County Of Los Angeles DEPARTMENT OF CHILDREN AND

58.0WARRANTY AGAINST CONTINGENT FEES . 4459.0COMPLIANCE WITH COUNTY’S ZERO TOLERANCE POLICY ONHUMAN TRAFFICKING . 4560.0DATA ENCRYPTION . 45Exhibit AExhibit A-1Exhibit A-2Exhibit A-3Exhibit A-4Exhibit A-5Exhibit A-6Exhibit A-7Exhibit A-8Exhibit BExhibit B-1Exhibit CStatement of WorkILP Verification of Emancipation Status/Consent for Release of InformationSpecial Incident ReportContract Discrepancy ReportShared Core Practice ModelPerformance Requirements SummaryPerformance Requirements OutcomesService Delivery SitesIndependent Living Program Follow-Up Services FormLine Item BudgetAdvance Payment Reconciliation FormAttachmentsAttachment AEqual Employment Opportunity (EEO) CertificationAttachment BIntentionally Left BlankAttachment C-1CONTRACTOR Acknowledgement and ConfidentialityAgreementAttachment C-2CONTRACTOR Employee Acknowledgement andConfidentiality AgreementAttachment DCONTRACTOR Non-Employee Acknowledgment andConfidentiality AgreementAttachment EAuditor-Controller Contract Accounting and AdministrationHandbookAttachment FInternal Revenue Notice 1015Attachment GJury Service Program Certification and Los Angeles CountyCode 2.203 (Jury Service Program)Attachment HSafely Surrendered Baby Law Fact SheetAttachment ICONTRACTOR's AdministrationAttachment JCOUNTY's AdministrationAttachment KCharitable Contributions CertificationAttachment LCertification of Compliance with the County's DefaultedProperty Tax Reduction ProgramAttachment MZero Tolerance Policy on Human Trafficking CertificationAttachment NContractor’s Compliance with Encryption Requirements

COUNTY OF LOS ANGELESTRANSITIONAL HOUSING FOR TRANSITION AGE YOUTH SERVICESThis Contract is made and entered into this day of , by and betweenCounty of Los AngelesHereinafter referred to as"COUNTY"andLos Angeles Homeless ServicesAuthority (LAHSA)Hereinafter referred to as"CONTRACTOR".RECITALSWHEREAS, pursuant to Government Code Sections 26227, 31000 and 53703,COUNTY is permitted to contract for services, andWHEREAS, the COUNTY desires to provide Transitional Housing Services forTransition Age Youth (TAY) pursuant to the California Department of Social Services(CDSS) Manuel Section 23-650.11 Procurement by Negotiation; andWHEREAS, in 1999, Congress passed the John H. Chafee Foster CareIndependence Act (Chafee Act) to replace the Title IV-E Social Security Act, which (1)created the federal mandate for States to use a portion of Chafee Act funds to serveformer foster youth up to age 21; (2) included provisions permitting Medicaid coveragefor youth up to age 21; and (3) 30 percent of Chafee Act funds are to be used forhousing assistance for former foster youth, andWHEREAS, COUNTY has determined that the services to be provided underthis Contract are necessary to direct and link former foster/probation youth withhousing, health and social services in which they are eligible for in order that theymight experience a seamless transition into permanent housing as self-sufficientadults, andWHEREAS, CONTRACTOR is a joint power of authority between the City ofLos Angeles and the County of Los Angeles designated to provide housing forhomeless individuals and families, andWHEREAS, CONTRACTOR warrants that it possesses the competence,expertise and personnel necessary to provide such services, and for the purpose ofthis Contract considers itself a sub-recipient insofar as compliance with Office ofManagement and Budget (OMB) 2 CFR 200, andNOW THEREFORE, in consideration of the mutual promises, covenants andconditions set forth herein, the parties hereto do agree as follows:Part I: Unique Terms and Conditions1

