Heather DeBlanc

Heather DeBlanc Partner

Heather DeBlanc is the Chair of the firm's Business and Facilities Practice Group. She practices education, construction, business, contract and employment law (with an emphasis in benefits), representing both nonprofit and public entity clients.

Heather also practiced construction law for more than 20 years, advising clients as to appropriate project delivery methods, contracting, the construction process, and construction disputes.  She has represented public agency and nonprofit project owners - with a special emphasis on educational facilities. She has extensive experience advising on payment and performance issues (including delay, disruption, acceleration, and change order disputes), surety issues (including payment, performance and license bonds), bidding, prequalification, mechanic’s liens, stop payment notices, and warranty issues.

Heather assists project owners in developing and negotiating design professional agreements and construction contract documents. Heather also has experience drafting bid documents and the full spectrum of construction contracts (including general conditions, revisions to form contracts such as AIA agreements, surety takeover agreements, construction management, and design professional agreements).  She is adept at identifying and minimizing risk in construction contracts because of her familiarity with the construction process.

In addition to handling the full spectrum of construction issues, Heather regularly advises private schools, nonprofits, community college districts, k-12 schools, and special districts on vendor contracts/disputes, services agreements, facilities leasing, facilities use agreements, activities waivers, transportation agreements, community care licensing/child care licensing laws, summer camp agreements, emergency services contracts, solar power agreements, technology agreements, and best practices for risk prevention.

Heather advises nonprofit clients on corporate governance issues, bylaws, articles of incorporation, best practices for maintaining tax-exempt status, business contracts, grant agreements, and donations, fundraising and endowments. 

Heather has experience with student and employment issues specific to school districts, community college districts and private schools and assists with policies and procedures, grade change appeals, parent/student handbooks, and employee handbooks. Heather also has experience advising clients on compliance with the Americans with Disabilities Act (Titles I, II and III).

Heather serves on the firm's Executive Committee of the Retirement, Health and Disability Practice Group and serves as the lead partner in both Affordable Care Act and Section 125 Plans practice. Heather has prominent expertise advising employers on benefits, including advising clients on compliance with Section 125 plans, cash-in-lieu options, the Affordable Care Act (ACA), health reimbursement arrangements, flexible spending accounts, and fringe benefits.

Heather’s specialized knowledge under the ACA includes, the employer shared responsibility provisions, affordability calculations, health flex contributions, cash-in-lieu, penalties, reporting and notice requirements, non-discrimination provisions, appeals procedures for challenging exchange subsidy determinations and IRS penalties.  She provides clients with assistance revising policies and procedures and adopting resolutions or plans to implement this law. She advises on collective bargaining language and changes needed to existing eligibility provisions in line with the ACA. She regularly provides training to clients on best practices for compliance.

Heather's employment experience includes handling issues relating to hiring, terminations, discrimination, and administrative hearings related to disciplinary actions.

Professional Involvement

Heather is a member of the California Council of School Attorneys (CCSA).

Aug 6, 2019 Webinars on Demand
The ACA Lives On: Obligations for IRS Reporting

AFFORDABLE CARE ACT / HEALTHCARE / BENEFITS

ACA Penalty Challenge – Successfully challenged an approximate $67,000 assessment of the employer shared responsibility assessment by the IRS.

ACA Penalty Challenge – Successfully challenged an approximate $40,000 IRS assessment for failure to file information returns.

Creation of Leave Sharing Program – Advised on legal requirements and establishment of major disaster leave sharing program pursuant to IRS Notice 2006-59.

Fringe Benefits –  Advised special district on statutory requirements for fringe benefits.

Health Reimbursement Arrangements – Advised special district on restrictions relating to HRA and proper establishment of legally compliant HRA.

457 Plan Advice – Advised multiple public agencies on deferred compensation plan issues.

Developed Educational Assistance Program – Developed a Section 127 Plan for a City.

ACA Applicable Large Employer Determination – Conducted analysis and calculation to advise various employers as to their “ALE” status for purposes of the employer shared responsibility provisions and ACA reporting requirements.

Health Benefits Arrangements (2018) – Advised City on interaction between PEMHCA and ACA.

Supplemental Benefits (2018) – Advised on supplemental benefit arrangements and their interaction with Section 125.

