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Master Agreement for Pre-employment Polygraph Examination Services Los Angeles County Police, LAPD, 2009

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LOS ANGELES COUNTY POLICE
KENNETH HAHN HALL OF ADMINISTRATION
500 WEST TEMPLE STREET, ROOM 375
LOS ANGELES, CALIFORNIA 90012
(213) 974-1120 FAX (213) 620-7141

"Dedicated to the Community We Serve "
MARGARET A. YORK
CHIEF OF POLICE

January 6, 2009

The Honorable Board of Supervisors
County of Los Angeles
Kenneth Hahn Hall of Administration
500 West Temple Street, Room 383
Los Angeles , CA 90012
Dear Supervisors:
APPROVE A MASTER AGREEMENT FOR
AS-NEEDED PRE-EMPLOYMENT POLYGRAPH EXAMINATION SERVICES
(ALL DISTRICTS) (3 VOTES)
SUBJECT:

The Office of Public Safety (OPS) is requesting Board approval to enter into
agreements with qualified Contractors to perform pre-employment polygraph exams on
an as-needed basis.
IT IS RECOMMENDED THAT YOUR BOARD:

1. Authorize the Chief, Office of Public Safety, to execute As-Needed Preemployment Polygraph Examination Services Master Agreements, substantially
similar to Exhibit H, for an estimated fiscal year cost of $100,000 to be financed
through the departmental budget, effective the date of execution through January
31, 2012, with two (2) annual renewal options, expiring no later than January 31,
2014.
2. Delegate authority to the Chief, OPS, to execute agreements, substantially
similar to Exhibit H, with new qualified polygraph examiners throughout the term
of the Master Agreement, so that as-needed polygraph service requirements of
OPS are met and to execute applicable administrative amendments.
Administrative Services Bureau
13001 Dahlia Street
Downey, CA 90242-4100
Phone (562) 940-8379
Fax (562) 803-4137

Facilities Services Bureau
320 West Temple Street
Hall of Records, Room B-75
Los Angeles, CA 90012-3220
Phone (213) 974-9602
Fax (213) 617-2143

Health Services Bureau
13001 Dahlia Street
Downey, CA 90242-4100
Phone (562) 940-8352
Fax (562) 803-0013

Parks Services Bureau
2101 N. Highland Avenue
BungalowD
Los Angeles, CA 90068-3240
Phone (323) 845-0070
Fax (323) 882-8209

Honorable Board of Supervisors
January 6, 2009
Page 2

3. Authorize the Chief, OPS, to exercise the contract renewal options annually, if in
the opinion of the Chief, the contractor has successfully performed in the
previous contract period and the services are still required.
PURPOSE/JUSTIFICATION OF RECOMMENDED ACTION:

In approving the recommended actions, the Board is authorizing OPS to execute
agreements with qualified polygraph examiners for services required on an as-needed
basis. These services are essential to complete the hiring process for police officer and
police officer trainee positions. The OPS continues to administer a comprehensive
recruitment program to identify candidates required to reduce the approximately 24
percent vacancy factor. This service will assist OPS in their mission to serve and
protect County departments.
Implementation of Strategic Plan Goals
The recommended action supports the County's Strategic Plan:
Goal No.1: Service Excellence; Goal No.3: Organizational Effectiveness;
Goal NO.4: Fiscal Responsibility; and Goal NO.8: Public Safety.
FISCAL IMPACT/FINANCING:

The estimated annual expenditure per fiscal year (FY) is $100,000. The funds are
available in OPS's operating budget and will be encumbered annually during each FY
for the duration of the agreements and renewal years, if renewal options are exercised.
FACTS AND PROVISON/LEGAL REQUIREMENTS:

The OPS has determined that agreements, substantially similar to Exhibit H, are exempt
from Proposition (A) requirements under County Code Section 2.121.250 (B) (4), in that,
Pre-Employment Polygraph Examination Services are needed on a part time and
intermittent basis. Contractors will perform services on an as-needed basis.
The term of the agreement is for three (3) years and includes a provision whereby the
Chief may extend the contract for up to two (2) one-year option periods. The Chief may
exercise options if, in her opinion, the Contractor has successfully performed in the
previous contract period and the services are still required and cost-effective.
This agreement contains the County's standard provisions regarding contractor
obligations and is in compliance with all Board and CEO requirements.

