Cooperative Endeavor Agreement Between City of New Orleans And ...
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Cooperative Endeavor Agreement Between City of New Orleans And Louisiana Public Health Institute REEMENT (this "Agreement"), made and entered into this _1_ day of _ _, ffective Date") by and between the City of New Orleans ("City"), herein represented by the Honorable Mayor Mitchell J. Landrieu, and the Louisiana Public Health Institute ("LPHI"), herein represented by Joseph D. Kimbrell, its Chief Executive Officer, witness that,
RECITALS WHEREAS, the City of New Orleans is committed to creating and enhancing bicycle and pedestrian infrastructure citywide; and WHEREAS, LPHI was awarded a grant by the Entergy Corporation on 1st_ _ day of May, 2011 to support the City in advancing the creation and enhancement ofbicycle and pedestrian infrastructure; and WHEREAS, the Entergy Corporation grant is effective from May 1, 2011 through April 30,2012;and WHEREAS, LPHI has retained the services of a bicycle and pedestrian advisor (LPHI staff) and desires to dedicate LPHI employee to the City in a full time staff role; and WHEREAS, the City desires to utilize the services of LPHI staff in an advisory capacity to promote the development of pedestrian and bicycle infrastructure on capital projects and policies and initiatives that improve the pedestrian and bicycle environment; and WHEREAS, the City seeks to define the roles and responsibilities ofLPHI staff working under the auspices of the City to create a harmonious working relationship; NOW, THEREFORE, City and LPHI, for the consideration and under the conditions set forth, agree as follows:
ARTICLE I SCOPE OF SERVICES Section 1. Services to be performed by LPHI. A. Personnel. LPHI is responsible for hiring LPHI staff to work with the City of New Orleans as a Technical Advisor to promote the development of pedestrian and bicycle infrastructure on capital projects and policies and initiatives that improve the pedestrian and bicycle environment .
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B. Recruitment and Hiring. LPHI shall create the necessary position, position description, and recruit for the position according to Entergy Corporation grant requirements and LPHI. All recruitment and hiring activities will be performed in accordance with LPHI' s employment policies and procedures. C. Salary and Benefits. LPHI shall determine competitive salary levels based on employment history, skill level, and labor norms. Employment benefits packages will be offered in accordance with LPHI' s employment policies and procedures. D. Financial Management. LPHI shall be responsible, in accordance with its customary business practice, for all matters pertaining to the financial administration functions associated with staff assigned under this agreement. Section 2. Services to be provided by City. The City shall perform services as identified below: A. Supervision. The City shall provide supervision for LPHI Staff through the Department of Public Works by ensuring that the LPHI staffs conduct is in accordance with the Section 3 of this agreement. B. Accommodations. The City shall provide a desk, telephone, internet access, a City email address, employee identification card, access to the City's computer server, and access to a printer and copy machine for the period that the LPHI Staff operate at a City-owned property. Parking will not be provided. C. Meeting Notification. The City shall provide notice to the LPHI Staff of meetings in which their participation is requested in fulfillment of the terms of this agreement. D. Information. The City shall provide information, data, and reports or cause its Consultants to provide these items that are necessary for the LPHI Staff in fulfillment of the terms of this agreement. E. Coordination. The City shall assist LPHI Staff in coordinating with other City departments and staff when appropriate. F. Policies and Guidelines. The City shall provide policies and guidelines regarding communication and dissemination of City-provided data and information. At a minimum, LPHI staff shall comply with the Department of Public Works employee handbook. Personnel policies and procedures of the City, the Department of Public Works and the Office of Facilities, Infrastructure and Community Development shall be provided to LPHI. G. Publicity. The City shall facilitate opportunities to promote bicycle and pedestrian facilities, policies, and initiatives in coordination with the approved work plan to be coordinated through the Mayor's Office of Communications as approved by the Deputy Mayor- Facilities, Infrastructure and Community Development. Section 3. Services to be performed by LPHI staff. LPHI staff shall perform services and cooperate with the City as identified below: A. Services. LPHI staff shall promote the development of pedestrian and bicycle infrastructure on capital projects and policies and initiatives that improve the pedestrian and bicycle in accordance with the attached approved grant description (see Attachment A). To accomplish this task, LPHI staff shall:
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1. Develop a detailed and actionable work plan on a bi-annual basis that supports the attached approved grant description (see Attachment A) to present for review, revision and approval by the Department of Public Works and the Deputy Mayor- Facilities, Infrastructure and Community Development for their implementation. The work plan shall include a list of projects that LPHI staff will advise on and the following details for the implementation of each project identified: i. a well-defined role for LPHI staff involvement in each project identified; ii. a list of City departments, non-City agencies, non-profits and community groups that LPHI staff will interact with; iii. goals and milestones for LPHI staff involvement; and iv. metrics for evaluating effectiveness of LPHI staff involvement. 2. Act as a technical advisor to the City for the Lafitte Greenway project for which a Professional Services Agreement with Design Workshop (Consultant) is currently in place. In this role, LPHI staff shall: i. Provide technical review of project deliverables at the City's request; and ii. Provide technical guidance to the City at the City's request during the development of the project. 3. Prepare and regularly update project fact sheets for all projects LPHI staff is involved with according to guidance provided by the City; 4. Prepare and present monthly progress reports on implementation of the approved work plan to the Department of Public Works and as requested to the Deputy Mayor- Facilities, Infrastructure and Community Development; 5. Follow the City's policies, guidelines and direction regarding communication and dissemination of City provided data and information; 6. Explicitly, represent that LPHI Staff are not City employees, but working in an advisory capacity to the City through the Department of Public Works; 7. Utilize the following title for identification: Pedestrian and Bicycle Advisor, Louisiana Public Health Institute I Technical Advisor to the City of New Orleans- Facilities, Infrastructure and Community Development; and 8. Be restricted from assuming any agency role on behalf of the City including but not limited to directing Consultants, Contractors and other third-party vendors to the City on the delivery of services to be provided to the City. B. Cooperation. LPHI staff shall: 1. Conduct themselves in accordance with the personnel policies and procedures of the City and the Department of Public Works; 2. Meet weekly, or more frequently as needed, with a designated representative ofthe Office of Facilities, Infrastructure and Community Development to: i. provide project and work plan status updates;
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coordinate on needed approvals; share schedule for upcoming week; troubleshoot potential issues; and coordinate on other matters as deemed necessary by the City and I or LPHI staff. 3. Seek and receive authorization from the Department of Public Works and the Deputy Mayor- Facilities, Infrastructure and Community Development prior to: i. Deviating from approved bi-annual work plans; ii. Committing to public speaking engagements to discuss City business; iii. Interacting with members of the City Council and I or their staff; iv. Applying for additional grant monies on behalf of the City unless previously authorized in an approved bi-annual work plan; and v. Sharing information with non-City agencies unless previously authorized in an approved bi-annual work plan. ii. iii. iv. v.
ARTICLE II TERM Section 1. Term. This CEA shall begin on the date that the agreement is entered into and extend through the term of the Entergy Grant awarded to LPHI that expires on April 30, 2012.
ARTICLE HI TERMINATION Section 1. Termination for Cause. Both parties shall each have the right to terminate this Agreement for cause, effective immediately upon the giving of written notice to the other party of its intent to terminate and the reasons therefore. If the termination for cause is subsequently challenged in a court of law and if the challenging party prevails, the termination for cause shall be deemed to be a termination for convenience and shall be effective thirty (30) days from the date that the original written notice of termination for cause was given to the challenging party and no further notice shall be required. Section 2. Termination for Convenience. Both parties shall each have the right to terminate this Agreement without cause by giving the other party written notice of its intent to terminate at least thirty (30) days prior to the date of termination. Section 3. Survival of Certain Provisions. All representations and warranties and all responsibilities regarding record retention, access and ownership, cooperation with OIG investigations, indemnification and payment for services rendered shall survive the termination of this Agreement and continue in full force and effect.
