Transcription
MASTER AGREEMENTBY AND BETWEENCOUNTY OF LOS ANGELESDEPARTMENT OF REGISTRAR-RECORDER/COUNTY CLERKANDCONTRACTORFORAS NEEDED TEMPORARY STAFFING SERVICES
County of Los AngelesRegistrar-Recorder/County ClerkTABLE OF CONTENTSRECITALS . 11.0APPLICABLE DOCUMENTS. 12.0DEFINITIONS . 23.0WORK . 64.0TERM OF MASTER AGREEMENT . 85.0CONTRACT SUM . 86.0ADMINISTRATION OF MASTER AGREEMENT- COUNTY . 116.1County’s Master Agreement Program Director (MAPD) . 116.2 County’s Project Director. 116.3 County’s Work Order Director. 116.4 County’s Project Manager . 127.0ADMINISTRATION OF MASTER AGREEMENT - CONTRACTOR . 127.1 Contractor’s Project Manager . 127.2 Contractor’s Authorized Official(s) . 137.3 Approval of Contractor’s Staff . 137.4 Contractor’s Staff Identification . 157.5 Background and Security Investigations. 167.6 Confidentiality . 178.0STANDARD TERMS AND CONDITIONS . 188.1 Amendments. 188.2 Assignment and Delegation/Mergers or Acquisitions . 198.3 Authorization Warranty . 208.4 Budget Reduction .208.5 Complaints . 208.6 Compliance with Applicable Laws . 218.7 Compliance with Civil Rights Laws . 228.8 Compliance with County’s Jury Service Program . 228.9 Conflict of Interest . 248.10 Consideration of Hiring County Employees Targeted for Layoffor Re-employment . 248.11 Consideration of Hiring GAIN-GROW Participants . 258.12 Contractor Responsibility and Debarment . 25
8.13 Contractor’s Acknowledgement of County’s Commitment to SafelySurrendered Baby Law . 288.14 Contractor’s Warranty of Adherence to County’s Child Support ComplianceProgram . 288.15 County’s Quality Assurance Plan . 298.16 Damage to County Facilities, Buildings or Grounds . 298.17 Employment Eligibility Verification . 298.18 Facsimile or Electronic Scanned Representations . 308.19 Fair Labor Standards . 308.20 Force Majeure . 308.21 Governing Law, Jurisdiction, and Venue . 318.22 Independent Contractor Status . 318.23 Indemnification . 328.24 General Provisions for all Insurance Coverage . 328.25 Insurance Coverage. 378.26 Liquidated Damages. 398.27 Most Favored Public Entity. 408.28 Nondiscrimination and Affirmative Action . 408.29 Non Exclusivity. 428.30 Notice of Delays . 428.31 Notice of Disputes . 428.32 Notice to Employees Regarding the Federal Earned Income Credit . 428.33 Notice to Employees Regarding the Safely Surrendered Baby Law . 438.34 Notices. 438.35 Prohibition Against Inducement or Persuasion . 438.36 Public Records Act . 438.37 Publicity . 448.38 Record Retention and Inspection-Audit Settlement . 458.39 Recycled Bond Paper . 468.40 Subcontracting . 468.41 Termination for Breach of Warranty to Maintain Compliance with County’sChild Support Compliance Program . 488.42 Termination for Convenience . 488.43 Termination for Default . 49
8.44 Termination for Improper Consideration . 508.45 Termination for Insolvency . 518.46 Termination for Non-Adherence of County Lobbyist Ordinance . 518.47 Termination for Non-Appropriation of Funds. 528.48 Validity . 528.49 Waiver . 528.50 Warranty Against Contingent Fees . 528.51 Warranty of Compliance with County’s Defaulted Property Tax ReductionProgram . 538.52 Termination for Breach of Warranty to Maintain Compliance with County’sDefaulted Property Tax Reduction Program . 538.53 Time off For Voting . 538.54 Compliance with County’s Zero Tolerance Policy on Human Trafficking. 548.55 Intentionally Omitted . 548.56 Compliance with Fair Chance Employment Practices . 548.57 Compliance with the County Policy of Equity. 549.0UNIQUE TERMS AND CONDITIONS . 559.1 Intentionally Omitted . 559.2 Local Small Business Enterprise (LSBE) Preference Program . 559.3 Intentionally Omitted . 569.4 Intentionally Omitted . 569.5 Intentionally Omitted . 569.6 Social Enterprise (SE) Preference Program . 569.7 Data Destruction . 579.8 Disabled Veteran Business Enterprise (DVBE) Preference Program . 58SIGNATURES . 60
EXHIBITSACounty’s AdministrationBContractor’s AdministrationCContractor’s EEO CertificationDJury Service OrdinanceESafely Surrendered Baby LawFWork Order Format (Fixed Price Per Deliverable Basis)GHF1Master Agreement Work Order As-Needed Technical StaffingServicesF2MasterAgreementWorkNon-Technical Staffing ServicesOrderAs-NeededForms Required for Each Work Order Before Work BeginsG1Certification of Employee StatusG2Certification of No Conflict of InterestG3Contractor Acknowledgement and Confidentiality AgreementAs-Needed Temporary Staffing Services Classification Pricing Schedule