PART I: UNIQUE TERMS AND CONDITIONS1.0APPLICABLE DOCUMENTS AND DEFINED TERMS1.1This Contract and the Exhibits hereto, constitute the complete andexclusive statement of understanding between the parties, whichsupersedes all previous agreements, written or oral, and all othercommunications between the parties relating to the subject matter ofthis Contract. No change to this Contract shall be valid unless preparedpursuant to Part II, Section 7.0, Change Notices and Amendments, andsigned by both parties.1.2Exhibits A, A-1,A-2, A-3, A-4, A-5, A-6, A-7, A-8, Exhibits B, B-1, andExhibit C Attachments A, B, C-1, C-2, D, E, F, G, H, I, J, K, and L, setforth below, are attached to and incorporated by reference in thisContract.1.3The headings, page numbers, sections, and subsection numberscontained in this Contract are for convenience and reference only andare not intended to define the scope of any provision herein.1.4In the event of any conflict or inconsistency in the definition orinterpretation of any word, responsibility, schedule, contents ordescription of any task, deliverable, product, service, or other wo kbetween this Contract, Statement of Work, and Exhibits, or amongExhibits, said conflict or inconsistency shall be resolved by givingprecedence first to the Contract, Statement of Work, and Attachmentsaccording to the following priority: Exhibit A, A-1, A-2, A-3, A-4, A- 5,A-6, A-7, A-8, Exhibits B, B-1, and Exhibit C Attachments.1.5The following words as used herein shall be construed to have thefollowing meaning, unless otherwise apparent from the context inwhich they are used:A."Contract" - means an agreement executed between COUNTYand CONTRACTOR.It sets forth the terms and conditionsfor the issuance and performance of Exhibit A, Statement ofWork.B."CONTRACTOR" - means the sole proprietor, partnership, orcorporation that has entered into a contract with the COUNTYto perform or execute the work covered by Exhibit A, Statementof Work.C."COUNTY" - means the Department of Children and FamilyServices on behalf of the County of Los Angeles and its Boardof Supervisors.D."COUNTY's Program Manager'' (CPM) - means COUNTYrepresentative responsible for daily management of contractoperation and the oversight of monitoring activities, compliancePart I: Unique Terms and Conditions2

with the requirements of the Contract, and the delivery ofservices.2.0E."Day" or "Days" - means whether singular or plural, whether withinitial letter capitalized or not, shall mean calendar days, and notbusiness or workday, unless otherwise specifically stated.F."DCFS"- means COUNTY's Department of Children and FamilyServicesG."Director'' - means COUNTY's Director of Children and FamilyServices or his or her authorized designee.H."Fiscal Year(s)"- means the 12-month period beginning July 1stand ending the following June 30th.I."Maximum Contract Sum"- means the total amount to be paidunder this contract.J."Program" - means the work to be performed byCONTRACTOR as defined in Exhibit A, Statement of Work.K."Subcontract" - means a contract by which a third party agreesto provide services or materials necessary to fulfill an originalcontract.PARTIES TO THE CONTRACTThe parties to this Contract are the County of Los Angeles, hereinafterreferred to as "COUNTY" and Los Angeles Homeless Services Authority,hereinafter referred to as "CONTRACTOR."3.0TERM AND TERMINATION3.1The term of this Contract shall commence on July 1, 2017, or the dateof execution by the Director of DCFS, whichever is later, and shallexpire on June 30, 20202018, or threeone years after the date ofexecution, whichever is later, with an option to extend for up to twoadditional one-year renewal periods, unless terminated earlier orextended, in whole or in part, as provided in this Contract.3.2COUNTY will issue a written start work notice to CONTRACTORindicating when services under this Contract can begin.CONTRACTOR shall not begin any services under this Contractwithout such written start work notice from the COUNTY. COUNTY hasthe right to issue a written stop work order whenever the COUNTYdeems that it is in its best interest to do so, and CONTRACTOR shallstop work immediately upon receipt of such written stop work notice.3.3CONTRACTOR shall notify COUNTY when this Contract is within sixmonths from the expiration of the three-year term as provided forhereinabove. Upon occurrence of this event, CONTRACTOR shallPart I: Unique Terms and Conditions3