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ARTICLE HI COMPENSATION Section 1. Non-Transfer of Funds. There shall be no exchange of funds through this Cooperative Endeavor Agreement. ARTICLE IV NON-DISCRIMINATION; EQUAL EMPLOYMENT OPPORTUNITY Section 1. Parties Shall Not Discriminate. In the performance of this Agreement, LPHI agrees not to discriminate on the basis, whether in fact or perception, of a person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, gender identity, domestic partner status, marital status, physical or mental disability or AIDS- or HIV-status against (A) any employee of or any City employee working with LPHI in any ofLPHI's operations within Orleans Parish or (B) any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations operated by LPHI. LPHI agrees to comply with and abide by all applicable federal, state and local laws relating to non-discrimination, including, without limitation, Title VI of the Civil Rights Act of 1964, Section V of the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990. Section 2. Equal Employment Opportunity. LPHI further agrees not to discriminate on the basis, whether in fact or perception, of a person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, gender identity, domestic partner status, marital status, physical or mental disability or AIDS- or HIV -status against any applicant for employment with LPHI. Further, LPHI agrees to take affirmative action to ensure that the applicants are considered for employment and that employees are treated during employment without unlawful regard to such person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, gender identity, domestic partner status, marital status, physical or mental disability or AIDS- or HIV -status. Such action shall include, without limitation, the following areas: employment, promotion, demotion, transfer or layoff; recruitment or recruitment compensation; and selection for training. LPHI agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. Further, LPHI agrees all solicitations or advertisements for employees placed by or on behalf of LPHI shall state that all qualified applicants will receive consideration for employment without regard to race, creed, color, sex or national origin. ARTICLEV INDEMNIFICATION Section 1. City of New Orleans shall defend, at its expense, and indemnify and hold LPHI harmless from and against any and all claims, losses, demands or judgments (including, without limitation, attorneys' fees and court costs) proximately caused by the fault, negligence, omission, recklessness, or intentional misconduct of City of New Orleans, or City ofNew Orleans' officers, employees or authorized agents, or which arise from City ofNew Orleans' breach of this Agreement, including, without limitation: 5
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a. Any violation by City of New Orleans of any federal, state or local law, statute, ordinance or regulation; or b. Any illegal activities committed by, or involving City of New Orleans; or c. Any and all liability LPHI may incur by reason of bodily injury (including death) to any person, property damage, including City of New Orleans and agents, or damage to or destruction of any property of either party hereto or third parties or their property or both, solely and proximately caused by the act(s) of City of New Orleans, due to City of New Orleans' negligence, omission or intentional misconduct, while performing work or services for LPHI under this Agreement.
Section 2. LPHI shall defend, at its expense, and indemnify and hold City ifNew Orleans harmless from and against any and all claims, losses, demands or judgments (including, without limitation, attorneys' fees and court costs) proximately caused by the fault, negligence, omission, recklessness, or intentional misconduct of LPHI, or LPHI's officers, employees or authorized agents, or which arise from LPHI' s breach of this Agreement, including, without limitation: d. Any violation by LPHI of any federal, state or local law, statute, ordinance or regulation; or e. Any illegal activities committed by, or involving LPHI; or f. Any and all liability City of New Orleans may incur by reason of bodily injury (including death) to any person, property damage, including LPHI and agents, or damage to or destruction of any property of either party hereto or third parties or their property or both, solely and proximately caused by the act(s) of LPHI, due to LPHI's negligence, omission or intentional misconduct, while performing work or services for City of New Orleans under this Agreement.
ARTICLE VI GOVERNING LAW, JURISDICTION AND VENUE Section 1. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Louisiana, excepting its conflict of laws prOVISIOns. Section 2. Exclusive Jurisdiction and Venue. For all claims arising out of or related to this Agreement, LPHI hereby consents and yields to the exclusive jurisdiction and venue of the Civil District Court for the Parish of Orleans and expressly waives any (A) pleas of jurisdiction based upon LPHI's residence and (B) right of removal to federal court based upon diversity of citizenship.
