include, but is not limited to, identification of all
persons implicated and a complete description of all relevant
circumstances.
8.54 PROHIBITION FROM INVOLVEMENT IN THE BIDDING PROCESS OF

FUTURE RFPs
CONTRACTOR understands and agrees that neither CONTRACTOR nor

its subsidiaries shall be involved in any way in the bidding process on any
Request for Proposals (RFPs) developed or prepared by or with the
Page 37
PR-2020-240-61
assistance of CONTRACTOR’s services rendered pursuant to this

Agreement, whether as a prime contractor or subconsultant, or as a
contractor to any other prime contractor or subconsultant. Any such
involvement by CONTRACTOR shall result in the rejection by COUNTY of
the bid or proposal by the prime contractor in question.
8.55 PROPRIETARY RIGHTS
All materials prepared by CONTRACTOR specifically and exclusively for

COUNTY pursuant to this Agreement (the “Work”) shall be owned
exclusively by COUNTY, provided that CONTRACTOR shall retain all
copyright, patent and other intellectual property rights in the methodologies,
methods of analysis, ideas, concepts, knowhow, models, tools, techniques,
skills, knowledge and experience (“Intellectual Property”) owned or
possessed by CONTRACTOR before the commencement of the
performance of the services pursuant to the Agreement, as well as any
Intellectual Property developed or acquired solely by CONTRACTOR
during or after the performance of the services pursuant to this Agreement
(collectively, “Contractor’s Intellectual Property”). CONTRACTOR shall not
be restricted in any way with respect to Contractor’s Intellectual Property.
To the extent any Work incorporates any of Contractor’s Intellectual
Property, CONTRACTOR hereby grants to COUNTY a non~exclusive,
nontransferable perpetual right to use such Intellectual Property solely for
purposes of utilizing the Work internally in accordance with the terms of this
Agreement, provided that COUNTY shall be responsible for, and
CONTRACTOR shall have no liability with respect to, modifications made
by any person other than CONTRACTOR to the Work or to Contractor’s
Intellectual Property. COUNTY shall retain ownership of any Intellectual
Property owned or possessed by COUNTY before the commencement of
the performance of the services pursuant to the Agreement, as well as any
Intellectual Property developed or acquired solely by COUNTY during or
after the performance of the services pursuant to this Agreement
(collectively, “County’s Intellectual Property”). To the extent that any
Intellectual Property is developed jointly by both CONTRACTOR and
COUNTY, both parties reserve their rights thereto. Absent a written
agreement to the contrary, the parties will jointly own any patent on which
at least one employee from the CONTRACTOR and one employee from
the COUNTY are deemed, as a matter of U.S. patent law, to be co
inventors, and/or any copyright to which at least one employee from the
CONTRACTOR and one employee from the county have contributed, as a
matter of U.S. copyright law, copyrightable subject matter. Each party shall
have the right to use all jointly owned Intellectual Property without any duty
to remunerate or account for such use to the other party, but neither party
shall have the right to transfer, license, hypothecate or otherwise alienate,
or to enforce against a third party, any jointly owned Intellectual Property
without the express written consent of the other party.
Page 38
PR-2020-240-62
8.56 LICENSES, PERMITS, REGISTRATIONS AND CERTIFICATES
CONSULTANT shall obtain and maintain in effect during the term of this
Agreement, all licenses, permits, registrations and certificates, if any,
required by law, which are applicable to the performance of this Agreement,
and shall further ensure that all of its officers, employees and agents who
perform services hereunder obtain and maintain in effect during the term of
this Agreement, all licenses, permits, registrations and certificates required
by law which are applicable to their performance of services hereunder.
8.57 COUNTERPARTS
This Agreement may be executed in counterparts, each of which so

executed shall, irrespective of the date of its execution and delivery,
be deemed an original, and all such counterparts together shall constitute
one and the same instrument.
8.58 TIME OFF FOR VOTING
The Contractor shall notify its employees, and shall require each
subcontractor to notify and provide to its employees, information regarding
the time off for voting law (Elections Code Section 14000). Not less than 10
days before every statewide election, every Contractor and subcontractor
shall keep posted conspicuously at the place of work, if practicable, or
elsewhere where it can be seen as employees come or go to their place of
work, a notice setting forth the provisions of Section 14000.
8.59 COMPLIANCE WITH COUNTY’S ZERO TOLERANCE POLICY ON

HUMAN TRAFFICKING
Contractor acknowledges that the County has established a Zero

Tolerance Human Trafficking Policy prohibiting contractors from engaging
in human trafficking.
If a Contractor or member of Contractor’s staff is convicted of a human

trafficking offense, the County shall require that the Contractor or member
of Contractor’s staff be removed immediately from performing services
under the Contract. County will not be under any obligation to disclose
confidential information regarding the offenses other than those required
by law.
Disqualification of any member of Contractor’s staff pursuant to this

paragraph shall not relieve Contractor of its obligation to complete all work
in accordance with the terms and conditions of this Contract.
8.60 COMPLIANCE WITH FAIR CHANCE EMPLOYMENT PRACTICES
CONTRACTOR shall comply with fair chance employment hiring practices

set forth in California Government Code Section 12952,
Page 39
PR-2020-240-63
Employment Discrimination: Conviction History. CONTRACTOR’s violation

of this paragraph of the Contract may constitute a material breach of the
Contract. In the event of such material breach, COUNTY may, in its sole
discretion, terminate the Contract.
8.61 COMPLIANCE WITH THE COUNTY POLICY OF EQUITY
The CONTRACTOR acknowledges that the COUNTY takes its

commitment to preserving the dignity and professionalism of the workplace
very seriously, as set forth in the County Policy of Equity
(CPOE)(https://ceop. lacounty.qov/wp
content/uploads/20 1 8/03/PolicyOfEguity pdf). The CONTRACTOR further
acknowledges that the COUNTY strives to provide a workplace free from
discrimination, harassment, retaliation and inappropriate conduct based on
a protected characteristic, and which may violate the CPOE. The
CONTRACTOR, its employees and subcontractors acknowledge and
certify receipt and understanding of the CPOE. Failure of the
CONTRACTOR, its employees or its subcontractors to uphold the
COUNTY’s expectations of a workplace free from harassment and
discrimination, including inappropriate conduct based on a protected
characteristic, may subject the CONTRACTOR to termination of
contractual agreements as well as civil liability.
9.0 UNIQUE TERMS AND CONDITIONS
9.1 HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT

OF 1996 (HIPAA)
9.1.1 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/patient information. Accordingly, Contractor shall
instruct its officers, employees, and agents, that they are not to
pursue, or gain access to, patient medical records/patient information
for any reason whatsoever.
9.1.2 Notwithstanding the forgoing, the parties acknowledge that in the
course of the provision of services hereunder, Contractor or its
officers, employees, and agents, may have inadvertent access to
patient medical records/patient information. Contractor understands
and agrees that neither it nor its officers, employees, or agents, are
to take advantage of such access for any purpose whatsoever.
9.1.3 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 County 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 harmless
County, its officers, employees, and agents, from and against any
and all liability, including but not limited to, actions, claims, costs,
demands, expenses, and fees
Page 40
PR-2020-240-64
(including attorney and expert witness fees) arising from or

connected with Contractor’s or its officers’, employees’, or agents’,
access to patient medical records/patient information. Contractor
agrees to provide appropriate training to its employees regarding
their obligations as described hereinabove.
9.2 FEMA REQUIREMENTS

This Agreement/Contract is subject to federal reimbursement requirements
of the Federal Emergency Management Agency (FEMA). All FEMA grant
programs are subject to the federal procurement standards found at 2
C.F.R. §~ 200.317 200.326. The County and the Contractor therefore
—
agree to the terms of Exhibit I, Federal Provisions COVID-1 9.

—
/1/
/1/
/1/
Page 41
PR-2020-240-65
INTENT ONALLY L FT BLA K
Page 42
PR-2020-240-66
IN WITNESS THEREOF, COUNTY has caused this Contract to be executed by the

Chief Executive Officer. CONTRACTOR has caused this Contract to be executed by its
duly authorized representative.
By ~41~J1A ~ ~444~-’ Date

~‘S CHIA.HA Al
Chief Executive Officer
By
ARLENE BARRERA
Auditor-Controller
APPROVED AS TO FORM:
MARY C. WICKHAM
County Counsel
By
bepi~ Courcty Counsel
By ≤EE A77AcH~D
KRISTEN CALOCA
Page 43
PR-2020-240-67
DELEGATED A UTHORITY AGREEMENT CONTRACT NUMBER: AO-20-014
IN WITNESS THEREOF, COUNTY has caused this Contract to be executed by the Chief
Executive Officer. CONTRACTOR has caused this Contract to be executed by its duly
authorized representative.
By____________________________ Date_______________
SACHI A. HAMAI
Chief Executive Officer
By__________________ By
CELIA ZAVALA ARLENE BARRERA
Executive Officer Auditor-Controller
Board of Supervisors
MARY C. WICKHAM
County Counsel
By
County Counsel
By
Page 43
PR-2020-240-68
INTENTIONALLY LE T : LANK
Page 44
PR-2020-240-69
INTEN IONALL Y LEFT BLANK
Page 45 PR-2020-240-70
EXHIBIT A
STATEMENT OF WORK
Mercury Public Affairs-Consulting Services
OVERVIEW
As the COVID-1 9 public health crisis continues, Los Angeles County has an urgent need to
communicate with its more than 10 million residents with real-time, potentially life-saving
information during the COVID-19 public health crisis. The County’s mission and
responsibility is to push out timely, accurate and helpful public information in multiple
languages and with cultural fluency and sensitivity. This outreach is an integral part of the
County’s emergency response to slow community spread of the virus and save lives. With
Safer at Home orders extended through May 15, these communications become more urgent
to ensure public understanding and compliance. Because the scope of this unprecedented
crisis outstrips the capacity of the County’s in-house communications network, the County
requires specialized communications support to achieve its mission. This agreement will
augment and support the extensive communications responsibilities of the Joint Information
Center (JIC), which was convened to perform outreach on all aspects of the COVID-19
emergency as part of the County Emergency Operations Center.
Among the JIC’s responsibilities are coordinating and conducting regular briefings for the
media and the public; communicating with and engaging 113,000 County employees;
coordinating with 36 County departments to help them communicate new and existing
program and service changes affected by COVID-19; designing and maintaining a widely-
used, public-facing website devoted to all aspects of the County’s response to the crisis;
creating extensive content for widely-used social media accounts; producing a large volume
of video content and photos; coordinating translation of materials; responding to a heavy
volume of media requests; and coordinating and engaging with more than 18,000 external
stakeholders, including city officials, chambers of commerce and business associations,
nonprofit organizations, service providers, faith-based organizations and others.
SCOPE OF WORK
Because of the need to communicate effectively with diverse communities and stakeholders
on multiple platforms, consultant will perform assignments to support the Joint Information
Center, including but not limited to the following:
Multicultural and Ethnic Outreach and Communications
• Develop and implement a multicultural and ethnic outreach plan to reach diverse
audiences throughout Los Angeles County, especially those disproportionately
affected by COVID-19 medically or economically, to ensure they are informed of
relevant health and safety information, as well as access to programs and services.
This plan will include earned media; materials for County-owned channels and
platforms; and paid media, that may include social, broadcast and streaming radio,
and/or print outlets
• Provide and execute updates to the multicultural and ethnic outreach plan as new
communications needs arise
Page 46
PR-2020-240-71
• Develop communications materials for multiple platforms in all 13 County threshold
languages, as well as materials in other languages as needed, and work with
subcontractors and ethnic media outlets, as appropriate
• Recruit and deploy non-County messengers, celebrity influencers and other

surrogates to serve as trusted community messengers for County messaging
Special Communications Projects
• Create motion graphics and other collateral as assigned to reach specialized

audiences with targeted digital messages
• Subcontract for translation services as needed to meet the linguistic needs of
communities
• Develop messaging tailored to the unique needs of specific audience groups by
age, geographic location, and ethnicity based on their attitudes and perceptions
regarding the pandemic and behaviour change needed for staying healthy
• Identify third party validators and other channels by which to reach audiences that
may not trust the County as a messenger, particularly where we need to drive a
behaviour change in response to the pandemic (like physical distancing)
• Organize, implement and manage a paid digital outreach campaign to reach and
raise awareness among Los Angeles County residents
Department of Health Services (DHS) Strategic Communications Coordination with