Honorable Board of Supervisors
January 6, 2009
Page 3

CONTRACTING PROCESS:

On September 30, 2008, OPS released a Request for Statement of Qualifications
(RFSQ) soliciting Statement (SOQ) from qualified polygraph examiners in order to form
a pool of qualified contractors to perform polygraph exams on an as-needed basis. The
solicitation was posted on the County's "Doing Business with Us" website and included
a link to download the solicitation package and instructions on how to contact OPS
regarding this RFSQ. Attachment I is a listing of contractors who are registered for
polygraph exam services on the Internal Services Departments website, and received
notification of this project.
The OPS will solicit SOQ throughout the term of the Master Agreement until the needs
of the agency are met. OPS will be responsible for evaluating and screening all
interested applicants to ensure that they are qualified to perform the required services.
OPS will negotiate rates with qualified contractors, not to exceed OPS's budgeted
amount.
Exhibit H has been approved as to form by County Counsel.
IMPACT ON CURRENT SERVICES:

Approval of the recommended action will enable OPS to continue to process police
officer and police officer trainee applicants through the background process by receiving
polygraph exams in a timely manner.
CONCLUSION:

It is requested that three (3) conformed copies of this action taken by your Board be
forwarded to Denise Oliver, Contract Manager, Office of Public Safety, 13001 Dahlia
Street, Downey, California 90242.
Respectfully Submitted,

MARGARET A. YORK
Chief, Office of Public Safety
MAY:mm
c:

County Counsel

MASTER AGREEMENT EXHIBITS FOR
PRE-EMPLOYMENT POLYGRAPH EXAMINATION SERVICES
TABLE OF CONTENTS OF EXHIBITS

STANDARD EXHIBITS
A

COUNTY’S ADMINISTRATION

B

CONTRACTOR’S ADMINISTRATION

C

CONTRACTOR’S EEO CERTIFICATION

D

JURY SERVICE ORDINANCE

E

SAFELY SURRENDERED BABY LAW

F

SAMPLE WORK ORDER FORMATS
F2 FIXED PRICE PER DELIVERABLE BASIS

G

FORMS REQUIRED FOR EACH WORK ORDER BEFORE WORK BEGINS

UNIQUE EXHIBITS
H

FORMS REQUIRED AT COMPLETION OF EACH WORK INVOLVING
INTELLECTUAL PROPERTY THAT IS DEVELOPED/DESIGNED BY
CONTRACTOR (Intentionally Omitted)

I

CONTRACTOR’S OBLIGATIONS “AS A “BUSINESS ASSOCIATE” UNDER
THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF
1996 (HIPAA)

J

SUBSEQUENT EXECUTED WORK ORDERS (Intentionally Omitted)

K

CHARITABLE CONTRIBUTIONS CERTIFICATION (Intentionally Omitted)

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT A

COUNTY’S ADMINISTRATION
MASTER AGREEMENT NO. _________________

WORK ORDER NO. ________

COUNTY PROJECT DIRECTOR:
Name:

Denise Oliver

Title:

Contract Manager, Los Angeles County Office of Public Safety

Address:

13001 Dahlia St
Downey CA 90242

Telephone:

562 940-7203

Facsimile:

562 803-7805

E-Mail Address: doliver@police.lacounty.gov
COUNTY WORK ORDER DIRECTOR:
Name:

Peggy Taylor

Title:

Personnel Officer, Los Angeles County Office of Public Safety

Address:

13001 Dahlia St
Downey CA 90242

Telephone:

562 940-8357

Facsimile:

562 803-1843

E-Mail Address: ptaylor@police.lacounty.gov
COUNTY PROJECT MANAGER:
Name:

Yolonda Mosley

Title:

Contract Analyst, Los Angeles County Office of Public Safety

Address:

13001 Dahlia St
Downey CA 90242

Telephone:

562 940-8828

E-Mail Address: ymosley@police.lacounty.gov

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

Facsimile:

562 803-7805

EXHIBIT B

CONTRACTOR’S ADMINISTRATION
CONTRACTOR’S NAME

MASTER AGREEMENT NO. _________________

WORK ORDER NO. ________

CONTRACTOR’S PROJECT DIRECTOR:
Name:
_____________________________
Title:

_____________________________

Address:
Telephone:

_______________________________ Facsimile:_____________________________

E-Mail Address: ________________________________
CONTRACTOR’S AUTHORIZED OFFICIAL(S)
Name:
_____________________________
Title:

_____________________________

Address:
Telephone:

________________________________ Facsimile:_____________________________

E-Mail Address: ________________________________
Name:

_____________________________

Title:

_____________________________

Address:
Telephone:

________________________________ Facsimile:_____________________________

E-Mail Address: ________________________________
Notices to Contractor shall be sent to the following address:
Name:

_____________________________

Title:

_____________________________

Address:
Telephone:

________________________________ Facsimile:_____________________________

E-Mail Address: ________________________________

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT C

CONTRACTOR'S EEO CERTIFICATION

Contractor Name
Address
Internal Revenue Service Employer Identification Number

GENERAL CERTIFICATION
In accordance with Section 4.32.010 of the Code of the County of Los Angeles, the contractor,
supplier, or vendor certifies and agrees that all persons employed by such firm, its affiliates,
subsidiaries, or holding companies are and will be treated equally by the firm without regard to
or because of race, religion, ancestry, national origin, or sex and in compliance with all antidiscrimination laws of the United States of America and the State of California.

CONTRACTOR'S SPECIFIC CERTIFICATIONS
1.

The Contractor has a written policy statement prohibiting
discrimination in all phases of employment.

Yes …

No …

2.

The Contractor periodically conducts a self analysis
or utilization analysis of its work force.

Yes …

No …

3.

The Contractor has a system for determining if
its employment practices are discriminatory
against protected groups.

Yes …

No …

4.

Where problem areas are identified in employment
practices, the Contractor has a system for taking
reasonable corrective action, to include
establishment of goals or timetables.

Yes …

No …

Authorized Official’s Printed Name and Title

Authorized Official’s Signature

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

Date

EXHIBIT D

Title 2 ADMINISTRATION
Chapter 2.203.010 through 2.203.090
CONTRACTOR EMPLOYEE JURY SERVICE
Page 1 of 3

2.203.010 Findings.
The board of supervisors makes the following findings. The county of Los Angeles allows its permanent,
full-time employees unlimited jury service at their regular pay. Unfortunately, many businesses do not
offer or are reducing or even eliminating compensation to employees who serve on juries. This creates a
potential financial hardship for employees who do not receive their pay when called to jury service, and
those employees often seek to be excused from having to serve. Although changes in the court rules
make it more difficult to excuse a potential juror on grounds of financial hardship, potential jurors continue
to be excused on this basis, especially from longer trials. This reduces the number of potential jurors and
increases the burden on those employers, such as the county of Los Angeles, who pay their permanent,
full-time employees while on juror duty. For these reasons, the county of Los Angeles has determined
that it is appropriate to require that the businesses with which the county contracts possess reasonable
jury service policies. (Ord. 2002-0015 § 1 (part), 2002)

2.203.020 Definitions.
The following definitions shall be applicable to this chapter:
A.

“Contractor” means a person, partnership, corporation or other entity which has a contract with
the county or a subcontract with a county contractor and has received or will receive an
aggregate sum of $50,000 or more in any 12-month period under one or more such contracts or
subcontracts.

B.

“Employee” means any California resident who is a full-time employee of a contractor under the
laws of California.

C.

“Contract” means any agreement to provide goods to, or perform services for or on behalf of, the
county but does not include:
1.

A contract where the board finds that special circumstances exist that justify a waiver of the
requirements of this chapter; or

2.

A contract where federal or state law or a condition of a federal or state program mandates
the use of a particular contractor; or

3.

A purchase made through a state or federal contract; or

4.

A monopoly purchase that is exclusive and proprietary to a specific manufacturer,
distributor, or reseller, and must match and inter-member with existing supplies, equipment
or systems maintained by the county pursuant to the Los Angeles County Purchasing
Policy and Procedures Manual, Section P-3700 or a successor provision; or

5.

A revolving fund (petty cash) purchase pursuant to the Los Angeles County Fiscal Manual,
Section 4.4.0 or a successor provision; or

6.

A purchase card purchase pursuant to the Los Angeles County Purchasing Policy and
Procedures Manual, Section P-2810 or a successor provision; or

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT D

Title 2 ADMINISTRATION
Chapter 2.203.010 through 2.203.090
CONTRACTOR EMPLOYEE JURY SERVICE
Page 2 of 3

D.

E.

7.

A non-agreement purchase with a value of less than $5,000 pursuant to the Los Angeles
County Purchasing Policy and Procedures Manual, Section A-0300 or a successor
provision; or

8.