ARTICLE VII OWNERSHIP OF RECORDS
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Section 1. Ownership. All data collected and all products of work prepared, created or modified by LPHI in the performance of its obligations under this Agreement, including, without limitation, any and all notes, tables, graphs, reports, files, computer programs, source code, documents, records, disks, original drawings or other such material, regardless of form and whether finished or unfinished, (collectively, "Work Product") shall become the exclusive property of City, and no reproduction of any portions of such Work Product may be made in any form without the express written consent of City. City shall have all right, title and interest in such Work Product, including, without limitation, the right to secure and maintain the copyright, trademark and/or patent of Work Product in the name of City. All such Work Product may be used and distributed for any purpose deemed appropriate by City without the consent of and for no additional consideration owing to LPHI. ARTICLE VIII INSURANCE Section 1. Insurance. During the term of this Agreement, LPHI shall, at all times, maintain (a) adequate worker's compensation for its employees in accordance with state law, (b) comprehensive general liability insurance in amounts not less than $1,000,000 per occunence and (c) cause City to be named as an additional insured without cost to City. City shall have no responsibility for any deductible under all such policies of insurance. ARTICLE IX NOTICE Section 1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed duly given when delivered by hand, or when delivered if mailed by certified or registered mail or private courier service, postage prepaid, return receipt requested or via facsimile (with written confirmation of receipt) as stated below. Nothing contained in this Section shall be construed to restrict the transmission of routine communications between representatives of City and LPHI.
Ifto City:
Cedric S. Grant Deputy Mayor - Facilities, Infrastructure and Community Development City ofNew Orleans 1340 Poydras Street, Suite 1000 New Orleans, Louisiana 70112
and
Richard Cortizas City Attorney City ofNew Orleans 1300 Perdido St. 5E03
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New Orleans, LA 70112
If to LPHI:
Joseph D. Kimbrell, MA, MSW Chief Executive Officer Louisiana Public Health Institute 1515 Poydras Street, Suite 1200 New Orleans, LA 70112
ARTICLE X GENERAL PROVISIONS Section 1. No Assignment Without Consent. This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party. Section 2. Conflict of Interest_,_ LPHI agrees to decline any offer of work, whether as an independent contractor or employee, if such work would (a) affect LPHI's independent professional judgment with respect to its performance of the Services or (b) in any way interfere with LPHI's ability to discharge any of its obligations under this Agreement. The initial detennination of whether any offer of work would present such a conflict of interest shall rest with LPHI. However, LPHI shall be obligated to notify City and provide full disclosure as to any possible adverse effects of such work as it relates to LPHI' s independent professional judgment or the discharge of any of its obligations under this Agreement. Final decision as to whether any such work proposes a prohibited conflict of interest shall rest with City. Section 3. Convicted Felon. LHPI swears that it complies with Section 2-8 (c) of the Code of the City ofNew Orleans. No Contractor principal, member, or officer has, within the preceding five years, been convicted of, or pled guilty to, a felony under state or federal statutes for embezzlement, theft of public funds, bribery, or falsification or destruction of public records. Section 4. Audit and Other Oversight. It is agreed that the LPHI will abide by all provisions of City Code §2-1120, including but not limited to City Code §2-1120(12), which requires the LPHI to provide the Office of Inspector General with documents and information as requested. Failure to comply with such requests shall constitute a material breach of the contract. In signing this contract, the LPHI agrees that it is subject to the jurisdiction of the Orleans Parish Civil District Court for purposes of challenging a subpoena. Section 5. Nonwaiver. The failure of either party to insist upon strict compliance with any provision of this Agreement, to enforce any right or to seek any remedy upon discovery of any default or breach of the other party at such time as the initial discovery of the existence of such noncompliance, right, default or breach shall not affect, nor constitute a waiver of, any party's right to insist upon such compliance, exercise such
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right or seek such remedy with respect to that default or breach or any pnor, contemporaneous or subsequent default or breach. Section 6. Severability. The parties hereto intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. Accordingly, should a court of competent jurisdiction find any provision to be unenforceable as written, the parties intend and desire that the court should reform the provision so that it is enforceable to the maximum extent permitted by law. If, however, the court should find such provision to be illegal and not subject to reformation, such provision shall be fully severable. In such event, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision was never a part hereof, and the remaining provisions of this Agreement shall remain in full force and effect. Section 6. Amendment. No amendment of or modification to this Agreement shall be valid unless and until executed in writing by the duly authorized representatives of both parties to this Agreement. Section 8. No Third-Party Beneficiaries. This Agreement is entered into for the exclusive benefit of the parties, and the parties expressly disclaim any intent to benefit anyone not a party hereto
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
e_dayof~l2011.