JIC
• In support of DHS’s vital role as part of the JIC and in responding to the pandemic,
augment DHS’s public information capacity for public messaging and presentation
of vital information about testing, health care system capacity and readiness
• Assist in research and responses to a heavy volume of DHS media inquiries and
development of media briefings
• Support DHS with talking points, PowerPoints and other materials for public
outreach and communications
• Help develop messaging and talking points and departmental spokespeople for
interviews, develop press releases, media advisories and other materials as
needed
• Assist with development of internal communications to DHS staff
External Affairs
• Provide proactive strategic counsel and implementation of messaging around the

recovery and reopening of Los Angeles County facilities and the broader business
community, including small businesses and their employees
• Provide proactive strategic counsel and implementation for outreach to
municipalities regarding the site selection of medical sheltering sites and other
temporary housing sites for vulnerable people during the pandemic
• Develop talking points, PowerPoints and other materials for public outreach and
communications for virtual town halls or other formats
• Help organize virtual town halls as needed
• Help develop messaging and talking points and prepare spokespeople for
interviews, develop press releases, media advisories and other materials as
needed surrounding selection of housing sites
Page 47
PR-2020-240-72
• Help coordinate messaging and outreach among various entities within the County
and other jurisdictions
• Provide additional communications, public outreach and local government
engagement support as needed throughout the pandemic related to medical
sheltering and temporary housing for vulnerable people
Media Relations
• Support heavy volume of media interviews and requests for information,

coordinating with relevant County entities as needed on response
• Develop and distribute daily media clips summary with focus on County needs,
issues and its response to the pandemic
• Create daily summary of all information from daily briefing presentations, turning
these into resource documents and press releases as needed
• Provide notes on other briefings by other key partner entities
• Staff the centralized PlO email account by monitoring and responding to reporter
inquiries
• Assist in developing statements and press releases, as assigned
• Help coordinate spokespeople from various County departments and agencies as
needed for media briefings and interviews
Research, Writing & Messaging
• Develop fact sheets, outreach materials, scripts, talking points and other written
materials across a broad range of topical areas ranging from testing sites to
sheltering of vulnerable residents to consumer affairs, as assigned
• Develop content for website and social media as directed
• Interview technical experts and modify language to be more accessible for the
general populations
• Develop collateral materials for various audiences based on emerging messaging
needs
Page 48
PR-2020-240-73
EXHIBIT B
PRICING SCHEDULE
MAXIMUM NOT TO EXCEED CONTRACT COSTISET FEE: $850,000 for services rendered
consistent with the Statement of Work/Deliverables (Exhibit A) during the term of this Agreement at
the direction of the County Project Manager. Payment shall be made in arrears in a manner subject
to the conditions as set forth here and in Paragraph 5.0, Contract Sum, of this Contract. Any costs
incurred to complete this project in excess of the maximum not-to-exceed cost shall be borne by the
Contractor.
Payment Schedule:
Contractor shall invoice the County on a monthly basis as specified in the agreement. Contractor’s
invoices shall be based on the percentage of each line item completed in each month. The budget
line item listed below align with all the tasks and deliverables in Statement of Work (Exhibit A). The
County Project Manager will review the invoice and verify that the Contractor has completed the
specified percentage of each line item as identified in the invoice. Contractor shall be reimbursed
for any advertising buys at the actual cost of the advertising. Each advertising buy must be included
in one of the line items below. Total Contractor billing cannot exceed the cost for each line item.
Line Item Cost

1 Multicultural and Ethnic Outreach and Communications $350,000
2 Special Communications Projects $100,000
3 Department of Health Services Strategic Communications Coordination with $150,000

JIC
4 ExternalAffairs $100,000
5 Media Relations $75,000
6 Research, Writing & Messaging $75,000
~: ~ r~8~fJ~øI
*The County Project Manager may re-allocate funds between the line items above through written.
notification to the Contractor, but any re-allocations cannot change the total contract sum.
Page 48
PR-2020-240-74
EXHIBIT C
CONTRACTOR’S EEO CERTIFICATION
Contractor Name
Address
Internal Revenue Service Employer Identification Number
GENERAL CERTIFICATION
In accordance with Section 4.32.010 of the Code of the County of Los Angeles, the
contractor, supplier, or vendor certifies and agrees that all persons employed by such fi~
its affiliates, subsidiaries, or holding companies are and will be treated equally by the firm
without regard to or because of race, religion, ancestry, national origin, or sex and in
compliance with all anti-discrimination laws of the United States of America and the State
of California.
CONTRACTORS SPECIFIC CERTIFICATIONS
1. The Contractor has a written policy statement prohibiting Yes LI No LI

discrimination in all phases of employment.
2. The Contractor periodically conducts a self analysis Yes LI No LI
or utilization analysis of its work force.
3. The Contractor has a system for determining if Yes LI No LI
its employment practices are discriminatory
against protected groups.
4. Where problem areas are identified in employment Yes LI No LI
practices, the Contractor has a system for taking
reasonable corrective action, to include
establishment of goals or timetables.
Authorized Official’s Printed Name and Title
Authorized Official’s Signature Date
Page 49
PR-2020-240-75
EXHIBIT D
Page 1 of 2
CONSULTANT EMPLOYEE ACKNOWLEDGMENT

AND CONFIDENTIALITY AGREEMENT
General Information
Your employer, has entered into a contract with the County of Los
,
Angeles to provide various services to the County. Therefore, we need your signature on
this consultant employee acknowledgment and confidentially agreement.
Employer Acknowledgment
I understand that is my sole employer for purposes of this

Agreement.
I understand and agree that I am not an employee of Los Angeles County for any purpose
and that I do not have and will not acquire any rights or benefits of any kind from the
County of Los Angeles during the period of this employment.
I understand and agree that I do not have and will not acquire any rights or benefits
pursuant to any agreement between my employer, and the County of
,
Los Angeles.
____________________ (Initial and date)

Confidentiality Agreement
As an employee of ,you may be involved with work pertaining to

County services, and, if so, you may have access to confidential data pertaining to persons
and/or entities represented by the County of Los Angeles. The County has a legal
obligation to protect all confidential data in its possession, especially data concerning
health, criminal and welfare recipient as well as that protected by the attorney/client
privilege. Consequently, you must sign this Confidentiality Agreement for the County of
Los Angeles.
Please read the attached Agreement and take due time to consider it prior to signing.
Page 50
PR-2020-240-76
EXHIBIT D
Page 2 of 2
CONSULTANT EMPLOYEE ACKNOWLEDGMENT AND

CONFIDENTIALITY AGREEMENT
I hereby agree that I will not divulge to any unauthorized person, data obtained while
performing work pursuant to the contract between and the County of
Los Angeles.
I agree to forward all requests for the release of information received by me to my

immediate supervisor.
I have been informed by my employer of Article 9 of Chapter 4 of Division 3 (Commencing

with 6150) of the California Business and Professions Code (i.e. State Bar Act provisions
regarding unlawful solicitations as a runner or capper for attorneys) which states:
• It is unlawful for any person, in his individual capacity or in his capacity as a public or
.
private employee, or for any firm, corporation or partnership or association to act as a

runner or capper for any such attorneys to solicit any business for such attorneys. .
I have also been informed by my employer of Labor Code Section 3219 (i.e. provisions
stating it is a felony to offer compensation to claims adjusters and/or for adjusters to accept
compensation) which states:
any person acting individually or through his or her employee or agents, who offers
or delivers any rebate, refund, commission, preference, patronage, dividend, discount, or
other consideration to any adjuster of claims for compensation, as defined in Section 3207,
as compensation, inducement, or reward for the referral or settlement of any claim, is
guilty of a felony..
I agree to report any and all violations of the above by any other person and/or by myself
to my immediate supervisor, and I agree to ensure that said supervisor reports such
violation to the County of Los Angeles, Department of Human Resources. I agree to return
all confidential materials to my immediate supervisor upon termination of my employment
with or upon completion of the presently
assigned work task, whichever occurs first.
I acknowledge that violation of this Agreement & Acknowledgment may subject me to civil
and/or criminal action and that the County of Los Angeles will seek all possible legal
redress.
Signature____________________________________ Dated
Printed Name ___________________________________________
Position/Title
Page 51
PR-2020-240-77
EXHIBIT E
INVITATION FOR BIDIREQUEST FOR PROPOSAL

GROUNDS FOR REJECTION
Los Angeles County Code Chapter 2.180.010, Certain Contracts Prohibited, sets forth,
among other things, the following:
Notwithstanding 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 justify the approval
of such contract:
a) Employees of the County or of public agencies for which the Board of Supervisors
is the governing body;
b) Profit making firms or businesses in which employees described in subsection (a)

serve as officers, principals, partners or major shareholders;
c) Persons who, within the immediately preceding twelve (12) months, came within
the provisions of subsection (a), and who (1) were employed in positions of
substantial responsibility in the area of service to be performed by the Consultant,
or (2) participated in any way in developing the Contract or its service
specifications; and
d) Profit making firms or businesses in which the former employees described in

subsection (c) serve as officers, principals, partners or majorshareholders.
Consultant hereby certifies that personnel who developed and/or participated in the
preparation of the Contract do not fall within the scope of Code Section 2.180.010 as
outlined above.
Typed Name and Title of Signer
Signature Date
Page 52
PR-2020-240-78
EXHIBIT F
a a,
I
a, F
Babies can be safi’lv turrendered

to any hospital or fire station in Los Angeles County
In Los Angeles County: 1 -8fl-BABY SAFE • 1-877-222-9723

www.babysaf la.org
Page 52
PR-2020-240-79
In Los Angeles County 1’877-BABY SAFE • 1477~222.9723
www.babyma1&a,or~
Safel Surrendered H does it worl.