A bona fide emergency purchase pursuant to the Los Angeles County Purchasing Policy
and Procedures Manual, Section PP-1100 or a successor provision.

“Full time” means 40 hours or more worked per week, or a lesser number of hours if:
1.

The lesser number is a recognized industry standard as determined by the chief
administrative officer, or

2.

The contractor has a long-standing practice that defines the lesser number of hours as full
time.

“County” means the county of Los Angeles or any public entities for which the board of
supervisors is the governing body. (Ord. 2002-0040 § 1, 2002: Ord. 2002-0015 § 1 (part), 2002)

2.203.030 Applicability.
This chapter shall apply to contractors who enter into contracts that commence after July 11, 2002. This
chapter shall also apply to contractors with existing contracts which are extended into option years that
commence after July 11, 2002. Contracts that commence after May 28, 2002, but before July 11, 2002,
shall be subject to the provisions of this chapter only if the solicitations for such contracts stated that the
chapter would be applicable. (Ord. 2002-0040 § 2, 2002: Ord. 2002-0015 § 1 (part), 2002)

2.203.040 Contractor Jury Service Policy.
A contractor shall have and adhere to a written policy that provides that its employees shall receive from
the contractor, on an annual basis, no less than five days of regular pay for actual jury service. The policy
may provide that employees deposit any fees received for such jury service with the contractor or that the
contractor deduct from the employees’ regular pay the fees received for jury service. (Ord. 2002-0015 § 1
(part), 2002)

2.203.050 Other Provisions.
A.

Administration. The chief administrative officer shall be responsible for the administration of this
chapter. The chief administrative officer may, with the advice of county counsel, issue
interpretations of the provisions of this chapter and shall issue written instructions on the
implementation and ongoing administration of this chapter. Such instructions may provide for the
delegation of functions to other county departments.

B.

Compliance Certification. At the time of seeking a contract, a contractor shall certify to the county
that it has and adheres to a policy consistent with this chapter or will have and adhere to such a
policy prior to award of the contract. (Ord. 2002-0015 § 1 (part), 2002)

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT D

Title 2 ADMINISTRATION
Chapter 2.203.010 through 2.203.090
CONTRACTOR EMPLOYEE JURY SERVICE

Page 3 of 3

2.203.060 Enforcement and Remedies.
For a contractor’s violation of any provision of this chapter, the county department head responsible for
administering the contract may do one or more of the following:
1. Recommend to the board of supervisors the termination of the contract; and/or,
2. Pursuant to chapter 2.202, seek the debarment of the contractor. (Ord. 2002-0015 § 1 (part), 2002)

2.203.070. Exceptions.
A.

Other Laws. This chapter shall not be interpreted or applied to any contractor or to any employee
in a manner inconsistent with the laws of the United States or California.

B.

Collective Bargaining Agreements. This chapter shall be superseded by a collective bargaining
agreement that expressly so provides.

C.

Small Business. This chapter shall not be applied to any contractor that meets all of the following:
1.

Has ten or fewer employees during the contract period; and,

2.

Has annual gross revenues in the preceding twelve months which, if added to the annual
amount of the contract awarded, are less than $500,000; and,

3.

Is not an affiliate or subsidiary of a business dominant in its field of operation.

“Dominant in its field of operation” means having more than ten employees and annual gross revenues in
the preceding twelve months which, if added to the annual amount of the contract awarded, exceed
$500,000.
“Affiliate or subsidiary of a business dominant in its field of operation” means a business which is at least
20 percent owned by a business dominant in its field of operation, or by partners, officers, directors,
majority stockholders, or their equivalent, of a business dominant in that field of operation. (Ord. 20020015 § 1 (part), 2002)

2.203.090. Severability.
If any provision of this chapter is found invalid by a court of competent jurisdiction, the remaining
provisions shall remain in full force and effect. (Ord. 2002-0015 § 1 (part), 2002)

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT E

SAFELY SURRENDERED BABY LAW

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT E

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT E

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT E

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT E

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT F

SAMPLE WORK ORDER FORMATS

F2 Fixed Price Per Deliverable Basis

A STATEMENT OF WORK SHALL BE ATTACHED TO EACH INDIVIDUAL WORK ORDER

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT F2
Page 1 of 2

PRE-EMPLOYMENT POLYGRAPH EXAMINATION SERVICES
MASTER AGREEMENT WORK ORDER
(FIXED PRICE PER DELIVERABLE BASIS)

(CONTRACTOR NAME)

Work Order No.