MASTER AGREEMENTBETWEENCOUNTY OF LOS ANGELESDEPARTMENT OF REGISTRAR-RECORDER/COUNTY CLERKANDCONTRACTORFORAS-NEEDED TEMPORARY STAFFING SERVICESThis Master Agreement and Exhibits made and entered into this day of, 201 by and between the County of Los Angeles,Department of Registrar-Recorder/County Clerk hereinafter referred to as Countyand , hereinafter referred to as Contractor, to provideServices.RECITALSWHEREAS, the County may contract with private businesses for TemporaryStaffing Services when certain requirements are met; andWHEREAS, the Contractor is a firm specializing in providing Temporary StaffingServices; andWHEREAS, this Master Agreement is therefore authorized under CaliforniaCodes, Government Code Section 31000 which authorizes the Board ofSupervisors to contract for special services; gistrar-Recorder/County Clerk or designee to execute and administer thisMaster Agreement; andNOW THEREFORE, in consideration of the mutual covenants contained herein,and for good and valuable consideration, the parties agree to the following:1.0APPLICABLE DOCUMENTSExhibits A, B, C, D, E, F (F1, F2), G (G1, G2, G3), and H are attached toand form a part of this Master Agreement. In the event of any conflict orinconsistency 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 Master Agreementand the Exhibits, or between Exhibits, such conflict or inconsistency shallbe resolved by giving precedence first to the Master Agreement and thento the Exhibits according to the following priority:Master Agreement for Temporary Staffing ServicesPage 1
Exhibits:1.1Exhibit ACounty’s Administration1.2Exhibit BContractor’s Administration1.3Exhibit CContractor’s EEO Certification1.4Exhibit DJury Service Ordinance1.5Exhibit ESafely Surrendered Baby Law1.6Exhibit FWork Order Format (Fixed Price Per Deliverable Basis)1.71.8Exhibit GExhibit HF1Master Agreement Work Order As-NeededTechnical Staffing ServicesF2Master Agreement Work Order As-NeededNon-Technical Staffing ServicesForms Required for Each Work Order Before WorkBeginsG1Certification of Employee StatusG2Certification of No Conflict of InterestG3ContractorAcknowledgementConfidentiality AgreementAs-NeededTemporaryStaffingClassification Pricing ScheduleandServicesThis Master Agreement and the Exhibits hereto constitute the complete andexclusive statement of understanding between the parties, and supersedesall previous Master Agreements, written and oral, and all communicationsbetween the parties relating to the subject matter of this Master Agreement.No change to this Master Agreement shall be valid unless preparedpursuant to sub-paragraph 8.1 - Amendments and signed by both parties.2.0DEFINITIONSThe headings herein contained are for convenience and reference only andare not intended to define the scope of any provision thereof. The followingMaster Agreement for Temporary Staffing ServicesPage 2
words as used herein shall be construed to have the following meaning,unless otherwise apparent from the context in which they are used.2.1Active Contractor: Identifies a Qualified Contractor who is incompliance with the terms and conditions and whose evidence ofinsurance requirements have all been received by the Departmentand are valid and in effect at the time of a given Work Order award.As used herein, the terms Active Contractor and Contractor may beused interchangeably throughout this document.2.2Amendment: The term used herein shall mean a written change tothis Agreement entered into in accordance with Section 8.1(Amendments).2.3Ballot Marking Devices or BMD: The Ballot Marking Device(BMD) is a key equipment component to the VSAP electionsystem. The BMD allows voters to mark their ballots.2.4Board, Board of Supervisors, or BOS: The terms used hereinshall mean the County’s Board of Supervisors, County of LosAngeles, California.2.5Contractor Project Manager: The individual designated by theContractor to administer the Master Agreement operations after theMaster Agreement award.2.6County: The term used herein shall mean the County of LosAngeles or Department of Registrar-Recorder/County Clerk.2.7County Master Agreement Program Director or MAPD: Theindividual has the authority to negotiate, recommend all changes tothis Master Agreement, and resolve disputes between theDepartment and Contractor.2.8County Project Director: Person designated by the MAPD withauthority to approve all Work Order solicitations and executions.2.9County Project Manager: Person designated as chief contact withrespect to the day-to-day administration of the Master Agreement.2.10County’s Work Order Directors: Responsible for coordinating andmonitoring the Work Order.2.11Day(s): Calendar day(s) unless otherwise specified.Master Agreement for Temporary Staffing ServicesPage 3