Cafeteria Plans (Section 125) (2017) -  Prepared Section 125 Plans and collective bargaining agreement language for health benefit arrangements for multiple clients.

HIPAA (2017)Advised client on HIPAA compliance relating to a third party contract for medical billing services.

Affordable Care Act (2016) – Advised multiple clients on eligible opt out arrangements and health flex contributions, including revision of collective bargaining agreements to minimize risk of the employer shared responsibility payment.  Prepared opt-out forms.

Affordable Care Act (2016) – Advised multiple clients on the applicable large employer determination.

Tri-CARE (2016) – Advised client on issues relating to Tri-CARE and health benefit structure.

Cafeteria Plans (Section 125) (2016)Prepared Section 125 Plans for multiple clients. Advised clients on Health Flexible Spending Accounts.

Affordable Care Act (2015) - For many clients, advised on exposure risk related to employer mandate and the Look Back Measurement Method Safe Harbor.

Affordable Care Act (2014) - Analyzed potential penalty exposure and developed a comprehensive plan for City's compliance with ACA.

Affordable Care Act (2014) - Advised community college district and prepared a comprehensive plan on options to comply with ACA relating to part-time faculty and temporary employees.

COBRA (2014) - Advised community college districts and cities on various COBRA issues including its intersection with the ACA.

BUSINESS AND FACILITIES

COVID Testing Contracts – Advised multiple private schools on COVID testing through third-party vendors.

Establishment of Day Camp Program – Assisted private school with establishing day camp program.

Raffle Issues – Advise nonprofit on legal issues relating to conducting a raffle.

Nursing Program MOU – Negotiated MOU on behalf of community college district for nursing program.

Tax-Exempt Loan -  Acted as borrower’s counsel on tax-exempt loan transaction.

Facilities Lease – Advised nonprofit of lease of facilities during COVID-19 and use of facilities for childcare.

Data Security Breach – Advised multiple private school on data breach of information held by software vendor.

Special Tax Assessment – Advised special district on exemptions relating to special tax assessment.

Auction Contract – Negotiated contract on behalf of nonprofit for an auction event and advised on related requirements.

Development of Quasi-Endowment Fund – Prepared a resolution establishing a quasi-endowment fund and related donation agreement.

Reorganization of Corporate Structure – Assisted nonprofit with creation of nonprofit parent company.

Student Exchange ProgramAdvised private school on student exchange program issues.

Donor Advised Funds – Advised nonprofit on legal requirements and restrictions relating to donor advised funds.

AB 5 – Independent Contractor – Advised multiple clients on requirements for independent contractors and negotiation of independent contractor agreements.

Construction Contracts– Negotiated both cost of the work plus a fee with a guaranteed maximum price and fixed price contracts for private schools including the following: a classroom building renovation project, new innovation center project, new aquatic facility project, solar installation contracts, art gallery architect contract, $16M campus upgrade project and related donation agreements, a $57M new middle school building project, a $15M classroom project, a $2M middle school renovation project, a $9M renovation and modernization project, an innovation lab project, a $2.7M athletic field project, a design-build contract for a head of school residence, a kitchen design project, a roofing contract, a concrete slab repair project and an HVAC installation project.

Equipment Lease – Negotiated lease with copy machine company.

Creation of 501c3 – Advised on spin off of a project from a fiscal sponsor and creation of 501c3.

Pledge Agreement – Drafted pledge agreements on behalf of nonprofit.

Welfare Tax Exemption – Advised private school on welfare tax exemption requirements.

ADA Title III – Advised various nonprofits on website accessibility.

Endowment Agreement – Negotiated endowment agreement on behalf of nonprofit.

Bylaws & Committee Charters – Advised multiple private schools on revisions to bylaws and committee charters.

Borrower’s Counsel –  Prepared borrower’s counsel opinion on line of credit transaction.

Board Member Loan – Advised nonprofit of self-dealing transaction and related statutory provisions.

Vendor Contract Terminations – Advised multiple private schools on various vendor contract termination disputes.

Food Services Investment and Services Contracts – Negotiated food services contracts on behalf of several private schools.

Software as a Service Contracts – Negotiate software contracts on behalf of multiple community college districts.

Security Camera Installation – Negotiated contract for a private school for installation and monitoring.

Visual Art Installation Contract – Negotiated contract for installation of a sculpture on a community college campus.