County Master Agreement No.

Project Title:
Period of Performance:
County Requesting Department:
County Project Director:
County Manager/Supervisor:
I.

GENERAL
Contractor shall satisfactorily perform all the tasks and provide all the deliverables detailed in
the Statement of Work attached hereto as Exhibit __, on a fixed price per deliverable basis,
in compliance with the terms and conditions of Contractor’s Master Agreement.

II.

PERSONNEL
Contractor shall provide the below-listed personnel:
Skill Category:
Name:
Name:
Name:

III.

PAYMENT
A. The Total Maximum Amount that County shall pay Contractor for all deliverables to be
provided under this Work Order is shown below:
Deliverable

Maximum Amount

Total Maximum Amount:

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT F2
Page 2 of 2

Work Order No.

County Master Agreement No.

B. Contractor shall satisfactorily provide and complete all required deliverables in accordance
with (Statement of Work) notwithstanding the fact that total payment from County for all
deliverables shall not exceed the Total Maximum Amount in III.A, above.
C. Contractor shall submit all invoices under this Work Order to:

________________________
IV.

SERVICES
In accordance with Master Agreement Subparagraph 3.3, Contractor may not be paid for
any task, deliverable, service, or other work that is not specified in this Work Order, and/or
that utilizes personnel not specified in this Work Order, and/or that exceeds the Total
Maximum Amount of this Work Order, and/or that goes beyond the expiration date of this Work
Order.

ALL TERMS OF THE MASTER AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
THE TERMS OF THE MASTER AGREEMENT SHALL GOVERN AND TAKE PRECEDENCE
OVER ANY CONFLICTING TERMS AND/OR CONDITIONS IN THIS WORK ORDER. NEITHER
THE RATES NOR ANY OTHER SPECIFICATIONS IN THIS WORK ORDER ARE VALID OR
BINDING IF THEY DO NOT COMPLY WITH THE TERMS AND CONDITIONS OF THE MASTER
AGREEMENT.
Contractor’s signature on this Work Order document confirms Contractor’s awareness of and
agreement with the provisions of Subparagraph 3.3 of the Master Agreement, which establish that
Contractor shall not be entitled to any compensation whatsoever for any task, deliverable, service,
or other work:
A.
B.
C.
D.

That is not specified in this Work Order, and/or
That utilizes personnel not specified in this Work Order, and/or
That exceeds the Total Maximum Amount of this Work Order, and/or
That goes beyond the expiration date of this Work Order.

REGARDLESS OF ANY ORAL PROMISE MADE TO CONTRACTOR BY ANY COUNTY
PERSONNEL WHATSOEVER.
CONTRACTOR

COUNTY OF LOS ANGELES

By:

BY:

Name:

Name:

Title:

Title:

Date:

Date:

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT G
FORMS REQUIRED FOR EACH WORK ORDER
BEFORE WORK BEGINS

G1

CERTIFICATION OF EMPLOYEE STATUS

G2

CERTIFICATION OF NO CONFLICT OF INTEREST

G3

CONTRACTOR ACKNOWLEDGEMENT AND CONFIDENTIALITY
AGREEMENT

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT G1

PRE-EMPLOYMENT POLYGRAPH EXAMINATION SERVICES MASTER AGREEMENT
WORK ORDER
CERTIFICATION OF EMPLOYEE STATUS
(Note: This certification is to be executed and returned to County with Contractor's executed Work Order. Work
cannot begin on the Work Order until County receives this executed document.)

CONTRACTOR NAME

Work Order No.

County Master Agreement No.

I CERTIFY THAT: (1) I am an Authorized Official of Contractor; (2) the individual(s) named
below is(are) this organization’s employee(s); (3) applicable state and federal income tax,
FICA, unemployment insurance premiums, and workers' compensation insurance premiums, in
the correct amounts required by state and federal law, will be withheld as appropriate, and paid
by Contractor for the individual(s) named below for the entire time period covered by the
attached Work Order.
EMPLOYEES

1.
2.
3.
4.

I declare under penalty of perjury that the foregoing is true and correct.

Signature of Authorized Official

Printed Name of Authorized Official

Title of Authorized Official

Date

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT G2

PRE-EMPLOYMENT POLYGRAPH EXAMINATION SERVICES MASTER AGREEMENT
WORK ORDER
CERTIFICATION OF NO CONFLICT OF INTEREST
(Note: This certification is to be executed and returned to County with Contractor's executed Work Order. Work
cannot begin on the Work Order until County receives this executed document.)