2.12Debarment: The process that precludes an existing contractorand/or a bidder/proposer from:1) submitting a bid/response to a County solicitation;2) being awarded a contract; and/or3) performing work on a County contract for a period of up to three(3) years.2.13Department: The term used herein shall mean the Department ofRegistrar-Recorder/County Clerk.2.14ePollbooks: Electronicpollbook isatabulardevice thatprovides voter’s name and prints the corresponding ballot throughan attached thermal printer.2.15Fiscal Year: The twelve (12) month period beginning July 1st andending the following June 30th.2.16InkaVote Plus: Los Angeles County’s current voting systems whichuses ink marking pens to mark ballots.2.17Liquated Damages: The monetary amount deducted fromContractor’s payment due to non-compliance with the Contractand/or deficiencies in performance.2.18Master Agreement:County’s standard agreement executedbetween County and individual Contractors. It sets forth the termsand conditions for the issuance and performance of, and otherwisegoverns, subsequent Work Orders.2.19Non-Responsible: A finding by the County that a bidder/proposer isincapable of performing as a responsible County contractor, basedon past performance history or other relevant documentation.2.20Non-Responsive: Generally refers to the failure of abidder/proposer to comply with all solicitation requirements makingthe bidder/proposer ineligible for consideration in that specificevaluation process.2.21Qualified Contractor: A Contractor who has submitted a Statementof Qualifications (SOQ) in response to County’s Request ForStatement of Qualifications (RFSQ), has met the minimumqualifications listed in the RFSQ, and has an executed MasterAgreement with the Department.Master Agreement for Temporary Staffing ServicesPage 4
2.22Quality Control Plan: All necessary measures taken by theContractor to assure that the quality of service meets Contractrequirements regarding security, accuracy, timeless, appearance,completeness, consistency and conformity as set forth in theStatement of Work.2.23Registrar-Recorder/County Clerk: Department Head of theDepartment of Registrar-Recorder/County Clerk.2.24Request For Statement of Qualifications or RFSQ: A solicitationbased on establishing a pool of Qualified Vendors to provideservices through Master Agreements.2.25Responsible: A bidder/proposer that has conducted themselves inan acceptable manner as determined by the Board of Supervisors(see County Code 2.202.030) and has the financial and managerialability to perform the required work.2.26Responsive: A bid/proposal submitted to the County that complieswith all solicitation requirements.2.27Solicitation Document: A document developed by the County toobtain bids, proposals, and other information from bidders/proposers.2.28Statement of Qualifications or SOQ: A Contractor’s response toan RFSQ.2.29Statement of Work: A written description of tasks and/ordeliverables desired by County for a specific Work Order.2.30Tier 0: Phone support and remote diagnostics using a script orother resources available.2.31Tier 1: Field support to troubleshoot or replace devices.2.32Vendor: An organization/company submitting a bid/proposal inresponse to the County’s solicitation for goods and/or services.2.33Vote Centers or VC: Physical polling location where a voter castsan election ballot.2.34Voting Period: A period lasting up to 11 consecutive days perelection, in which the residents of Los Angeles County can vote atany Vote Center throughout Los Angeles County.2.35Voting Solutions for All People or VSAP: County’s new electionvoting system.Master Agreement for Temporary Staffing ServicesPage 5
2.363.0Work Order: A subordinate agreement executed wholly within andsubject to the provisions of this Master Agreement, for theperformance of tasks and/or provision of deliverables as described ina specification or a Statement of Work. Each Work Order shall resultfrom bids, solicited by and tendered to County, by QualifiedContractors.Unless otherwise specified in the Work OrderAvailability Notice, County shall select the qualified bids respondingto the requirements of the proposed Work Order. No work shall beperformed by Contractors except in accordance with validly bid andexecuted Work Orders.WORK3.1Pursuant to the provisions of this Master Agreement, the Contractorshall fully perform, complete and deliver on time, all tasks,deliverables, services and other work as set forth herein.3.2Work Orders shall conform to Exhibit F1 or F2. The particular WorkOrder is to be performed on a fixed price per deliverable basis asdetermined by County. Each Work Order shall include an attachedStatement of Work, which shall describe in detail the particularproject and the work required for the performance thereof. Paymentfor all work shall be either on a time and materials basis or on a fixedpriced per deliverable basis, subject to the Total Maximum Amountspecified on each individual Work Order.3.1Pursuant to the provisions of this Master Agreement, the Contractorshall fully perform, complete and