A digressed 1arent who is unable or
Does the parent or surrendering
adult have to toll anythIng to the
aby ~aw unwilling to care for a baby can legally,
confidentially, and safely surrender a
people taking the baby?
No. However, hospital it fur station
baby within three slats ( 2 hours) of personnel will irk the suitendeiing party
birth. The baby must be handed to an to fill our a questionnaite designed to
What Is the Safely employee at a hospital or lire station in gather important medical history
Sllrrenuered Baby Law? Lot Angeles County. As king as the baby tnlormatiots. which is twit useful ii
shows no sign ~f abuse or neglect. no canng for the Isahv. The questionnaire
California’s Safely Surrendered name or other information is required. includes a business repls’ envelope arid
In case the rarent changes hi~ or het can he sent in si a later rime.
Baby Law allows parents or mind at a later date and wants the hab)
hack. staff will use bracelets to heir What happens to a baby
other persons, ‘Hi lawful
connect them to each other. One The hiahe will he e~amiiied and given
8abi ii,;
c ody, which means anyone bracelet will he placeil on the hahs~ aiid medical tretitme,tc. Upon release from
a matching bracelet will he given to the the hospital, soctal woikets inimediaiels
safrly to whom the parent has given parent or other sutreisdering adult. place the baby in a sale .atssl loving home
and begin the adoption ~nocess.
.surirndered pemiisslon to confidentially What If a parent wants
surrender a baby. As long as the baby back~ What happens to the parent
(J~t~!ff~ ‘‘~“Y Pai~nts who change their minds can or surrendering adult?
thebabyls reedays(72 begin the process of reclaiming their Once the parent or suiiendeting
oqiiral o,fir baby within 14 days. These parents adult surrenders the baby to hospital
hours) of age or younger and should call the Los Angeles County or fire srstioii perssitiliel, tiles ntis’
Sti’ltiOn ~ has not been abused or Department of Children and Family leave at ant time.
Services at 1-800-540-4000.
Los ‘ig k’ neglected, the baby may be Why Is California doing Is’
only a parent The purpose of the Safely Surrendered
bring In the baby Baby Law is to protect babies from
County surrendered without fear of No. ‘Vhile in most cases a parent will being abandoned, husuit or killed Its theii
arrest or prosecution bring in the baby, the Law allows othei parents. ‘iou mas have heard tragic
people to bring in the baby if they have stories of babies left in slumpriers or
lawful custod). public bathrooms Their patents may
have been under sevrte emotional
Every batiy deserves a chonce for a healthy Does the parent or surrendering distress. The mothers may have hidden
adul have to call before bringing theit piegnaiis.ies., leatfuul ofsvh~t would
/~fe lfcotneone you kn,,w is cuwideriug In ebaby’ happen if their lamiliec hound out
No. A parent or surrendering adult can Because thus wete afraid .atid liii no
abiindo~iiiig a tm/n, let l,er knou, there the bring in a hairs anytime, 24 bouts a day. one or nowhere to turn for help thes
other opmme. For I/fret’ days (72 hours,) days a week, as long as the parent or abandoned iheir halite, \lr.iiidoiiuiig a
surrendering adult surrenders the baby baby is illegal and plates the hairs iii
after btrils a baby can be surrendered to to someone who works at the hospital extreme danger Too often, ii results in
or fire station. the hahys iletithi. The Safely Surrendered
riaffat any Ins rpiial or fire cralzon 171
Bah~ Law prevents this urageds Itonu
L~s Augs’kc County. ever happening again in Caltfiitntts.
A ba )~cstory
Early in the morning on April 9, 2005. a healthy baby boy was tafely suirendered to nurses at Harbor
UCL.A Medical CcnterThr woman who brought the baby to the hospital identified herself as the babys aunt
and stated the baby’s mother had aslced her to bring the baby to the hospital on her behalf. The aunt was given a
bracelet with a number matching the snidet placed on the baby; thus would provide some identification in the event the
mother changed her mind about surrendering the baby and wished to reclaim the baby in the 14-day period allowed by thc
law. The aunt was also ptovided with a medical questionnaire and said she would have the mother complete and mail hack in
the stamped return envelope provided. The baby was examined by medkal staff and pronounced healthy and full term. He wits placed
with a loving f~mil rh~t had been approved to adopt him by the Department oIChildreri and Family Services.
Page 53
PR-2020-240-80
EXHIBIT G
CONSULTANT NON-EMPLOYEE ACKNOWLEDGEMENT AND CONFIDENTIALITY AGREEMENT
Consultant Name________________________ Contract No. _____________________
Non-Employee Name _____________________________________________________
GENERAL INFORMATION:
The Consultant referenced above has entered into a contract with the County of Los
Angeles to provide certain services to the County. The County requires your signature on
this Consultant Non-Employee Acknowledgement and Confidentiality Agreement.
NON-EMPLOYEE ACKNOWLEDGEMENT:
I understand and agree that the Consultant referenced above has exclusive control for
purposes of the above-referenced contract. I understand and agree that I must rely
exclusively upon the Consultant referenced above 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 contract.
I understand and agree that I am not an employee of the County of Los Angeles 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 contract. 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 Angeles.
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 contract 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 contract.
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 entities receiving services from the County. In addition, I may also have access to
proprietary information supplied 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 concerning 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 the above-referenced Consultant for the County. I have read this agreement
and have taken due time to consider it prior to signing.
Page 54
PR-2020-240-81
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 contract between the
above-referenced Consultant and the County of Los Angeles. I agree to forward all
requests for the release of any data or information received by me to the above- referenced
Consultant.
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, programs, formats, documentation, Consultant proprietary
information, and all other original materials produced, created, or provided to or by me under
the above-referenced contract. I agree to protect these confidential materials against
disclosure to other than the above-referenced Consultant or County employees who have a
need to know the information. I agree that if proprietary information supplied by other County
vendors is provided to me, I shall keep such information confidential.
I agree to report to the above-referenced Consultant any and all violations of this agreement
by myself and/or by any other person of whom I become aware. I agree to return all
confidential materials to the above-referenced Consultant upon completion of this contract
or termination of my services hereunder, whichever occurs first.
SIGNATURE: -
PRINTED NAME:.
POSITION:
Page 55
PR-2020-240-82
EXHIBIT H
COMPLIANCE WITH FAIR CHANCE EMPLOYMENT HIRING PRACTICES

CERTIFICATION
Company Name:
Company Address:
City: State: Zip Code:
Telephone Number: Email address:
Solicitation/Contract for Services
PROPOSERICONTRACTOR CERTIFICATION
The Los Angeles County Board of Supervisors approved a Fair Chance

Employment Policy in an effort to remove job barriers for individuals with criminal
records. The policy requires businesses that contract with the County to comply
with fair chance employment hiring practices set forth in California Government
Code Section 12952, Employment Discrimination: Conviction History (California
Government Code Section 12952), effective January 1, 2018.
Proposer/Contractor acknowledges and certifies compliance with fair chance

employment hiring practices set forth in. California Government Code Section
12952 and agrees that proposer/contractor and staff performing work under the
Contract will be in compliance. Proposer/Contractor further acknowledges that
noncompliance with fair chance employment practices set forth in California
Government Code Section 12952 may result in rejection of any proposal, or
termination of any resultant Contract, at the sole judgment of the County.
I declare under penalty of perjury under the laws of the State of California
that the information herein is true and correct and that I am authorized to
represent this company.
Print Name: Title:
Signature: Date:
Page 56
PR-2020-240-83
EXHIBIT I
FEDERAL PROVISIONS — COVI D-19
1. Remedies: Unless otherwise expressly provided herein, the rights and remedies hereunder are in
~ddition to, and not in limitation of, other rights and remedies underthe Agreement, at law or in equity,
~nd exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
2. Clean Air Act: The Vendor agrees to comply with all applicable standards, orders, or
regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. Section 7401et seq.
The Vendor agrees to report each violation to the County and understands and agrees that the
County will, in turn, report each violation as required to assure notification to the California
GoverhorTs Office of Emergency Services, Federal Emergency Management Agency (FEMA), and
the appropriate Environmental Protection Agency Regional Office.
The Vendor agrees to include these requirements in each subcontract exceeding

$150,000 financed in whole or in part with Federal assistance provided by FEMA.
3. Federal Water Pollution Control Act: The Vendor agrees to comply with all applicable standards,
orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33
U.S.C. Sections 1251 et seq.
The Vendor agrees to report each violation to the County and understands and agrees that the County
will, in turn, report each violation as required to assure notification to the Federal Emergency
Management Agency (FEMA), and the appropriate Environmental ProtectioftAgency Regional Office.
The Vendor agrees to include these requirements in each subcontract exceeding $150,000 financed in
whole or in part with Federal assistance provided by FEMA.
4. Debarment and Suspension Clause: This Agreement is a covered transaction for purposes of 2
C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the Vendor is required to verify that none of the Vendor,
its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded
(defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
The Vendor 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.
This certification is a material representation of fact relied upon by the County. If it is later determined
that the Vendor 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 County, the Federal Government may pursue available remedies,
including but not limited to suspension and/or debarment.
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
compliance in its lower tier covered transactions.
HOA. 102829318.1
PR-2020-240-84
Page 57
EXHIBIT I
5. Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended): Vendors who apply or bid for
an award of $100,000 or more shall file the required certification. Each tier certifies to the tier
above that it will not and has not used Federal appropriated funds to pay any person or organization
for influencing or attempting to influence an officer or employee of any agency, a member of
Congress, officer or employee of Congress, or an employee of a member of Congress in connection
with obtaining any Federal contract, grant, or any otheraward covered by3lU.S.C. § 1352. Each tier
shall also disclose any lobbying with non- Federal funds that takes place in connection with obtaining
any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn
will forward the certification(s) to the County.
APPENDIX A, 44 C.F.R. PART 18- CERTIFICATION REGARDING LOBBYING
The undersigned [Vendor] certifies, to the best of his or her knowledge, that:
A. 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 awarding of any Federal contract, the making of any
Federal grant, the making of any Federal loan, the entering into of any cooperative agreement,
and the extension, continuation, renewal, amendment, or modification of any Federal contract,
grant, loan, or cooperative agreement.
B. If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, 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 accordance with
its instructions.
C. The undersigned shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under
grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose
accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for
making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the
Lobbying Disclosure Act of 1995). 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.
HOA.1028293 18.1
PR-2020-240-85
Page 58
EXHIBIT
D. The Vendor certifies or affirms the truthfulness and accuracy of each statement of its
certification and disclosure, if any. In addition, the Vendor understands and agrees that the
provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure, if any.
VENDOR
By __________________________
Date ________________________________
6. Procurement of Recovered Materials: In the performance of this Agreement, the Vendor shall
make maximum use of products containing recovered materials that are EPA-designated items unless
the product cannot be acquired—
I. Competitively within a timeframe providing for compliance withthe

contract performance schedule;
ii. Meeting contract performance requirements;or

iii. At a reasonable price.
Information about this requirement, along with the list of EPA-designated items, is available at EPA’s
Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive
procurement-guideline-cpg-program
The Vendor also agrees to comply with all other applicable requirements of Section 6002 of the Solid
Waste Disposal Act.
7. Access to Records: The following access to records requirements apply to this Agreement:
i. The Vendor agrees to provide the County, the FEMA Administrator, the Comptroller
General of the United States, or any of their authorized representatives access to any
books, documents, papers, and records of the Vendor which are directly pertinent to
this Agreement for the purposes of making audits, examinations, excerpts, and
transcriptions.
ii. The Vendor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonablyneeded.
iii. The Vendor agrees to provide the FEMA Administrator or his or her authorized
representatives access to construction or other work sites pertaining to the work being
completed under the contract.
iv. In compliance with the Disaster Recovery Act of 2018, the County and the Vendor
acknowledge and agree thatno language in this contract is intended to prohibit audits or
internal reviews by the FEMA Administrator or the Comptroller General of the United
States.
HOA102829318.I
PR-2020-240-86
Page 59
EXHIBIT
8. Department of Homeland Security Seal, Logo, Flags: The Vendor shall not use the DHS seal(s),
logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA
pre-approval.
9. Compliance with Federal Law, Regulations, and Executive Orders: This is an acknowledgement
that FEMA financial assistance will be used to fund all or a portion of the contract. The Vendor will
comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and
directives.
10. No Obligation by Federal Government: The Federal Government is not a party to this Agreement
and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other
party pertaining to any matter resulting from thecontract.
11. Program Fraud and False or Fraudulent Statements or Related Acts: The Vendor acknowledges
that 31 U.S.C. Chapter 38 (Administrative Remedies for False claims and Statements) applies to the
contractor’s actions pertaining to thisAgreement.
102829318.1
PR-2020-240-87
Page 60
LOS ANGELES COUNTY
PUBLIC HEALTH
PURCHASE ORDER
FOR VENDOR PAYMENT INQUIRIES PLEASE REFER TO ORDER NUMBER AWARD DATE
https://lacovss.lacounty.gov/LoginExternal/Pages/lacovss-dept-contacts.pdf PO-PH-20008246-1 03/12/2020
BILL TO: ALL ITEMS AND CONDITIONS IN THE SOLICITATION ARE PART OF
THIS ORDER AS IF FULLY REPRODUCED HEREIN.
PUBLIC HEALTH
PUBLIC HEALTH ADDRESS ALL INQUIRIES AND CORRESPONDENCE TO:
INVOICE PROCESSING UNIT Contact : Yancy G. Engleton
5555 FERGUSON DR. #110-11 Phone :
COMMERCE CA 90022
Email : yengleton@isd.lacounty.gov
VENDOR NAME, STREET, CITY, STATE, ZIP CODE: SHIP FOB DESTINATION TO: (UNLESS SPECIFIED ELSEWHERE)
PUBLIC HEALTH PROGRAMS