send written notification to the COUNTY at the address herein providedin Attachment J, County's Administration.4.0CONTRACT SUM4.1During the term of this Contract, COUNTY shall compensateCONTRACTOR for the services set forth in Exhibit A, Statement ofWork, and at the rate of compensation set forth in Exhibit B, Line ItemBudget.4.2CONTRACTOR shall not be entitled to payment or reimbursement forany tasks or services performed, nor for any incidental oradministrative expenses whatsoever incurred in or incidental toperformance hereunder, except as specified herein. Assumption ortakeover of any of the CONTRACTOR's duties, responsibilities, orobligations, or performance of same by any entity other than theCONTRACTOR, whether through assignment, subcontract,delegation, merger, buyout, or any other mechanism, with or withoutconsideration for any reason whatsoever, shall occur only with theCOUNTY's express prior written approval.4.3CONTRACTOR shall maintain a system of record keeping that willallow CONTRACTOR to determine when it has incurred 75 percent ofthe total contract authorization under this Contract.4.4CONTRACTOR shall have no claim against COUNTY for payment ofany money or reimbursement, of any kind whatsoever, for any serviceprovided by CONTRACTOR after the expiration or other termination ofthis Contract. Should CONTRACTOR receive any such payment,CONTRACTOR shall immediately notify COUNTY and shallimmediately repay all such funds to COUNTY. Payment by COUNTYfor services rendered after expiration/termination of this Contract shallnot constitute a waiver of COUNTY's right to recover such paymentfrom CONTRACTOR. This provision shall survive the expiration orother termination of this Contract.4.5The total amount payable under this Contract is 8,614,668,hereinafter referred to as "Maximum Contract Sum". The maximumamount payable under this Contract for eachthe first year of thecontract term shall not exceed 2,871,5562,584,400, hereinafterreferred to as "Maximum Annual Contract Sum".4.6CONTRACTOR has prepared and submitted to COUNTY a budgetsegregating direct and indirect costs and profit for the work to beperformed by CONTRACTOR under this Contract, hereinafter referredto as "Budget". Budgeted expenses shall be reduced by applicableCONTRACTOR revenues, which are identified thereon. The line itemsshall provide sufficient detail to determine the quality and quantity ofservices to be delivered. This Budget is attached hereto andincorporated by reference herein as Exhibit B, Line Item Budget.CONTRACTOR represents and warrants that the Budget is true andcorrect in all respects, and services shall be delivered hereunder inPart I: Unique Terms and Conditions4

accordance with the Budget. In the event the Maximum Contract Sumis increased pursuant to Part II, Section 7.0, Change Notices andAmendments, hereof, CONTRACTOR shall prepare and submit anamended Budget.4.75.0Time is of the essence with regards to CONTRACTOR's performanceof any tasks, deliverables, goods, services, or other work, as specifiedin this Contract, provided, however, the foregoing shall not beconstrued to limit or deprive a party of the benefits of any grace or useperiod allowed in this Contract.INSURANCE REQUIREMENTS5.1General Insurance RequirementsWithout limiting CONTRACTOR's indemnification of the COUNTY andduring the term of this Contract, CONTRACTOR shall provide andmaintain, and shall require all of its Subcontractors to maintain, thefollowing programs of insurance specified in this Contract. Suchinsurance shall be primary to and not contributing with any otherinsurance or self-insurance programs maintained by COUNTY. Suchcoverage shall be provided and maintained at CONTRACTOR's ownexpense.5.1.1 Evidence of Insurance: Prior to commencing services under thisContract, certificate(s) or other evidence ofcoveragesatisfactory to COUNTY shall be delivered to:County of Los AngelesDepartment of Children and Family ServicesContracts AdministrationAttention: Contract Administrator425 Shatto Place, Room 400Los Angeles, CA 90020Such certificates or other evidence shall:5.1.1.1Specifically identify this Contract;5.1.1.2Clearly evidence all coverage required in thisContract;5.1.1.3Contain the express condition that COUNTY is to begiven written notice by mail at least 30 days inadvance of cancellation for all policies evidenced onthe certificate of insurance;5.1.2 Include copies of the additional insured endorsement to thecommercial general liability policy, adding the “The County ofLos Angeles, its Special Districts, Elected Officials, Officers,Agents, Employees and Volunteers (collectively County and itsPart I: Unique Terms and Conditions5

Agents)” as insureds for all activities arising from this Contract;and5.1.3 Identify any deductibles or self-insured retentions for COUNTY'sapproval. The COUNTY retains the right to require theCONTRACTOR to reduce or eliminate such deductibles or selfinsured retentions as they apply to th

Exhibit A-2 Special Incident Report Exhibit A-3 Contract Discrepancy Report Exhibit A-4 Shared Core Practice Model Exhibit A-5 Performance Requirements Summary Exhibit A-6 Performance Requirements Outcomes Exhibit A-7 Servic