deliver on time, all tasks,deliverables, services and other work as set forth herein.3.2Work Orders shall generally conform to either Exhibit F1 or F2, andare to be performed on a fixed price per deliverable basis (seeExhibit F1 or F2) as determined by County. Each Work Order shallinclude an attached Statement of Work, which shall describe in detailthe particular project and the work required for the performancethereof. Payment for all work shall be either on a time and materialsbasis or on a fixed priced per deliverable basis, subject to the TotalMaximum Amount specified on each individual Work Order.3.3If Contractor provides any task, deliverable, service, or other work toCounty that utilizes other than approved Contractor Personnel,and/or that goes beyond the Work Order expiration date, and/or thatexceeds the Total Maximum Amount as specified in the Work Orderas originally written or modified in accordance with sub-paragraph8.1, Amendments, these shall be gratuitous efforts on the part ofMaster Agreement for Temporary Staffing ServicesPage 6
Contractor for which Contractor shall have no claim whatsoeveragainst County.3.4County procedures for issuing and executing Work Orders are as setforth in this sub-paragraph 3.4. Upon determination by County toissue a Work Order solicitation, County shall issue a Work Ordersolicitation containing a Statement of Work to all Master AgreementQualified Contractors. Each interested Qualified Contractor socontacted shall submit a bid to the County address and within thetimeframe specified in the solicitation. Failure of Contractor toprovide a bid within the specified timeframe may disqualifyContractor for that particular Work Order.3.5Upon completion of evaluations, County shall execute the WorkOrder by and through the Department staff identified in this MasterAgreement with the lowest cost Qualified Contractor unless the WorkOrder solicitation specifies bid evaluation criteria other than lowestcost. It is understood by Contractor that County’s competitivebidding procedure may have the effect that no Work Orders areawarded to some Master Agreement Qualified Contractors. WorkOrders are usually issued for periods not extending past the end ofCounty’s current fiscal year (June 30th) with the exception of WorkOrders for as needed services on a time and material basis, whichmay be issued to correspond with the term of the Master Agreement.However, at such time the Work Order is only extended through theend of the fiscal year, County may either rebid the Work Order tasksor extend the Work Order if technical or cost circumstances requireit.3.6County estimates that selection of any Contractor shall occur withinfive (5) business days of completion of the evaluations of theparticular Work Order bids. Following selection, all Contractorsselected must be available to meet with County on the starting datespecified in the Work Order. Inability of Contractor to comply withsuch commencement date may be cause for disqualification ofContractor from the particular Work Order as determined in the solediscretion of County’s Project Director.3.7In the event Contractor defaults three times under subparagraph 3.6 within a given County fiscal year, then County mayterminate this Master Agreement pursuant to Sub-paragraph 8.42,Termination for Default.Master Agreement for Temporary Staffing ServicesPage 7
4.0TERM OF MASTER AGREEMENT4.1This Master Agreement is effective upon the date of its executionby the Registrar-Recorder/County Clerk or designee as authorizedby the Board of Supervisors. This Master Agreement shall expirefive (5) years after the date of its execution unless sooner extendedor terminated, in whole or in part, as provided herein.4.2The County shall have the sole option to extend the MasterAgreement term for up to two (2) additional one-year periods andsix (6) month to month extensions, for a maximum total MasterAgreement term of seven (7) years and six (6) months. Each suchoption and extension shall be exercised at the sole discretion of theRegistrar-Recorder/County Clerk or designee as authorized by theBoard of Supervisors.4.35.0The County maintains databases that track/monitor contractorperformance history. Information entered into such databases maybe used for a variety of purposes, including determining whetherthe County will exercise a Master Agreement term extension option.Contractor shall notify the Department when this Master Agreementis within six (6) months from the expiration of the term as providedfor hereinabove. Upon occurrence of this event, Contractor shallsend written notification to the Department at the address hereinprovided in Exhibit A.MASTER AGREEMENT SUM5.1The pricing under this Master Agreement shall include allContractor’s fees for