FRASER COMMUNICATIONS
1631 PONTIUS AVENUE RECEIVING, WAREHOUSE
5555 FERGUSON DR.
LOS ANGELES CA 90025 COMMERCE CA 90022
PROCUREMENT FOLDER : 1955466
CONTACT FOR DELIVERY INSTRUCTIONS (NAME, TELEPHONE)

PUBLIC HEALTH PROGRAMS 32389076330000
DELIVERY DATE FOB POINT AGENCY REQ. CONTRACT NUMBER TOTAL AMOUNT OF ORDER
NUMBER
03/19/20 FOB Destination, Freight Prepaid and Allowed 335586 $200,000.00
DATE PRINTED VENDOR NO. TERM 1 TERM 2 TERM 3 TERM 4
PROMPT
05/12/2020 113361 PAYMENT DISCOUNT: 0.00 DISCOUNT: 0.00 DISCOUNT: 0.00 DISCOUNT: 0.00
TERM DAYS: 30 DAYS: 0 DAYS: 0 DAYS: 0
LINE COMMODITY/SERVICE DESCRIPTION QUANTITY UOM UNIT PRICE EXTENDED

NO. AMOUNT
Filler NOTICE TO VENDORS: Filler Filler Filler Filler

Filler ALL ITEMS LISTED ON VENDOR PACKING SLIPS AND Filler Filler Filler Filler Filler Filler Filler Filler Filler Filler
Filler INVOICES MUST REFLECT THE CORRESPONDING Filler Filler Filler Filler Filler Filler Filler Filler Filler Filler
Filler PURCHASE ORDER COMMODITY LINE NUMBER. ALSO, Filler Filler Filler Filler Filler Filler Filler Filler Filler Filler
Filler THE ORDER NUMBER MUST BE REFERENCED ON ALL Filler Filler Filler Filler Filler Filler Filler Filler Filler Filler
Filler PACKING SLIPS AND INVOICES. Filler FIller Filler Filler Filler Filler Filler Filler Filler Filler
1 COMMODITY CODE: 915-01-00-0000000 1.00000 PKT $200,000.000000 $200,000.00

STOCK ITEM DESCRIPTION:
DESCRIPTION:
FRASIER ON GOING MEDIA
CORONAVIRUS (EM2001B1)
-- -- -- -- -- -- -- -- --
FOR INTERNAL PURPOSE ONLY
CONTROL # 335586
RQN : 553183
LA County is pleased to provide online access to the new Vendor Self-Service (VSS) Portal: http://lacovss.lacounty.gov
Go to the portal home page to find out more about the benefits to vendors who do business with the County.
LA County Purchase Order Awarded on: 03/12/2020

Authorized and signed by: Yancy G. Engleton
Date Signed: 05/12/2020
PR-2020-240-88
ORDER NO: PO-PH-20008246-1
VENDOR: FRASER COMMUNICATIONS 2 2
LINE
FUND/ORG : 33462
OBJECT CODE # 2082
N+A CODE : 0430.01
BUYER : LEO MARTINEZ
CONTACT :
PR-2020-240-89


By
PR-2020-240-90

failure.
PR-2020-240-91

PR-2020-240-92

PR-2020-240-93


I. Hours Paid
J. Rate of Pay
K. Deductions
M. Benefits
PR-2020-240-94


(415) 703-4810
contractors.
county.
PR-2020-240-95

VENDOR shall:
Age for Employment.
conventions.
jury service.
agreement.
PR-2020-240-96

amounts.
PR-2020-240-97
Master Agreement Number: PH-003520
Work Order Number: PH-003520-W3
COUNTY OF LOS ANGELES/ DEPARTMENT OF PUBLIC HEALTH

MASTER AGREEMENT WORK ORDER
FOR
MEDIA SERVICES FOR NOVEL CORONAVIRUS (COVID-19) RESPONSE
This Master Agreement Work Order and Attachments made and entered into this .3oTH
day of A/-'ltll... , 2020 by and between the County of Los Angeles (County),
Department of Public Health (DPH) hereinafter referred to as County and Fraser
Communications, hereinafter referred to as Contractor. Contractor is located at 1631
Pontius Avenue, Los Angeles, California 90025.
RECITALS
WHEREAS, on July 3, 2018, the County and Contractor entered into Master Agreement
Number PH-003520 to provide media services for DPH; and
WHEREAS, on March 4, 2020, the County Board of Supervisors (Board) and DPH
declared a local and public health emergency in response to the increased spread of the
novel coronavirus (COVID-19) across the country: and
WHEREAS, DPH has an urgent need for a media firm to develop and coordinate ongoing
communications with the public, healthcare providers, healthcare family partners, first
responders, businesses, County departments, and others to ensure continued readiness;
and
WHEREAS, on March 12, 2020, the Internal Services Department issued Purchase Order
Number PO-PH-20008246-1, in the amount of $200,000, for DPH to start working with
Contractor and for the remaining amount of $500,000 to be covered under this MAWO;
and
WHEREAS, Contractor is willing and able to provide the services described herein, in
consideration of the payments under this MAWO and under the terms and conditions
herein set forth; and
WHEREAS, all terms of the Master Agreement PH-003520 shall remain in full force and
effect; and
MEDIA MAWO PH-003520-W3

Fraser Communications
-1-
PR-2020-240-98
NOW THEREFORE, in consideration of the mutual covenants contained herein, and for
good and valuable consideration, the parties agree to the following:
1.0 APPLICABLE DOCUMENTS
Attachments A, B, C, D, E, F, G, and H 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 otherwise between the
base Contract (Master Agreement) and the Attachments, or between Attachments,
such conflict or inconsistency shall be resolved by giving precedence first to the
Master Agreement, MAWO, and then to the Attachments according to the following
priority.
Standard Attachments:
1.1 Attachment A - Scope of Work
1.2 Attachment B - Budget
1.3 Attachment C Certification of No Conflict of Interest
1.4 Attachment D - Certification of Employee Status
1.5 Attachment E - County's Administration
1.6 Attachment F - Contractor's Administration
1.7 Attachment G - Forms Required for Each Work Order Before Work Begins
Unique Attachments:
1.8 Attachment H - Contractor's Obligation as Other Than Business Associate

(Inadvertent Access) Under the Health Insurance
Portability and Accountability Act of 1996 ("HIPAA")
Unique Exhibit:
1.9 Exhibit I - Federal Provisions
2.0 WORK
Pursuant to the provisions of this MAWO, the Contractor shall fully perform,
complete and deliver on time, all tasks, deliverables, services and other work as
set forth in Attachment A, Scope of Work. This MAWO shall constitute the

-2-
PR-2020-240-99
complete and exclusive statement of understanding 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 Date of Execution and continue in full
force and effect through June 30, 2020, 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 B,

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 MAWO, without cause,
upon the giving of ten (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/description
of work, maximum obligation, and budget of this MAWO via written Amendment.
To implement such, an Amendment to the MAWO shall be prepared 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 Media Services for Novel Coronavirus
(COVID-19) Response are 100 percent funded by the Chief Executive Office,
Office of Emergency Management.
7.0 MAXIMUM TOTAL COST AND PAYMENT
7.1 Effective on the Date of Execution through June 30, 2020, the Maximum Total
Cost that County will pay Contractor for all services provided under this
MAWO for media services shall not exceed five hundred thousand dollars
($500,000), as set forth in Attachment B, Budget, attached hereto and
incorporated herein.
7.2 County agrees to compensate Contractor in accordance with the payment

structure set forth in Attachment B, Budget, attached hereto and incorporated
herein by reference.
7.3 Contractor shall satisfactorily perform and complete all required services in
accordance with Attachment A, Scope of Work, notwithstanding the fact that

-3-
PR-2020-240-100
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 activities 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 submitted for
approval to the County Project Manager, or designee, no later than thirty (30)
calendar days after month end.
7.5 Upon expiration or prior termination of this MAWO, Contractor shall submit to
County Project Manager, within thirty (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 Attachments B, Budget, 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. Contractor shall
invoice County on a Cost Reimbursement basis as reflected in Attachment B,
Budget.
. 9.0 CONFLICT OF INTEREST
8.1 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 employed in any
capacity by the Contractor or have any other direct or indirect financial 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.
8.2 The Contractor shall comply with all conflict of interest laws, ordinances, and
regulations now in effect of hereafter to be enacted during the terms of this
MAWO. The Contractor warrants that it is not now aware of any facts that

-4-
PR-2020-240-101
create a conflict of interest. If the Contractor hereafter becomes aware of any
facts that might reasonably be expected to create a conflict of interest, it shall
immediately make full written disclosure of such facts to the County. Full
written disclosure shall include, but is not limited to, identification of all
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, Scope of Work. The Contractor shall ensure all services have
been performed by such date.
10.0 SERVICES
Contractor may 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 amount of this MAWO,
and/or that goes beyond the expiration date of this MAWO.
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-5-
PR-2020-240-102
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 CONDITIONS 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.
By: ~
Barbara Ferrer, Ph.D., M.P.H., M.Ed.
Director
BY THE OFFICE OF THE COUNTY COUNSEL
MARY C. WICKHAM
County Counsel
By: FRASER CO
Contractor
Printed Renee Fraser, PhD
Title CEO
-=.;;;aa.=,.._ _ _ _ _ _ __
APPROVED AS TO CONTRACT
ADMININSTRATION:
Department of Public Health
By___._
f7~o:L-L -~- J -
Patricia Gibson, Chief
Contracts and Grants Division

-6-
PR-2020-240-103
ATTACHMENT A
COUNTY OF LOS ANGELES - DEPARTMENT OF PUBLIC HEALTH

SCOPE OF WORK
CONTRACTOR NAME: Fraser Communications

MASTER AGREEMENT NUMBER: PH-003520
WORK ORDER NUMBER: PH-003520-W3
TERM: Date of Execution - June 30, 2020
BACKGROUND
The County of Los Angeles (County) Board of Supervisors and the Department of
Public Health (DPH) have proclaimed a local health emergency to assist with the
County's effective response to the public health threat posed by the novel coronavirus.
This virus causes the illness COVID-19, which can cause mild illness for some and be
more severe for people with underlying conditions or compromised immune systems.
The virus can be transmitted easily among people in close contact with each other,
requiring an effective public health response that includes communicating quickly and
effectively to a diverse group of partners and the public.
SCOPE 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: Strategic Counsel

• Draft press releases, talking points, and guidance documents as directed
by the DPH Project Manager.
• Participate in communications planning/strategy activities as directed by
DPH.
• Assist with ensuring that all guidance developed by DPH reaches their
targeted audiences.
B. Budget Category II - Objective 2: Paid Media and Earned Media Strategy and
Outreach/Op-Ed Development
• Assist with earned media strategy and outreach.
• As appropriate, coordinate paid media campaigns.
• Draft Op-Eds for the mainstream media.
C. Budget Category Ill - Objective 3: County Workforce Communication

• Develop and coordinate, with assistance from the Department of Human
Resources, ongoing communications with the County workforce, including
development of materials as needed.
Page 1 of 3
PR-2020-240-104
ATTACHMENT A

SCOPE OF WORK

TERM: Date of Execution - June 30, 2020
D. Budget Category IV- Objective 4: Social Media Listening/ Social Media

Messaging
• Develop and implement a social media listening program to monitor and
report on public comments and perceptions on novel coronavirus,
COVID-19, and the County's response and prevention efforts.
• Create social media messaging, including infographics, video, proactively
advancing key messaging.
E. Budget Category V - Objective 5: Clinical & Community Partner Communications

& Educational Materials
• Develop and coordinate ongoing communications with DPH's clinical and
community partners, including development of educational materials.
F. Budget Category VI - Objective 6: Video, Radio, Transit Creative Development

and 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
information in languages including English, Spanish, Chinese, Korean,
and American Sign Language.
• Develop a series of :15 and :30 second radio spots in languages including
English, Spanish, Chinese, Korean , and other languages as deemed
necessary by DPH.
G. Budget Category VII - Objective 7: PSA Media Planning and Implementation