THE CITY OF NEW ORLEANS
Mitchell J. Landrieu, Mayor
/:z""'
I Date: ----------------
LOUISIANA PUBLIC HEALTH INSTITUTE
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Cooperative Endeavor Agreement Between City of New Orleans And Louisiana Public Health Institute REEMENT (this "Agreement"), made and entered into this _1_ day of _ _, ffective Date") by and between the City of New Orleans ("City"), herein represented by the Honorable Mayor Mitchell J. Landrieu, and the Louisiana Public Health Institute ("LPHI"), herein represented by Joseph D. Kimbrell, its Chief Executive Officer, witness that,
RECITALS WHEREAS, the City of New Orleans is committed to creating and enhancing bicycle and pedestrian infrastructure citywide; and WHEREAS, LPHI was awarded a grant by the Entergy Corporation on 1st_ _ day of May, 2011 to support the City in advancing the creation and enhancement ofbicycle and pedestrian infrastructure; and WHEREAS, the Entergy Corporation grant is effective from May 1, 2011 through April 30,2012;and WHEREAS, LPHI has retained the services of a bicycle and pedestrian advisor (LPHI staff) and desires to dedicate LPHI employee to the City in a full time staff role; and WHEREAS, the City desires to utilize the services of LPHI staff in an advisory capacity to promote the development of pedestrian and bicycle infrastructure on capital projects and policies and initiatives that improve the pedestrian and bicycle environment; and WHEREAS, the City seeks to define the roles and responsibilities ofLPHI staff working under the auspices of the City to create a harmonious working relationship; NOW, THEREFORE, City and LPHI, for the consideration and under the conditions set forth, agree as follows:
ARTICLE I SCOPE OF SERVICES Section 1. Services to be performed by LPHI. A. Personnel. LPHI is responsible for hiring LPHI staff to work with the City of New Orleans as a Technical Advisor to promote the development of pedestrian and bicycle infrastructure on capital projects and policies and initiatives that improve the pedestrian and bicycle environment .
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B. Recruitment and Hiring. LPHI shall create the necessary position, position description, and recruit for the position according to Entergy Corporation grant requirements and LPHI. All recruitment and hiring activities will be performed in accordance with LPHI' s employment policies and procedures. C. Salary and Benefits. LPHI shall determine competitive salary levels based on employment history, skill level, and labor norms. Employment benefits packages will be offered in accordance with LPHI' s employment policies and procedures. D. Financial Management. LPHI shall be responsible, in accordance with its customary business practice, for all matters pertaining to the financial administration functions associated with staff assigned under this agreement. Section 2. Services to be provided by City. The City shall perform services as identified below: A. Supervision. The City shall provide supervision for LPHI Staff through the Department of Public Works by ensuring that the LPHI staffs conduct is in accordance with the Section 3 of this agreement. B. Accommodations. The City shall provide a desk, telephone, internet access, a City email address, employee identification card, access to the City's computer server, and access to a printer and copy machine for the period that the LPHI Staff operate at a City-owned property. Parking will not be provided. C. Meeting Notification. The City shall provide notice to the LPHI Staff of meetings in which their participation is requested in fulfillment of the terms of this agreement. D. Information. The City shall provide information, data, and reports or cause its Consultants to provide these items that are necessary for the LPHI Staff in fulfillment of the terms of this agreement. E. Coordination. The City shall assist LPHI Staff in coordinating with other City departments and staff when appropriate. F. Policies and Guidelines. The City shall provide policies and guidelines regarding communication and dissemination of City-provided data and information. At a minimum, LPHI staff shall comply with the Department of Public Works employee handbook. Personnel policies and procedures of the City, the Department of Public Works and the Office of Facilities, Infrastructure and Community Development shall be provided to LPHI. G. Publicity. The City shall facilitate opportunities to promote bicycle and pedestrian facilities, policies, and initiatives in coordination with the approved work plan to be coordinated through the Mayor's Office of Communications as approved by the Deputy Mayor- Facilities, Infrastructure and Community Development. Section 3. Services to be performed by LPHI staff. LPHI staff shall perform services and cooperate with the City as identified below: A. Services. LPHI staff shall promote the development of pedestrian and bicycle infrastructure on capital projects and policies and initiatives that improve the pedestrian and bicycle in accordance with the attached approved grant description (see Attachment A). To accomplish this task, LPHI staff shall:
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1. Develop a detailed and actionable work plan on a bi-annual basis that supports the attached approved grant description (see Attachment A) to present for review, revision and approval by the Department of Public Works and the Deputy Mayor- Facilities, Infrastructure and Community Development for their implementation. The work plan shall include a list of projects that LPHI staff will advise on and the following details for the implementation of each project identified: i. a well-defined role for LPHI staff involvement in each project identified; ii. a list of City departments, non-City agencies, non-profits and community groups that LPHI staff will interact with; iii. goals and milestones for LPHI staff involvement; and iv. metrics for evaluating effectiveness of LPHI staff involvement. 2. Act as a technical advisor to the City for the Lafitte Greenway project for which a Professional Services Agreement with Design Workshop (Consultant) is currently in place. In this role, LPHI staff shall: i. Provide technical review of project deliverables at the City's request; and ii. Provide technical guidance to the City at the City's request during the development of the project. 3. Prepare and regularly update project fact sheets for all projects LPHI staff is involved with according to guidance provided by the City; 4. Prepare and present monthly progress reports on implementation of the approved work plan to the Department of Public Works and as requested to the Deputy Mayor- Facilities, Infrastructure and Community Development; 5. Follow the City's policies, guidelines and direction regarding communication and dissemination of City provided data and information; 6. Explicitly, represent that LPHI Staff are not City employees, but working in an advisory capacity to the City through the Department of Public Works; 7. Utilize the following title for identification: Pedestrian and Bicycle Advisor, Louisiana Public Health Institute I Technical Advisor to the City of New Orleans- Facilities, Infrastructure and Community Development; and 8. Be restricted from assuming any agency role on behalf of the City including but not limited to directing Consultants, Contractors and other third-party vendors to the City on the delivery of services to be provided to the City. B. Cooperation. LPHI staff shall: 1. Conduct themselves in accordance with the personnel policies and procedures of the City and the Department of Public Works; 2. Meet weekly, or more frequently as needed, with a designated representative ofthe Office of Facilities, Infrastructure and Community Development to: i. provide project and work plan status updates;
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coordinate on needed approvals; share schedule for upcoming week; troubleshoot potential issues; and coordinate on other matters as deemed necessary by the City and I or LPHI staff. 3. Seek and receive authorization from the Department of Public Works and the Deputy Mayor- Facilities, Infrastructure and Community Development prior to: i. Deviating from approved bi-annual work plans; ii. Committing to public speaking engagements to discuss City business; iii. Interacting with members of the City Council and I or their staff; iv. Applying for additional grant monies on behalf of the City unless previously authorized in an approved bi-annual work plan; and v. Sharing information with non-City agencies unless previously authorized in an approved bi-annual work plan. ii. iii. iv. v.
ARTICLE II TERM Section 1. Term. This CEA shall begin on the date that the agreement is entered into and extend through the term of the Entergy Grant awarded to LPHI that expires on April 30, 2012.
ARTICLE HI TERMINATION Section 1. Termination for Cause. Both parties shall each have the right to terminate this Agreement for cause, effective immediately upon the giving of written notice to the other party of its intent to terminate and the reasons therefore. If the termination for cause is subsequently challenged in a court of law and if the challenging party prevails, the termination for cause shall be deemed to be a termination for convenience and shall be effective thirty (30) days from the date that the original written notice of termination for cause was given to the challenging party and no further notice shall be required. Section 2. Termination for Convenience. Both parties shall each have the right to terminate this Agreement without cause by giving the other party written notice of its intent to terminate at least thirty (30) days prior to the date of termination. Section 3. Survival of Certain Provisions. All representations and warranties and all responsibilities regarding record retention, access and ownership, cooperation with OIG investigations, indemnification and payment for services rendered shall survive the termination of this Agreement and continue in full force and effect.