supplying staffing to perform as-neededtemporary staffing services as well as all applicable taxes asspecified in this Agreement including any and all attachmentsthereto. Contractor shall bill the County according to firm and fixedhourly rates as specified in Exhibit H of this Agreement for providingas-needed temporary staffing services.5.2Contractor shall not be entitled to any payment by County under thisMaster Agreement except pursuant to validly executed andsatisfactorily performed Work Orders. In each year of this MasterAgreement, the total of all amounts actually expended by Countyhereunder (“maximum annual expenditures”) may not exceedamounts allocated to the Department by the County Board ofSupervisors in their approved budgets. The County has solediscretion to expend some, all, or none of such budgeted amounts.The sum of such annual expenditures for the duration of the MasterAgreement is the Contract Sum.Master Agreement for Temporary Staffing ServicesPage 8
5.3The Contractor shall not be entitled to payment or reimbursementfor any 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.5.4No Payment for Services Provided Following Expiration/Termination of Master AgreementContractor shall have no claim against County for payment of anymoney or reimbursement, of any kind whatsoever, for any serviceprovided by Contractor after the expiration or other termination ofthis Master Agreement. Should Contractor receive any suchpayment it shall immediately notify County and shall immediatelyrepay all such funds to County. Payment by County for servicesrendered after expiration/termination of this Master Agreement shallnot constitute a waiver of County’s right to recover such paymentfrom Contractor. This provision shall survive the expiration or othertermination of this Master Agreement.5.5Invoices and Payments5.5.1 For providing the tasks, deliverables, services, and otherwork authorized pursuant to this Master Agreement,Contractor shall separately invoice County for each WorkOrder by deliverable, as services will be performed on afixed price per deliverable basis (see Exhibit F1 and F2).5.5.2 Payment for all work shall be on a fixed price per deliverablebasis, subject to the Total Maximum Amount specified ineach Work Order less any amounts assessed in accordancewith sub-paragraph 8.26, Liquidated Damages.5.5.3 County shall not pay Contractor for any overtime premiums,travel expenses, meals, lodging, holidays, vacation, sickleave, per diem, or miscellaneous expenses, etc.5.5.4 All work performed by, and all invoices submitted by,Contractor pursuant to Work Orders issued hereunder mustreceive the written approval of County’s Work OrderDirector, who shall be responsible for a detailed evaluationMaster Agreement for Temporary Staffing ServicesPage 9
of Contractor’s performance before approval of work and/orpayment of invoices is permitted.5.5.5 Invoices under this Master Agreement shall be submitted tothe address(es) set forth in the applicable Work Order.5.5.6 Invoice ContentThe period of performance specified in Contractor’sinvoice(s) must coincide with the period of performancespecified in the applicable Work Order.Fixed Price Per DeliverableEach invoice submitted by Contractor shall specify: County numbers of the Work Order and Contractor’sMaster Agreement; Period of performance of work being invoiced; Name(s) of persons who performed the work; A brief description of the deliverable(s) for which paymentis claimed, the respective number(s) assigned to thedeliverable(s), and the individual amount being billed foreach deliverable; and The total amount of the invoice.5.4.7 Local Small Business Enterprises – Prompt PaymentProgramCertified Local Small Business Enterprises (LSBEs) willreceive prompt payment for services they provide to Countydepartments. Prompt payment is defined as fifteen (15)calendar days after receipt of an undisputed invoice.5.5Default Method of Payment: Direct Deposit or Electronic FundsTransfer5.5.1 The County, at its sole discretion, has determined that themost efficient and secure default form of payment for goodsand/or services provided under an agreement/ contract withthe County shall be Electronic Funds Transfer (EFT) ordirect deposit, unless an alternative method of payment isdeemed appropriate by the Auditor-Controller (A-C).Master Agreement for Temporary Staffing ServicesPage 10
5.5.2 The Contractor shall submit a direct deposit authorizationrequest via the website https://di
all previous Master Agreements, written and oral, and all communications between the parties relating to the subject matter of this Master Agreement. No change to this Master Agreement shall bevalid unless prepared pursuant to sub-paragraph 8.1 - Amendments and signed by both parties.