• 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.
Page 2 of 3
PR-2020-240-105
ATTACHMENT A
COUNTY OF LOS ANGELES - DEPARTMENT OF PUBLIC HEAL TH

SCOPE OF WORK

TERM: Date of Execution -June 30, 2020
H. Budget Category VIII - Objective 8: Ethnic Media Briefings, Earned Media

Strategy and Outreach
• Convene ethnic media briefings to ensure DPH messaging is reaching Los
Angeles County's ethnically and linguistically diverse communities.
• Draft Op-Eds for the ethnic media.
I. Budget Category IX - Objective 9: Other Communication Needs as Required

• Other communications duties as assigned, including multiple forms of
outreach and engagement on various platforms, coordination of
messaging, development and printing of collateral and other tasks as
needed.
All work shall be assigned and approved by DPH in cooperation with Countywide
Communications.
Page 3 of 3
PR-2020-240-106
ATTACHMENT B

Term: Date of Execution through June 30, 2020
BUDGET SUMMARY
COST CATEGORY AMOUNT

A. Budget Category I - Objective 1: Strategic Counsel
$ 429,825
B. Budget Category II - Objective 2: Paid Media and Earned Media Strategy
and Outreach/Op-Ed Development
$ 141,425
C. Budget Category Ill - Objective 3: County Workforce Communication

$ -
D. Budget Category IV - Objective 4: Social Media Listening/ Social Media
Messaging $ 74,400
E. Budget Category V - Objective 5: Clinical & Community Partner
Communications & Educational Materials $ -
F. Budget Category VI - Objective 6: Video, Radio, Transit Creative
Development and Production $ 30,600
G. Budget Category VII - Objective 7: PSA Media Planning and
Implementation $ 14,800
H. Budget Category VIII - Objective 8: Ethnic Media Briefings, Earned Media
Strategy and Outreach
$ 6,795
I. Budget Category IX - Objective 9: Other Communication Needs as Required

$ 2,155
MAXIMUM TOTAL cosr ·- $ 700,000
*NOTE:
$200,000 will be paid from Purchase Order Number PO-PH-20008246-1.
The net amount of $500,000 is funded unqer this MAWO PH-003520-W3.
PR-2020-240-107
ATTACHMENT C

CERTIFICATION OF NO CONFLICT OF INTEREST

(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 Number: PH-003520-WS I Master Agreement Number: I PH-003520
Los Angeles County Code Section 2.180.01 0.A provides as follows:
"Certain contracts prohibited.

A. Notwithstanding 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 justify the approval of such contract:
1. 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 majorshareholders;
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 subdivision 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 proposal submitted
for the Work Order specified above, is within the purview of County Code Section 2.180.01 0.A, above.
at the foregoing is true and correct.
Si
Renee Fraser PhD

Printed Name of Authorized Official
CEO
Title of Authorized Official
3/19/20
Date
MEDIA MAWO PH·003520-W3

PR-2020-240-108
ATTACHMENT D

CERTIFICATION OF EMPLOYEE STATUS

(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: ______F___R""'"A____S-=E.....

R___ C___
O____
M.......
M......U___N_____
IC____A.......T____
IO ____N
.......S_ _ _ _ _ _ _ _ _ _ _ _ __
Work Order No. PH-003520-W3 County Master Agreement No. PH-003520
I, Renee Fraser, PhD , CERTIFY 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. Beth Kilgore, Jiya Jaisingh, Bruce Dundore, Emily Levant, Elana Polan, Andre Jaime
2. James Butkevicius, Ilene Prince, Mollie Bauer, Shayla Ornelas, Erin Shinn
3. Lisa Schellenbach, Marion Feller, Amitesh Krishna, Peter Valadez, Collin Willette
4. David Palmer, Jennifer Bittner, Angie Shaeffer, Danielle Thouin, Ben Brackett, Daniel Gema
that the foregoing is true and correct.
Renee Fraser, PhD

Printed Name of Authorized Official
CEO
Title of Authorized Official
3/19/20
Date

PR-2020-240-109
ATTACHMENT E
COUNTY'S ADMINISTRATION
COUNTY WORK ORDER DIRECTOR:
Name: Megan McClaire

Title: Chief of Staff
Division: Executive Office
Address: 313 N. Figueroa Street Room 807
Los Angeles, California 90012
Telephone: (213) 288-8036
Email: MMcclaire@ph.lacounty.gov
COUNTY PROJECT MANAGER:
Name: Carl Kemp

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

Title: Senior Secretary 11
Division: Office of Communications & Public Affairs
Telephone: (213) 288-8144
Email: logarcia@ph.lacounty.gov

PR-2020-240-110
ATTACHMENT F
CONTRACTOR'S ADMINISTRATION
CONTRACTOR NAME: FRASER COMMUNICATIONS
MASTER AGREEMENT WORK ORDER NO.

-PH-003520-W3
-------------
CONTRACTOR PROJECT DIRECTOR:
Name: ~ee. fuser, PhD

Title: ~C::..=>£-_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
Address: /(p3( Pok'.l±IY-S Avenue( bAV\93elesl CA--<?ooz.s=
Telephone: <z-9 ID I
31 O- 31 Facsimile: 31 o- 3( q- {531:
E-Mail Address: rfuser& (v-a!:>er:c..omW\UV\i~~+, OV' s ~OWi J
CONTRACTOR'S AUTHORIZED OFFICIAL(S):
Name: Ren~e. Erasec, Pb D

Title:
Address: {&31 t?6vi±1us :Avenue, Las Av,.gyles I C,/+ qc;o2£i

Telephone: 31b- 319- q I b I Facsimile: 310- 51:t- (531:
E-Mail Address: rfu«v:& fv--a6ecCOVY1WlUVllC~+,'ov1,5 I CoW)
Name: ,;r::(eY'L &j nc e_
Title: 5YP, Director::: of Ch'evi+:Services
Address: {CA:31 Poo-bYzS :A:ver1!le, Los Avi§F-les.fCft t;m26
Telephone: t,l O - G(p(p -:3 (q 3 Q Facsimile: 3 {D - 31 CC -( S 31
/:J{' ' /I
E-Mail Address:
,
I prt I
Y)(:.e.-~ ..\::V:U5e.V::CDW'.\VYl4Vl tcct( 0 YI.$, 6>VYJ
Notices to Contractor shall be sent to the following person and address:
Name: Qek1¢ fmser I (J h l)

Title: --'~-0:J.c=,______________________
Address: U,31 Porr:h\.t.s Auenue, los Aneieles, CPr qoois=
Telephone: 3I0--31q-9{o( Facsimile: 3,tD-3(9-/S-31:
E-Mail Address: rfr:z;sev::@...(v-aseccovY\m~ n1cctlot'}$ 1 C.OVVl

PR-2020-240-111
ATTACHMENT G
FORMS REQUIRED FOR EACH WORK ORDER BEFORE WORK BEGINS
G1 CONTRACTOR ACKNOWLEDGEMENT AND CONFIDENTIALITY

AGREEMENT
G2 CONTRACTOR EMPLOYEE ACKNOWLEDGEMENT AND
(IF NOT APPLICABLE, WRITE "INTENTIONALLY OMITTED")
G3 CONTRACTOR NON-EMPLOYEE ACKNOWLEDGEMENT AND

(IF NOT APPLICABLE, WRITE "INTENTIONALLY OMITTED")

PR-2020-240-112
ATTACHMENT G 1
CONTRACTOR ACKNOWLEDGEMENT AND CONFIDENTIAUTVAGREEMENT

(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-W3 County Master Agreement No. ~P~H~-0_0~3~5=2~0_ _ _ __
The Contractor referenced above has entered into a Master Agreement with the County of Los Angeles to provide certain services
to the County. The County requires the Corporation to sign this Contractor Acknowledgement, Confidentiality, and Copyright
Assignment Agreement.
CONTRACTOR ACKNOWLEDGEMENT:
Contractor understands and agrees that the Contractor employees, consultants, Outsourced Vendors and independent contractors
(Contractor's Staff) that will provide services in the above referenced agreement are Contractor's sole responsibility. Contractor
understands and agrees that Contractor's Staff must rely exclusively upon Contractor for payment of salary and any and all other
benefits payable by virtue of Contractor's Staff's performance of work under the above-referenced Master Agreement.
Contractor understands and agrees that Contractor's Staff are not employees of the County of Los Angeles for any purpose
whatsoever and that Contractor's Staff 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 Agreement. Contractor understands and
agrees that Contractor's Staff 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 Angeles.
Contractor and Contractor's Staff may be involved with work pertaining to services provided by the County of Los Angeles and, if
so, Contractor and Contractor's Staff may have access to confidential data and information pertaining to persons and/or entities
receiving services from the County. In addition, Contractor and Contractor's Staff may also have access to proprietary information
supplied 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 concerning health, criminal, and welfare recipient
records. Contractor and Contractor's Staff understand that if they are involved in County work, the County must ensure that
Contractor and Contractor's Staff, will protect the confidentiality of such data and information. Consequently, Contractor must sign
this Confidentiality Agreement as a condition of work to be provided by Contractor's Staff for the County.
Contractor and Contractor's Staff hereby agrees that they will not divulge to any unauthorized person any data or
information obtained while performing work pursuant to the above-referenced Master Agreement between Contractor and
the County of Los Angeles. Contractor and Contractor's Staff agree to forward all requests for the release of any data or
information received to County's Project Manager.
Contractor and Contractor's Staff 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, programs,
formats, documentation, Contractor proprietary information and all other original materials produced, created, or provided to
Contractor and Contractor's Staff under the above-referenced Master Agreement. Contractor and Contractor's Staff agree to
protect these confidential materials against disclosure to other than Contractor or County employees who have a need to know the
information. Contractor and Contractor's Staff agree that if proprietary information supplied by other County vendors is provided to
me during this employment, Contractor and Contractor's Staff shall keep such informationconfidential.
Contractor and Contractor's Staff agree to report any and all violations of this MAWO by Contractor and Contractor's Staff and/or
by any other person of whom Contractor and Contractor's Staff become aware.
Contractor and Contractor's Staff..ackArdW

and/or criminal action and t
PRINTED NAME: Renee Fraser PhD
POSITION: ~ C " - - - E ~ O ~ - - - - - - - - - - - - - - -

PR-2020-240-113
ATTACHMENT G1
CONTRACTOR ACKNOWLEDGEMENT AND CONFIDENTIALITY AGREEMENT
Work Order No. PH-003520-W3 County Master Agreement No. .:. .P.....
H:...:-0""'0=3=5=20;:;...__ _ __
The Contractor referenced above has entered into a Master Agreement with the County of Los Angeles to provide certain services
to the County. The County requires the Corporation to sign this Contractor Acknowledgement, Confidentiality, and Copyright
Assignment Agreement
CONTRACTOR ACKNOWLEDGEMENT:
Contractor understands and agrees that the Contractor employees, consultants, Outsourced Vendors and independent contractors
(Contractor's Staff) that will provide services in the above referenced agreement are Contractor's sole responsibility. Contractor
understands and agrees that Contractor's Staff must rely exclusively upon Contractor for payment of salary and any and all other
benefits payable by virtue of Contractor's Staffs performance of work under the above-referenced Master Agreement
Contractor understands and agrees that Contractor's Staff are not employees of the County of Los Angeles for any purpose
whatsoever and that Contractor's Staff 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 Agreement. Contractor understands and
agrees that Contractor's Staff 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 Angeles.
Contractor and Contractor's Staff may be involved with work pertaining to services provided by the County of Los Angeles and, if
so, Contractor and Contractor's Staff may have access to confidential data and information pertaining to persons and/or entities
receiving services from the County. In addition, Contractor and Contractor's Staff may also have access to proprietary information
supplied 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 concerning health, criminal, and welfare recipient
records. Contractor and Contractor's Staff understand that if they are involved in County work, the County must ensure that
Contractor and Contractor's Staff, will protect the confidentiality of such data and information. Consequently, Contractor must sign
this Confidentiality Agreement as a condition of work to be provided by Contractor's Staff for the County.
Contractor and Contractor's Staff hereby agrees that they will not divulge to any unauthorized person any data or
information obtained while performing work pursuant to the above-referenced Master Agreement between Contractor and
the County of Los Angeles. Contractor and Contractor's Staff agree to forward all requests for the release of any data or
information received to County's Project Manager.
Contractor and Contractor's Staff 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, programs,
formats, documentation, Contractor proprietary information and all other original materials produced, created, or provided to
Contractor and Contractor's Staff under the above-referenced Master Agreement. Contractor and Contractor's Staff agree to
protect these confidential materials against disclosure to other than Contractor or County employees who have a need to know the
information. Contractor and Contractor's Staff agree that if proprietary information supplied by other County vendors is provided to
me during this employment, Contractor and Contractor's Staff shall keep such information confidential.
Contractor and Contractor's Staff agree to report any and all ·olations of this MAWO by Contractor and Contractor's Staff and/or
by any other person of whom Contractor a ontra r's ff become aware.
· n of this MAWO may subject Contractor and Contractor's Staff to civil

may seek all possible legal redress.
SIGNATURE: --~--1.:::~CL!:.~~:::....::~==::f=::::=~- DATE: ~_jJ__1.1frZ. D