ADA Title II – Advised multiple public agencies on compliance with ADA Title II including developing internal and external grievance procedures, training, and related forms.

Mechanic’s Liens – Negotiated with developer’s counsel for indemnification and release of mechanic’s liens. 

Stop Payment Notices – Advised districts on handling of stop payment notices and enforcement actions.

Cell Site/Cell Tower Leases – Negotiated cell site/ cell tower leases on behalf of multiple community college districts.

Travel Vendor Contracts – Advised multiple schools on travel vendor contracts.

Security Contract/Assessment (2019) – Negotiated contract on behalf of private school with a security company and advised on security report.

Corporate Name Change (2019) – Assisted private school with name change.

Real Property Lease (2018) – Negotiated a real property lease for a community college district.

Construction Dispute (2018) – Advised private school on dispute with contractor relating to retaining wall and related damage.

Lease Dispute (2018) – Assisted private school with lease dispute where school was tenant on property shared with a church.

Transportation Agreements (2018) – Negotiated ride-share and bus agreements for private schools.

Solar Panel Agreement (2017)Negotiate agreement for solar panels and power.

Facilities –Seismic Issues (2017) – Evaluated seismic issues and provided advice to private school for risk assessment.

Vendor Contracts (2016) – Advised various clients on contracts for food services, cell phone services, and other vendors.

Summer Camp Agreement (2016) – Drafted Summer Camp Agreement for private school.

Swimming Pool Policy (2016) – Drafted Swimming Pool policy for facilities at private school.

Design Professional Agreements (2016) – Prepared various design professional agreements for community college districts and private schools.

Unauthorized Use of Photographs (2016) – Advised private school relating to another schools unauthorized use of student photographs to promote business.

Fundraising Issues (2016) – Advised private school on fundraising issues and related agreements.

Commercial Lease (2016) – Prepared several commercial lease agreements for private schools.

Facilities Use Agreement (2016) – Prepared parking lot facilities use agreement for private school.

Parking Lot Contract Dispute  (2016) – Resolved dispute between community college district and utility company through mediation relating to responsibility for parking lot subsidence.

HIPAA Business Associate Advice (2016) – Advised private school on HIPAA requirements relating to business associate agreement and negotiated same.

Child Care Licensing Issues (2016) – Advised on applicable regulations and requirements of Title 22.  Advised on obtaining license and potential exemptions from licensure.

Student Travel Program (2016) – Assisted private school to minimize risk with student travel program abroad by drafting waivers, host agreements, and other related contracts.

Services Agreements (2016) – Prepared various services agreement, including elevator services agreement for private school.

Facilities Mold Problems (2016) – Advised private school on handling of mold issue in classrooms.

Transportation Agreements (2016) – Drafted Transportation Agreement for private school for bus services.

Facilities Use Agreements (2015) – Prepared summer camp agreement for private school.

Lease Leaseback (2015) – Prepared contract documents for construction of library at k-12 district through lease leaseback project delivery method.

Occupancy Agreement for Employee Housing (2015) – Prepared agreement employees who rent residences on campus.

On Campus Disaster Preparedness (2015) – Prepared disaster preparedness plan for private school in compliance with Title 22 regulations for child care facilities.

Donations/Gifts  (2015)  - Advised private schools on donation agreements.

Credit Card Fees (2015) – Advised private school on credit card fee issues.

Off Campus Catering/On Campus Alcohol (2015) – Advised community college district on legal risks relating to off campus catering and wine pairing classes.

Student Exchange Program (2015) – Advised community college district and drafted contracts regarding student exchange program. 

Workforce Investment Act (2014) - Prepared terms of a Workforce Investment Act agreement for a community college district to ensure that the district would not lose Federal funding for their employment center.

Website Terms and Conditions (2014) - Prepared terms and conditions for a career services website and a housing website to reduce the risk of claims relating to privacy issues, copyright issues, and other potential liability.

HITECH Act (2014) - Analyzed a Business Associate Agreement for City to determine compliance with HIPAA's HITECH Act.

Human Trafficking (2014) - Advised community college district on postings on Human Trafficking required for their bus station.

Institutional Review Board (2014) - Advice regarding planning and development of an Institutional Review Board, which governs research involving human subjects, for a community college district.

Political Activity/Facebook Political Ads (2013) - Several community college districts discovered that their names and likeness were being used without permission on Facebook by an association to promote political ads. After cease and desist letters citing to a violation of Education Code section 72000 and negotiations, the ads were removed.