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ARTICLE HI COMPENSATION Section 1. Non-Transfer of Funds. There shall be no exchange of funds through this Cooperative Endeavor Agreement. ARTICLE IV NON-DISCRIMINATION; EQUAL EMPLOYMENT OPPORTUNITY Section 1. Parties Shall Not Discriminate. In the performance of this Agreement, LPHI agrees not to discriminate on the basis, whether in fact or perception, of a person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, gender identity, domestic partner status, marital status, physical or mental disability or AIDS- or HIV-status against (A) any employee of or any City employee working with LPHI in any ofLPHI's operations within Orleans Parish or (B) any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations operated by LPHI. LPHI agrees to comply with and abide by all applicable federal, state and local laws relating to non-discrimination, including, without limitation, Title VI of the Civil Rights Act of 1964, Section V of the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990. Section 2. Equal Employment Opportunity. LPHI further agrees not to discriminate on the basis, whether in fact or perception, of a person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, gender identity, domestic partner status, marital status, physical or mental disability or AIDS- or HIV -status against any applicant for employment with LPHI. Further, LPHI agrees to take affirmative action to ensure that the applicants are considered for employment and that employees are treated during employment without unlawful regard to such person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, gender identity, domestic partner status, marital status, physical or mental disability or AIDS- or HIV -status. Such action shall include, without limitation, the following areas: employment, promotion, demotion, transfer or layoff; recruitment or recruitment compensation; and selection for training. LPHI agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. Further, LPHI agrees all solicitations or advertisements for employees placed by or on behalf of LPHI shall state that all qualified applicants will receive consideration for employment without regard to race, creed, color, sex or national origin. ARTICLEV INDEMNIFICATION Section 1. City of New Orleans shall defend, at its expense, and indemnify and hold LPHI harmless from and against any and all claims, losses, demands or judgments (including, without limitation, attorneys' fees and court costs) proximately caused by the fault, negligence, omission, recklessness, or intentional misconduct of City of New Orleans, or City ofNew Orleans' officers, employees or authorized agents, or which arise from City ofNew Orleans' breach of this Agreement, including, without limitation: 5
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a. Any violation by City of New Orleans of any federal, state or local law, statute, ordinance or regulation; or b. Any illegal activities committed by, or involving City of New Orleans; or c. Any and all liability LPHI may incur by reason of bodily injury (including death) to any person, property damage, including City of New Orleans and agents, or damage to or destruction of any property of either party hereto or third parties or their property or both, solely and proximately caused by the act(s) of City of New Orleans, due to City of New Orleans' negligence, omission or intentional misconduct, while performing work or services for LPHI under this Agreement.
Section 2. LPHI shall defend, at its expense, and indemnify and hold City ifNew Orleans harmless from and against any and all claims, losses, demands or judgments (including, without limitation, attorneys' fees and court costs) proximately caused by the fault, negligence, omission, recklessness, or intentional misconduct of LPHI, or LPHI's officers, employees or authorized agents, or which arise from LPHI' s breach of this Agreement, including, without limitation: d. Any violation by LPHI of any federal, state or local law, statute, ordinance or regulation; or e. Any illegal activities committed by, or involving LPHI; or f. Any and all liability City of New Orleans may incur by reason of bodily injury (including death) to any person, property damage, including LPHI and agents, or damage to or destruction of any property of either party hereto or third parties or their property or both, solely and proximately caused by the act(s) of LPHI, due to LPHI's negligence, omission or intentional misconduct, while performing work or services for City of New Orleans under this Agreement.
ARTICLE VI GOVERNING LAW, JURISDICTION AND VENUE Section 1. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Louisiana, excepting its conflict of laws prOVISIOns. Section 2. Exclusive Jurisdiction and Venue. For all claims arising out of or related to this Agreement, LPHI hereby consents and yields to the exclusive jurisdiction and venue of the Civil District Court for the Parish of Orleans and expressly waives any (A) pleas of jurisdiction based upon LPHI's residence and (B) right of removal to federal court based upon diversity of citizenship.