PRINTED NAME: ---1.:~~~EEJ:C:zJa......L.L.JJ!..L..-----
POSITION: ---'Cf):.,,__Q_____________

PR-2020-240-114
ATTACHMENT G2
CONTRACTOR EMPLOYEE ACKNOWLEDGEMENT AND CONFIDENTIALITY AGREEMENT
Contractor Name Fraser Communications
Employee Name ~le ne. en 1
Vl (!_ e...
Work Order No. _P~H~-0~0-3....
52....,0~-W~1_ _ _ _ _ _ _ _ County Master Agreement No. PH-003520
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 signature on this Contractor Employee
Acknowledgement and Confidentiality Agreement.
EMPLOYEE ACKNOWLEDGEMENT:
I understand and agree that the Contractor referenced above is my sole employer 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 Angeles 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 Agreement. I understand and agree
that I do not have and will not acquire any rights or benefrts from the County of Los Angeles pursuant to any
agreement between any person or entity and the County of Los Angeles.
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.
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 entities receiving services from
the County. In addition, I may also have access to proprietary information supplied 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 concerning 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 between 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.
Page 1 of2
PR-2020-240-115
ATTACHMENT G2
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,
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 supplied by other County vendors is
provided to me during this employment, I shall keep such information confidential.
I agree to report to my immediate supervisor any and all violations of this agreement by myself and/or by any
other person of whom I become aware. I agree to return all confidential materials 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 documentation. written designs. plans.
diagrams. reports, software development tools and aids. diagnostic aids, computer processable media,
source codes. object 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 renewals 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 Exhibit H 1, attached hereto and
The County shall have the right to register all copyrights in the name of the County of Los Angeles and shall
have the right 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 this agreement may subject me to civil and/or criminal action and that the
County of Los Angeles may seek all possible legal redress.
SIGNATURE: ~L DATE: -3.J..fu~

PRINTED NAMEYL/ene
.?'
t1:'1 VJ ce__
POSITION: SvP, D,.rec.f-oc of Cltenk .5erv1ce.s
Page 2 of2
MEDIA MAWO PH-003520-WJ

PR-2020-240-116
ATTACHMENT G2
Employee Name _M_o_ll_ie_B_a_ue_r_______
Work Order No. __

P___
H__
-0'""0.....3=52._0,_-W
.........1_ _ _ _ _ _ _ _ County Master Agreement No. PH-003520
that I do not have and will not acquire any rights or benefits from the County of Los Angeles pursuant to any
Page 1 of2
PR-2020-240-117
ATTACHMENT G2
occurs first.
I agree that 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, training documentation and aids, and other information and/or
assignment and transfer of copyright in a form substantially similar to Exhibit H1, attached hereto and
SIGNATURE: ~a~ DATE: ~ ~ 2 0 2 0
PRINTED NAME: Mollie Bauer

-------------------
POSITION: Director of Consumer Engagement
Page 2 of 2

PR-2020-240-118
ATTACHMENT G2
Employee Name ·,3. f \f\ Shin "1

\,'\,urk Order No. __
P...
H---=0=0=35,.,.2=0-'-'W1......__ _ _ _ _ _ _ _ County Master Agreement No. PH-003520
EMPLOYEE ACKNOVVLEDGEMENT:
too, will protect the confidentiality of such data and information . Consequently, I understand that I must sign
of Los Angeles. I agree to foiward all requests for the release of any data or information received by me to
Page 1 of2
---------------·. PR-2020-240-119
ATTACHMENT G2

occurs first.
purposes all my right, title, and interest in and to all such items, Including, but not limited to, all unrestricted
\Mlenever requested by the County, I agree to promptly execute and deliver to County all papers,
The County shall have the right to register all copyrights In the name of the County of Los Angeles and shall
SIGNATURE:~ DATE: 2......}.J!l.j'i..J:YLO
PRINTED NAME: f;' ('\ {\ s biM

POSITION: Ke.~~~ "t1\,a.Y\f\.-€,-r--
Page 2 of2

--·------- ----·· --------- ---- - --------··- - -

-· --··•--·-···-····--- ·-·-··
PR-2020-240-120
ATTACHMENT G2
Employee Name Benjamin Brackett
Work Order No. .a...P.;...;H""'-00=3=52=0....-W.:. .:. . 1_ _ _ _ _ _ _ _ County Master Agreement No. PH-003520
Page 1 of 2
PR-2020-240-121
ATTACHMENT G2
occurs first.
I agree that all materials, documents. software programs and documentation, written designs, plans,
diagrams. reports. software development tools and aids, diagnostic aids, computer processable media,
I acknowledge that violation of this a reement may subject me to civil and/or criminal action and that the
County of Los Angeles may seek all sible legal redress.
SIGNATURE: _ _~ - - - - - - - - - - - - - - - - - - DATE: ~~ 2020
PRINTED NAME: Benjamin Brackett
POSITION: _ _A_c_c_ou_n_t_D_ir_e_ct_o_r_ _ _ _ _ _ _ _ _ _ __
Page 2 of 2

PR-2020-240-122
ATTACHMENT G2
Employee Name _S=h=e"-'y""'la=-O=.:..:.rn.a.=e:.:.:la:::.:s,__ _ _ _ __
Work Order No. __

PH'""---=0=0=35=2=0'--W...._._1_ _ _ _ _ _ _ _ County Master Agreement No. PH-003520
agreement and have taken due time to consider it prior to signing .
Page 1 of 2
PR-2020-240-123
ATTACHM ENT G2
I agree to keep conficfential al health, criminal, and welfare recipient records and all data and information
pertaining to persons end/or entities receiving services from the County, design concepts, algorittms,
programs, formats, documentation, Contractor proprietary information and 1111 other original materials
produced, created. or provided to or by me ~der the above-referenced Master Agreement. I agree to protect
these confidential materials against disclosure to oChef than my employer or County employees who have a
need to know the information. I agree that If proprietary information supplied by other County vendors is
pro\licled to me during this employment, I shall keep such ilformation confidential. I
1agree to report to my inmedate SIC)eMSOr any and all violations of this agreement by myself 3nd/or by any
other pef'SOO of whom I become aware. I agree to return all confidential materials to my immediate supervisor
I
upon completion of this Master Ageement or termination ot my ernpio'fment with my employer, whichever
oecurs first
COPYRIGHT ASSIGNMENT AGREEMENT I

1 agree that oil materials, documents, software programs and written designs, plans.
dQeun:ientntion.
diagrams. reports, software development tools and aids, diag11Q$tic aids, computer processable media,
source codes, Qbiect codes conversion aids training documentation and aids. and other information and/or
tools of aD types, develooed or acquired bv me in Whole or in part pursuant to the above referenced Master
I
Agreement, and an works based thereon, incorporated therein, or derived there from shall be the sole 1
property of the County. In this connection, I hereby assign and transfer to the County in perpetuity for an
I
purposes au my right, title, and interest in and to an such items, including, but not limited to, all unrestricted
and exclusive copyrights, patent rights, trade secret rights , and all renewals and extensions thereof.
instruments, and olhef documents requested by the County, and to promptly perform an other acts
requested by the County to carry out the temls of this agreement, including , but not limited to, executing an
assignment and transfer of copyright in a form substantially similar to Exhibit H1 , attached hereto and
The County shall have the right to register au copyrights in the name of the County of Los Angeles and shaQ
j
have the right to assign, ticense, or otherwise transfer any and all of the County's right, title, and interest,
I adtnowledge that violation of this agreement may subject me to civil and/or criminal action and that the
County of Los Angeles may seek an possible legal redress.
~--------=----- ---------,------- -- - -
@:A~: _03_/_19.J_2020-=
PRINTED NAME: Sheyta Ornelas
[!?smoN:AcCQttnt supervisor
!Page 2 of2!
PR-2020-240-124
ATTACHMENT G2
Employee Name _D_a_ni_e_ll_e_T_h_o_u_in______
Work Order No. _P~H---0~0__

3=52__0~-W.. . . . ,c. 1_ _ _ _ _ _ _ _ County Master Agreement No. PH-003520
Page 1 of 2
PR-2020-240-125
ATTACHMENT G2
occurs first.
I agree that 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. 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
purposes all my right, title. and interest in and to all such items. including, but not limited to, all unrestricted
SIGNATURE: _JJa_1t1_'eUe_J_._1h_o_u_111_ _ _ _ _ _ _ __
PRINTED NAME: Danielle Thouin
POSITION: Sr. Account Supervisor
Page 2 of2

PR-2020-240-126
ATTACHMENT G2
Employee Name Aciu l/,::;, /4. f£ C

Work Order No. __
P___
H~-0~0....
35__2=0'--W
........1_ _ _ _ _ _ _ _ County Master Agreement No. PH-003520
Page 1 of 2
PR-2020-240-127
ATTACHMENT G2
occurs first.
I agree that all materials. documents. software programs and documentation, written designs. plans,
SIGNATURE: _ _,_~----~-----------
PRINTED NAME: _ _ __v_(._ll4_i_~-~--------

fa-o
. _,..,_17
PosITI0N: _ _......11µ:?u~ C
.... 4. . . . . .
_'_~._....... AA'.2
........ \,_,:;:;-hv:_.
_ _ _ __
Page 2 of 2

PR-2020-240-128
ATTACHMENT G2

Employee Name ___1_1r_uc_:e_1_Jl_m_(t_o_,c_•_ _ _ __
-0....0=35=2=0---W:...:...:..1_ _ _ _ _ _ _ _ County Master Agreement No. PH-003520

Work Order No. _P~H....
Acknowledgement and Confidentiality Agreement
referenced Master Agreement I understand and agree that I must rely exclusively upon my employer for
of work under the above-referenced Master Agreement
immediate release from performance under this and/or any future Master Agreement
Page 1 of 2
MEDIA MAINO PH-003520-W3

PR-2020-240-129
ATTACHMENT G2
occurs first
I agree that all materials, documents, software programs and documentation, written designs. plans.
diagrams. reports. software development tools and aids, diagnostic aids, computer processable media,
County of Los Angeles m ek all possible legal redress.
SIGNATURE: -h'--r-,,,,c.-~::---..looooc:==--------
PRINTED NAME: Bruce Dundore
Creative
POSITION: _ _ _ ___ Director
_ _ _ _ _ _ _ _ _ _ __
Page 2 of 2

Fraser Convnunications
PR-2020-240-130
ATTACHMENT G2
Employee Name James Butkevicius
Work Order No. _P__

H__-0=0-=-3-=52....0.__-W--"---1_ _ _ _ _ _ _ _ County Master Agreement No. PH-003520
Page 1 of2

PR-2020-240-131
ATTACHMENT G2
occurs first.
I agree that 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. training documentation and aids. and other information and/or
.............__,____=·= · = - - - - - - -
SIGNATURE: ---'~aw-=.......________,8.'--=~
PRINTED NAME: James Butkevicius
POSITION: Art Director
Page 2 of 2

PR-2020-240-132
ATTACHMENT G2
Employee Name _E_la_n_a_P_o_la_n________
Work Order No. -P~H--0-0_3-5-20_-~W~1~-------- County Master Agreement No. PH-003520
of Los Angeles . I agree to forward all requests for the release of any data or information received by me to
Page 1 of 2

PR-2020-240-133
ATTACHMENT G2
occurs first.
I agree that all materials. documents, software programs and documentation, written designs, plans,
diagrams, reports. software development tools and aids, diagnostic aids. computer processable media,
and exclusive copyrights, patent rights, trade secret rights, and alt renewals and extensions thereof.
SIGNATURE: _ l__~_-A..._f~
-----------
PRINTED NAME: Elana Polan
-------------------
POSITION: Senior Art Director
Page 2 of 2

PR-2020-240-134
ATTACHMENT G2
Employee Name \:1 A{g O>J $'-Clef<..