Campaign Materials (2013) - Advised community college district regarding a photograph of a teacher with students, for use during a City Council election.

OTHER

Tuition Disputes – Advised many private school clients on tuition disputes.

Employer Payments to Beneficiaries of Deceased Employee (2013) - Advised community college district as to how to proceed with vacation payoff to a beneficiary under relevant Probate statutes.  The issue also involved Power of Attorney issues.

Disability Discrimination Claim (2013) - A blind student brought claims with Office of Civil Rights (OCR) of disability discrimination against a community college district.  The DPS Director accommodated the student in various ways.  Heather negotiated with OCR and opposing counsel to resolve the issues.  OCR dismissed the complaint.

Aug 6, 2019 Webinars on Demand
The ACA Lives On: Obligations for IRS Reporting
Aug 6, 2020

Financial Assistance for Employee Housing: Legal Considerations for California Public Agencies

Partners Heather DeBlanc and T. Oliver Yee and Associate Kelly Tuffo authored the Bender's California Labor & Employment Bulletin article, "Financial Assistance for Employee Housing: Legal Considerations for California Public Agencies," discussing the legal considerations for public agencies when they offer financial assistance to help mitigate housing costs for public employees. 

Jul 10, 2020

Paycheck Protection Program Loan Application Period Extended To August 8, 2020

On July 4, 2020, the President signed the Paycheck Protection Program Extension Act (“Act”).  This Act extends the deadline for businesses and independent contractors to submit applications for the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”) Loans from June 30, 2020, to August 8, 2020.  The government extended this deadline to give small business the opportunity to obtain loans for the approximately $130 billion in allocated funds remaining in the SBA’s PPP Loan program.  Businesses may now submit applications to obtain a PPP Loan through August 8, 2020.  The Act did not modify any other PPP Loan program terms or loan forgiveness conditions.

Jun 12, 2020

Government Enacts “Paycheck Protection Program Flexibility Act of 2020” to Amend Paycheck Protection Program Loans

On June 5, 2020, the President signed into law the “Paycheck Protection Program Flexibility Act of 2020” (“PPP Act”) to amend the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”) Loan program enacted under the CARES Act.  The PPP Act modifies many of the PPP Loan program terms and loan forgiveness conditions to the benefit of PPP Loan borrowers.  

May 21, 2020

Small Business Administration (“SBA”) Releases Paycheck Protection Program (“PPP”) Loan Forgiveness Application

On May 15, 2020, the Small Business Administration (“SBA”) issued its Paycheck Protection Program (“PPP”) Loan Forgiveness Application and related instructions.  Organizations that received a PPP Loan must complete this Application and submit it to their lender to apply for forgiveness of that PPP Loan.  The Application and related instructions can be found here.

May 14, 2020

Safe Harbor Deadline to Return PPP Loans Further Extended From May 14 to May 18

On April 24, 2020, the SBA gave an option to borrowers who applied for a Payroll Protection Program (“PPP”) loan on or before April 23, 2020 – but who were now questioning whether they could make a good faith certification that they needed the loan to support ongoing operations – to return the loan proceeds by May 7, 2020.  A PPP loan borrower who repaid the loan in full by May 7, 2020, would be automatically deemed by the SBA to have made the required good faith certifications regarding their need for the PPP loan.

May 13, 2020

SBA Grants Safe Harbor For Good Faith Need Certification For PPP Loans Under $2 Million

On April 24, 2020, the SBA extended a safe harbor to employers who applied for a Payroll Protection Program (“PPP”) loan on or before April 23, 2020 - but who were now questioning whether they could certify in good faith that the loans were needed to support ongoing operations. A PPP loan borrower who repaid the loan in full by May 7, 2020, would be automatically deemed by the SBA to have made the required good faith certifications regarding their need for the PPP loan. On May 5, 2020, the SBA extended this safe-harbor deadline from May 7, 2020 to May 14, 2020, and also stated that it would issue additional guidance on how to assess need for certification purposes.

Aug 6, 2019 Webinars on Demand
The ACA Lives On: Obligations for IRS Reporting
30 July 2020
28 April 2020
Aug 6, 2019 Webinars on Demand
The ACA Lives On: Obligations for IRS Reporting
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