ARTICLE VII OWNERSHIP OF RECORDS
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Section 1. Ownership. All data collected and all products of work prepared, created or modified by LPHI in the performance of its obligations under this Agreement, including, without limitation, any and all notes, tables, graphs, reports, files, computer programs, source code, documents, records, disks, original drawings or other such material, regardless of form and whether finished or unfinished, (collectively, "Work Product") shall become the exclusive property of City, and no reproduction of any portions of such Work Product may be made in any form without the express written consent of City. City shall have all right, title and interest in such Work Product, including, without limitation, the right to secure and maintain the copyright, trademark and/or patent of Work Product in the name of City. All such Work Product may be used and distributed for any purpose deemed appropriate by City without the consent of and for no additional consideration owing to LPHI. ARTICLE VIII INSURANCE Section 1. Insurance. During the term of this Agreement, LPHI shall, at all times, maintain (a) adequate worker's compensation for its employees in accordance with state law, (b) comprehensive general liability insurance in amounts not less than $1,000,000 per occunence and (c) cause City to be named as an additional insured without cost to City. City shall have no responsibility for any deductible under all such policies of insurance. ARTICLE IX NOTICE Section 1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed duly given when delivered by hand, or when delivered if mailed by certified or registered mail or private courier service, postage prepaid, return receipt requested or via facsimile (with written confirmation of receipt) as stated below. Nothing contained in this Section shall be construed to restrict the transmission of routine communications between representatives of City and LPHI.
Ifto City:
Cedric S. Grant Deputy Mayor - Facilities, Infrastructure and Community Development City ofNew Orleans 1340 Poydras Street, Suite 1000 New Orleans, Louisiana 70112
and
Richard Cortizas City Attorney City ofNew Orleans 1300 Perdido St. 5E03
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New Orleans, LA 70112
If to LPHI:
Joseph D. Kimbrell, MA, MSW Chief Executive Officer Louisiana Public Health Institute 1515 Poydras Street, Suite 1200 New Orleans, LA 70112
ARTICLE X GENERAL PROVISIONS Section 1. No Assignment Without Consent. This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party. Section 2. Conflict of Interest_,_ LPHI agrees to decline any offer of work, whether as an independent contractor or employee, if such work would (a) affect LPHI's independent professional judgment with respect to its performance of the Services or (b) in any way interfere with LPHI's ability to discharge any of its obligations under this Agreement. The initial detennination of whether any offer of work would present such a conflict of interest shall rest with LPHI. However, LPHI shall be obligated to notify City and provide full disclosure as to any possible adverse effects of such work as it relates to LPHI' s independent professional judgment or the discharge of any of its obligations under this Agreement. Final decision as to whether any such work proposes a prohibited conflict of interest shall rest with City. Section 3. Convicted Felon. LHPI swears that it complies with Section 2-8 (c) of the Code of the City ofNew Orleans. No Contractor principal, member, or officer has, within the preceding five years, been convicted of, or pled guilty to, a felony under state or federal statutes for embezzlement, theft of public funds, bribery, or falsification or destruction of public records. Section 4. Audit and Other Oversight. It is agreed that the LPHI will abide by all provisions of City Code §2-1120, including but not limited to City Code §2-1120(12), which requires the LPHI to provide the Office of Inspector General with documents and information as requested. Failure to comply with such requests shall constitute a material breach of the contract. In signing this contract, the LPHI agrees that it is subject to the jurisdiction of the Orleans Parish Civil District Court for purposes of challenging a subpoena. Section 5. Nonwaiver. The failure of either party to insist upon strict compliance with any provision of this Agreement, to enforce any right or to seek any remedy upon discovery of any default or breach of the other party at such time as the initial discovery of the existence of such noncompliance, right, default or breach shall not affect, nor constitute a waiver of, any party's right to insist upon such compliance, exercise such
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right or seek such remedy with respect to that default or breach or any pnor, contemporaneous or subsequent default or breach. Section 6. Severability. The parties hereto intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. Accordingly, should a court of competent jurisdiction find any provision to be unenforceable as written, the parties intend and desire that the court should reform the provision so that it is enforceable to the maximum extent permitted by law. If, however, the court should find such provision to be illegal and not subject to reformation, such provision shall be fully severable. In such event, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision was never a part hereof, and the remaining provisions of this Agreement shall remain in full force and effect. Section 6. Amendment. No amendment of or modification to this Agreement shall be valid unless and until executed in writing by the duly authorized representatives of both parties to this Agreement. Section 8. No Third-Party Beneficiaries. This Agreement is entered into for the exclusive benefit of the parties, and the parties expressly disclaim any intent to benefit anyone not a party hereto
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
e_dayof~l2011.
THE CITY OF NEW ORLEANS
Mitchell J. Landrieu, Mayor
/:z""'
I Date: ----------------
LOUISIANA PUBLIC HEALTH INSTITUTE
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