Work Order No . .;..P""'H'-'-0=0""3"'"52:;::.;0,._-.:..W::..:1'----------- County Master Agreement No. PH-003520
I understand and agree that I may be required to undergo a background and security lnvestigation(s). I
CONFIDENTIALllY AGREEMENT:
have access to confidential data and Information pertaining to persons and/or entities receiving services from
data and information ln its possession, especially data and information concerning health, criminal, and
I hereby agree that I will not divulge to any unauthorized person any data or Information obtained while
Page 1 of 2
PR-2020-240-135
ATTAC HM ENT G2
programs, formats, documentation, Contractor proprietary information and all other origlnal materials
occurs first.
I agree that 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. training documentation and aids, and other information and/or
purposes all my right, title, and interest In and to all such items, including, but not limited to, all unrestricted
DATE: -3.....J Zo , lo
PRINTED NAME: __._nAft_~_.___cO_\)
_ _~__,___
__ e{_
_ _ _ __
PosIrI0N: _ _ _._(_0t1_~_o_U_.er
_______
Page 2 of 2
MEDIA MAWO PH-003520·W3

PR-2020-240-136
ATTACHMENT G2
Employee Name _ _ 7"_,.._w_r__-_J_c:i_~_IW(.,

_ _ _ __
Work Order No. .,_P-'-'H"""-0"-"0""3.,._52:0-:<....!..W....,1'--------- County Master Agreement No. PH-003520
I may be Involved with work pertaining to services provided by the County of Los Angeles and, if so, I may
welfare recipient records . I understand that if I am involved in County work, the County must ensure that I,
Page 1 of 2
PR-2020-240-137
ATTACHMENT G2
CONTRACTOR EMPLOYEE ACKNOWLEDGEMENT ANO CONFIDENTIALITY AGREEMENT
programs, formats, documentation, Contractor proprietary information and all other orlginal materials
other person of whom f become aware. I agree to return all confidential materials to my immediate supervisor
occurs first.
I agree that 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. training documentation and aids, and other information and/or
SIGNATURE: _..:..tsc_.--===_..,~------------
PRINTED NAME: _ _.Au../\_~;....._~f_ _:;-_.._;_~

_ _ _ _ _ _ _ _ __
Page 2 of2
PR-2020-240-138
ATTACHMENT G2
Employee Name Colin Willette
Work Order No. '-P-'--'H~-0._.0=3=5=20;..-__,_W__1,...__ _ _ _ _ _ _ _ County Master Agreement No. PH-003520
Page 1 of 2
PR-2020-240-139
ATTACHMENT G2
occurs first.
SIGNATURE: _ _ _~--------------
PRINTED NAME: Colin Willette

POSITION: Billing Coordinator
Page 2 of 2

PR-2020-240-140
ATTACHMENT G2
Employee Name _ _ _E_M_l[_Y_LE_V_AN_T_ _

Work Order No. _P_H_-0_0~3_5=2~0-___W _ 1 ~ - - - - - - - - County Master Agreement No. PH-003520
Page 1 of 2

PR-2020-240-141
ATTACHMENT G2
occurs first.
SIGNATURE: ~~ DATE: _31_l!l__12020

PRINTED N A M E ~ LEVANT
POSITION: _ _ S_EN_IO_R_CO_P_YW_R_IT_ER_ _ __
Page 2 of 2

PR-2020-240-142
ATTACHMENT G2
Employee Name Jennifer Bittner

Work Order No . .,_P,. . .H. . : -0=0.;:.35=2=-=0:. . -W:. . :. . :. 1_ _ _ _ _ _ _ _ County Master Agreement No. PH-003520
GENERAL INFORMATION :
Page 1 of
PR-2020-240-143
ATTACHMENT G2
CONTRACTOR EMPLOYEE ACKNOWLEDGEMENT AND CONFIQENTIALIIY AGREEMENT

occurs first.
s1GNATURE:~ennifer Bittner 3- 19-20 DATE: ----''----''--
PRINTEDNAME: Jennifer Bittner
Pos1T10N:_DlEector of Productio_n_ __
Page 2 of

PR-2020-240-144
ATTACHMENT G2
Employee Name ___A_m_ite_s_h_K_ri_s_h_na

____
Work Order No . .:...P"'"'H_.-0=0=3=52~0._-W.:..:..:.1_ _ _ _ _ _ _ _ County Master Agreement No. PH-003520
Page 1 of 2
PR-2020-240-145
ATTACHMENT G2
occurs first.
diagrams, reports. software development tools and aids. diagnostic aids, computer processable media,
· ==::::::--=---------
SIGNATURE: _ _ _~---'-:=:= DATE: _3_1~2020
PRINTED NAME: Amitesh Krishna
POSITION: Accounting Manager
Page 2 of 2

PR-2020-240-146
ATTACHMENT G2

Employee Name ______J_iy_a_J_a_is_in_g_h_ _ __
Work Order No . .a. .P.:. . :H. .,-0=0=3=52=0'--W.:. .:. . :.1_ _ _ _ _ _ _ _ County Master Agreement No. PH-003520
Page 1 of 2
PR-2020-240-147
ATTACHMENT G2
occurs first.
I agree that all materials, documents, software programs and documentation, written designs, plans.
source codes. object codes, conversion aids, training documentation and aids, and other information and/or
SIGNATURE: ~~
PRINTED NAME: Jiya Jaisingh
POSITION: Associate Account Executive
Page 2 of2

PR-2020-240-148
ATTACHMENT G2
A_n....,g_ie_S_ha_e_ff_e_r______
Employee Name __
Work Order No .....

P....
H___
-0""0'""3""'5__
2 0"--W.;...a..;.1_ _ _ _ _ _ _ _ County Master Agreement No. PH-003520
Page 1 of 2

PR-2020-240-149
ATTACHMENT G2
occurs first.
diagrams, reports. software development tools and aids, diagnostic aids, computer processable media,
Agreement, and all works based thereon , incorporated therein, or derived there from shall be the sole
SIGNATURE: _--4,A..i.o~~-·~..__._.5,_,,.,_'/4_,4...,1#..,...,..F"''A..""''---------
PRINTED NAME: Angie Shaeffer
POSITION: _ _.E_x.. .,e. .,c. ,u. . .,tj_._........
ve A...,s...s=js..,.ta.....n ...E_O'---_______
....t....,t...o__C
Page 2 of2

PR-2020-240-150
ATTACHMENT G3
CONTRACTOR NON-EMPLOYEE ACKNOWLEDGEMENT AND CONFIDENTIALITY

AGREEMENT
Non-Employee Name: Ne lb<AY De., )esu.s

The Contractor 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 signature on this Contractor Non-Employee
I understand and agree that the Contractor referenced above has exclusive control for purposes of the above-
referenced Master Agreement. I understand and agree that I must rely exclusively upon the Contractor
referenced above 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.
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 the above-referenced Contractor for the County.
I have read this agreement and have taken due time to consider it prior to signing.
performing work pursuant to the above-referenced Master Agreement between the above-referenced
Contractor and the County of Los Angeles. I agree to forward all requests for the release of any data or
information received by me to the above-referenced Contractor.
Page 1 of 2
PR-2020-240-151
ATTACHMENT G3

AGREEMENT
programs, formats, documentation, Contractor proprietary information, and all other original materials
these confidential materials against disclosure to other than the above-referenced Contractor or County
employees who have a need to know the information. I agree that if proprietary information supplied by other
County vendors is provided to me, I shall keep such information confidential.
I agree to report to the above-referenced Contractor any and all violations of this agreement by myself and/or
by any other person of whom I become aware. I agree to return all confidential materials to the above-
referenced Contractor upon completion of this Master Agreement or termination of my services hereunder,
whichever occurs first.

SIGNATURE: \J\-v...... J . ~ ~ DATE: 03 1__j.J_; 2o Z.0
PRINTED NAME: Me-(bd.¥ ' De .Jesu.s

PosITION: Ar-f Dr ~c+ov- / l)escine r
I
Page 2 of 2
PR-2020-240-152
ATTACHMENT G3

AGREEMENT
Non-Employee Name: ---'D=en:.:.:i.:.s..:.W.:.;o:.:l.:.co:.:tta:....._ _ _ _ _ _ _ _ _ __
Contractor and the County of Los Angeles. I agree to forward all requests for the release of any data or
Page 1 of 2
PR-2020-240-153
ATTACHMENT G3

AGREEMENT
programs, formats, documentation, Contractor proprietary information, and all other original materials
by any other person of whom I become aware. I agree to return all confidential materials to the above-

County of Los Angeles may seek all possible legal redress .
SIGNATURE: DATE: _03_/_19_/ 2020_
PRINTED NAME: _Denis Wolcott_ _ _ _ __
POSITION: _Public Relations Consultant____
Page 2 of 2
PR-2020-240-154
ATTACHMENT G3

AGREEMENT
Non-Employee Name: JV\~ u~,J ~-z.N Ill-

Acknowledgement and Confidentiality Agreement
Contractor and the County of Los Angeles. I agree to forward ail requests for the release of any data or
Page 1 of 2
MEDIA MAVI.O PH-003520-W3
PR-2020-240-155
ATTACHMENT G3

AGREEMENT
pertaining to persons and/or entities receiving services from the County, design concepts , algorithms ,
programs. formats, documentation, Contractor proprietary information, and all other original materials
by any other person of whom I become aware. I agree to return all confidential materials to the above--

diagrams. reports, software development tools and aids, diagnostic aids, computer processable media,
source codes, object codes, conversion aids, training documentation and aids. and other information and/or
Instruments, and other documents requested by the County, and to promptly perform all other acts
County of Los Angeles ma,, J"-".,..11 possible legal redress.
SIGNATUR'~~_?"::.,_,.......,:::::...;::.....:::::...:~.s_.£-=..i..::::..:..i...:=~ - - DATE: 0 119 I 2.i)

PRINTED NAME: f\.'1\(\(.)lu(;~~-rut lL--
POSITION: P~c:r: (\/\ iANf\ (J)QIL
Page 2 of2
MEDIA MAWO PH-003520-W'J
PR-2020-240-156
ATTACHMENT H
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 instruct
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 harmless
County, its officers, employees, and agents from and against any and all liability, including
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 officers',
employees', or agents', access to patient medical records. Contractor agrees to provide
appropriate training to its employees regarding their obligations as described hereinabove.

PR-2020-240-157
Exhibit I
FEDERAL PROVISIONS
I. 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.
II. FEDERAL CHANGES

A. Contractor shall at all times comply with all applicable regulations, policies,
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 provided 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.
Ill. 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 pertinent to
this Agreement for the purposes of making audits, examinations, excerpts, 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 reasonably
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 Agreement,
in which case, Contractor agrees to maintain same until the County, FEMA, the
Page 1 of 12
PR-2020-240-158
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 affiliates (defined
at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or
disqualified (defined at 2 C.F.R. § 180.935).
B. Contractor represents and warrants that it is not debarred, suspended, or
otherwise excluded from or ineligible for participation in Federal assistance
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 a third party
subcontractor who is debarred, suspended, or otherwise excluded from or
ineligible for participation in Federal assistance programs under executive 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. Contractor
agrees to the provisions of Attachment 1 , Certification Regarding Debarment,
Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered
Transactions, attached hereto and incorporated herein. For purposes of this
Agreement and Attachment 1, Contractor is the "prospective lower tier
participant. 11
D. The Contractor agrees to include paragraphs A and B above in each third party
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 debarment.
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 compliance in its
lower tier covered transactions. 11
V. NO FEDERAL GOVERNMENT OBLIGATIONS TO CONTRACTOR

A. The County and Contractor acknowledge and agree that, notwithstanding any
concurrence by t~e Federal Government in or approval of the solicitation or
Page 2 of 12
PR-2020-240-159
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.
VI. EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE (applicable to all

construction contracts awarded meeting the definition of "federally assisted
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, medical 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 the
applicable regulations promulgated thereunder (California Code of 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 reference and
made a part hereof as if set forth in full.
D. Contractors, and subcontractors shall give written notice of their obligations
under this clause to labor organizations with which they have a collective
bargaining or other Agreement.
VII. ANTI-KICKBACK ACT COMPLIANCE (applicable to all contracts and subgrants

for construction or repair; 44 CFR §13.36(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).
Page 3 of 12
PR-2020-240-160
VIII. DAVIS-BACON ACT COMPLIANCE (applicable to construction contracts 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 expected
funding or reimbursement of County's expenses incurred in connection with the
services provided under this Agreement, Contractor agrees to comply with the
Davis-Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of
Labor regulations (29 CFR Part 5) as set forth below. These requirements 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 Department of
Industrial Relations (State Wage Rates). Current DIR requirements may be
found at http://www.dir.ca.gov/lcp.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 OBA WDs." In the drop-down menu for State, select, "California." 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 ordinarily available
on the open market, or contracts for transportation or transmission of intelligence)
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 employee for
his unpaid wages. In additions, such Contractor and subcontractor shall be
liable to the United States for liquidated damages. Such liquidated damages
shall be computed with respect to each individual laborer or mechanic employed
• in violation of the provisions of paragraph B in the sum of $1 O for each calendar
Page 4 of 12
PR-2020-240-161
day on which such employee was required or permitted to be employed on such
work in excess of eight hours or in excess of his standard workweek of forty
hours without payment of the overtime wages required by paragraph B.
D. Withholding for unpaid wages and liquidated damages: The County shall
upon its own action or upon written request of an authorized representative of
the Department of Labor withhold or cause to be withheld, from any moneys
payable on account of work performed by the contractor or subcontractor 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 damages 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 compliance 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 States Department
of Justice's Office of Justice Programs Financial Guide, and agrees to comply
with any such applicable requirements.
XI. · NOTICE OF REQUIREMENTS PERTAINING TO COPYRIGHTS

A. Contractor agrees that FEMA shall have a royalty-free, nonexclusive, 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 ownership with
the assistance of funds provided under this Agreement.
B. The Contractor agrees to include paragraph A above in each third party
Page 5 of 12
PR-2020-240-162
XII. PATENT RIGHTS (applicable to contracts tor experimental, research, or
development projects financed by FEMA; 44 CFR §13.36(i)(8))
A. General. If any invention, improvement, or discovery is conceived or first
actually reduced to practice in the course of or under this Agreement, 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 detailed report to
FEMA.
B. Unless the Government later makes a contrary determination in writing,
irrespective of Contractor's status (a large business, small business, state
government or state instrumentality, local government, nonprofit organization,
institution of higher education, individual), the County and Contractor 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 are contained in the state energy conservation 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
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. 7401-7671 q) 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 Environmental 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 tum, report each violation
as required to assure notification to FEMA and the appropriate EPA regional
office.
Page 6 of 12
PR-2020-240-163
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 excess 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 Agreement 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
XIX. MBE / WBE REQUIREMENTS

The County intends to seek reimbursement of its costs incurred in connection with
this project from FEMA. Accordingly, the CONTRACTOR shall make every effort to
procure Minority and Women's Business Enterprises ("DBEs") through 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.
Page 7 of 12
PR-2020-240-164
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 information 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 MBE/WBEs is referred to
as the "Good Faith" effort. This effort requires the recipient, prime contractor 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 enterprises
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 business, 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 requirements 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 services in a
manner that maximizes energy and resource recovery; and establishing an
affirmative procurement program for procurement of recovered materials
identified in the EPA guidelines.
Page 8 of 12
PR-2020-240-165
XXI. INCORPORATION OF UNIFORM ADMINISTRATIVE REQUIREMENTS
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 incorporated 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 provisions
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. OHS SEAL, LOGO, AND FLAGS.
The contractor shall not use the OHS seal(s), logos, crests, or reproductions of
flags or likenesses of OHS agency officials without specific FEMA pre-approval.
Page 9 of 12
PR-2020-240-166
ATTACHMENT 1
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND

VOLUNTARY EXCLUSION - LOWER TIER COVERED TRANSACTIONS
(Lower Tier refers to the agency or contractor receiving Federal funds, as well as any
subcontractors that the agency or contractor enters into contract with using those funds)
As required by Executive Order 12549, Debarment and Suspension, as defined at 44

CFR Part 17, County may not enter into contract with any entity that is debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded by the
Federal Government from participating in transactions involving Federal funds.
Contractor is required to sign the certification below which specifies that neither
Contractor nor its principals are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded by the Federal agency. It also
certifies that Contractor will not use, directly or indirectly, any of these funds to employ,
award contracts to, engage the services of, or fund any contractor that is debarred,
suspended, or ineligible under 44 CFR Part 17.
Instruction for Certification
1. By signing and submitting this proposal, the prospective lower tier participant is
providing the certification set out below.
2. The certification in this clause is a material representation of fact upon which
reliance was placed when this transaction was entered into. If it is later determined
that the prospective lower tier participant knowingly rendered an erroneous
certification, in addition to other remedies available to the Federal Government the
department or agency with which this transaction originated may pursue available
remedies, including suspension and/or debarment.
3. The prospective lower tier participant shall provide immediate written notice to the
person to whom this proposal is submitted if at any time the prospective lower tier
participant learns that its certification was erroneous when submitted or had become
erroneous by reason of changed circumstances.
4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered
transaction, participant, person, primary covered transaction, principal, proposal, and
voluntarily excluded, as used in this clause, have the meaning set out in the
Definition and Coverage sections of rules implementing Executive Order 12549. You
may contact the person to which this proposal is submitted for assistance in
obtaining a copy of those regulations.
5. The prospective lower tier participant agrees by submitting this agreement that,
should the proposed covered transaction be entered into, it shall not knowingly enter
into any lower tier covered transaction with a person who is proposed for debarment
under 48 CFR Part 9, subpart 9.4, debarred, suspended, declared ineligible, or
voluntarily excluded from participation in this covered transaction, unless authorized
_by the department or agency with which this transaction originated.
Page 10 of 12
PR-2020-240-167
6. The prospective lower tier participant further agrees by submitting this proposal that
it will include this clause titled "Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," without
modification, in all lower tier covered transactions and in all solicitations for lower tier
covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective
participant in a lower tier covered transaction that it is not proposed for debarment
under 48 CFR part 9, subpart 9.4, debarred, suspended, 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 required to,
check the List of Parties Excluded from Federal Procurement and Nonprocurement
Programs.
8. Nothing contained in the foregoing shall be construed to require establishment of a
system of records in order to render in good faith the certification required by this
clause. The knowledge and information of a participant is not required to exceed that
which is normally possessed by a prudent person in the ordinary course of business
dealings.
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 debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this
transaction by any Federal department or agency.
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 ~ I
Page 11 of 12
PR-2020-240-168
ATTACHMENT 2
CERTIFICATION REGARDING LOBBYING

Certification for Contracts, Grants, Loans, and Cooperative Agreements
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 awarding of any
Federal contract, the making of any Federal grant, the making of any Federal loan,
the entering into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to
any person for influencing or attempting to influence an officer or employee of 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 accordance with its
instructions.
3. The undersigned shall require that the language of this certification be included in
the award documents for all subawards at all tiers (including subcontracts,
subgrants, and contracts under grants, loan, and cooperative agreements) and that
all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by section 1352, title
31, U.S. Code. Any person who fails to file the required certification shall be subject to a
civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
Date r/4/)o
Page 12 of 12
PR-2020-240-169

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COUNTY OF LOS ANGELES

OFFICE OF THE COUNTY COUNSEL

William "Bill" Melugin

Re: California Public Records Act Request - County Contracts

Dear Mr. Melugin:

This is in response to your California Public Records Act request,

"Wanted to circle back to these PR contracts. Can you tell me if

After undertaking a search and review of records, the County of

While we have determined that there are disclosable records, certain

1. Records containing personal and/or private information of

Some responsive records contain personal and private information of

Government Code section 6255(a) allows an agency to withhold a record

The responsive documents are attached and reflect the following:

COVID-19 Emergency Communications Support

Very truly yours,

c: Kirk Shelton, Manager, Contracts and Procurement

VENDOR NO: 185948 Page

COUNTY OF LOS ANGELES

County purchasing Agent

This certificate is applicable only when signed by an authorized person.

TERMS AND CONDITION OF PURCHASE

VENDOR NO: 185948 Page

a. Vendor has materially breached the Purchase Order; or

VENDOR NO: 185948 Page

VENDOR NO: 185948 Page

VENDOR NO: 185948 Page

31. CONTRACTOR'S WARRANTY OF ADHERENCE TO COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM

Certified payroll shall be submitted upon request and shall include:

Prevailing wage Scale Wherever required:

VENDOR NO: 185948 Page

D. Current prevailing wage rates may be obtained at:

Division of Labor Standards Enforcement

CONTRACTOR RESPONSIBILITY AND DEBARMENT

7. These terms shall also apply to (subcontractors/subconsultants) of County Contractors.

VENDOR NO: 185948 Page

PROHIBITION AGAINST USE OF CHILD LABOR

A. Jury Service Program.

B. Written Employee Jury Service policy.

VENDOR NO: 185948 Page

PRICE SPECIFIC CONTRACTS AND PURCHASE ORDERS

DEFAULT METHOD OF PAYMENT: DIRECT DEPOSIT OR ELECTRONIC FUNDS TRANSFER (EFT)

FEDERAL UNIFORM GUIDELINE CLAUSE

COMPLIANCE WITH COUNTY POLICY OF EQUITY

CHIEF EXECUTIVE OFFICE

CONTACT FOR DELIVERY INSTRUCTIONS (NAME, TELEPHONE)

LINE COMMODITY/SERVICE DESCRIPTION QUANTITY UOM UNIT PRICE EXTENDED

Filler NOTICE TO VENDORS: Filler Filler Filler Filler

1 COMMODITY CODE: 915-79-00-0000000 1.00000 LOT $200,000.000000 $200,000.00

SALES TAX AMOUNT: $0.00

STOCK ITEM DESCRIPTION:

COMMUNICATION SERVICES RELATED TO NOVEL

*SUPPORTING DOCUMENTS ATTACHED

LA County Purchase Order Awarded on: 04/23/2020

COUNTY OF LOS ANGELES

SERVICES UNDER THIS PURCHASE ORDER WILL

2 COMMODITY CODE: 915-79-00-0000000 1.000000 LOT $147,000.000000 $147,000.00

SALES TAX AMOUNT: $0.00

COMMUNICATION SERVICES RELATED TO NOVEL

*SUPPORTING DOCUMENTS ATTACHED

SERVICES UNDER THIS PURCHASE ORDER

VENDOR NO: 185948 Page

COUNTY OF LOS ANGELES

County purchasing Agent

This certificate is applicable only when signed by an authorized person.