CONTRACTOR NAME
Work Order No.

County Master Agreement No.

Los Angeles County Code Section 2.180.010.A provides as follows:
“Certain contracts prohibited.
A.

Notwithstanding any other section of this code, the county shall not contract with, and shall reject any bid or
proposal submitted by, the persons or entities specified below, unless the board of supervisors finds that
special circumstances exist which justify the approval of such contract:
1.

Employees of the county or of public agencies for which the board of supervisors is the
governing body;

2.

Profit-making firms or businesses in which employees described in subdivision 1 of subsection A
serve as officers, principals, partners, or major shareholders;

3.

Persons who, within the immediately preceding 12 months, came within the provisions of
subdivision 1 of subsection A, and who:

4.

a.

Were employed in positions of substantial responsibility in the area of service to be
performed by the contract; or

b.

Participated in any way in developing the contract or its service specifications; and

Profit-making firms or businesses in which the former employees, described in subdivision 3 of
subsection A, serve as officers, principals, partners, or major shareholders.”

Contractor hereby declares and certifies that no Contractor Personnel, nor any other person acting on
Contractor’s behalf, who prepared and/or participated in the preparation of the bid or proposal submitted
for the Work Order specified above, is within the purview of County Code Section 2.180.010.A, above.
I declare under penalty of perjury that the foregoing is true and correct.

Signature of Authorized Official

Printed Name of Authorized Official
_
Title of Authorized Official

Date

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT G3

PRE-EMPLOYMENT POLYGRAPH EXAMINATION SERVICES MASTER AGREEMENT
WORK ORDER
CONTRACTOR ACKNOWLEDGEMENT AND CONFIDENTIALITY AGREEMENT
(Note: This certification is to be executed and returned to County with Contractor's executed Work Order. Work cannot begin
on the Work Order until County receives this executed document.)

CONTRACTOR NAME _________________________________________
Work Order No.________________

County Master Agreement No. ______________________

GENERAL INFORMATION:
The Contractor referenced above has entered into a Master Agreement with the County of Los Angeles to provide certain services to
the County. The County requires the Corporation to sign this Contractor Acknowledgement and Confidentiality Agreement.

CONTRACTOR ACKNOWLEDGEMENT:
Contractor understands and agrees that the Contractor employees, consultants, Outsourced Vendors and independent contractors
(Contractor’s Staff) that will provide services in the above referenced agreement are Contractor’s sole responsibility. Contractor
understands and agrees that Contractor’s Staff must rely exclusively upon Contractor for payment of salary and any and all other
benefits payable by virtue of Contractor’s Staff’s performance of work under the above-referenced Master Agreement.
Contractor understands and agrees that Contractor’s Staff are not employees of the County of Los Angeles for any purpose
whatsoever and that Contractor’s Staff do not have and will not acquire any rights or benefits of any kind from the County of
Los Angeles by virtue of my performance of work under the above-referenced Master Agreement. Contractor understands and
agrees that Contractor’s Staff will not acquire any rights or benefits from the County of Los Angeles pursuant to any agreement
between any person or entity and the County of Los Angeles.

CONFIDENTIALITY AGREEMENT:
Contractor and Contractor’s Staff may be involved with work pertaining to services provided by the County of Los Angeles and, if so,
Contractor and Contractor’s Staff may have access to confidential data and information pertaining to persons and/or entities receiving
services from the County. In addition, Contractor and Contractor’s Staff may also have access to proprietary information supplied by
other vendors doing business with the County of Los Angeles. The County has a legal obligation to protect all such confidential data
and information in its possession, especially data and information concerning health, criminal, and welfare recipient records.
Contractor and Contractor’s Staff understand that if they are involved in County work, the County must ensure that Contractor and
Contractor’s Staff, will protect the confidentiality of such data and information. Consequently, Contractor must sign this Confidentiality
Agreement as a condition of work to be provided by Contractor’s Staff for the County.
Contractor and Contractor’s Staff hereby agrees that they will not divulge to any unauthorized person any data or information
obtained while performing work pursuant to the above-referenced Master Agreement between Contractor and the County of
Los Angeles. Contractor and Contractor’s Staff agree to forward all requests for the release of any data or information received to
County’s Project Manager.
Contractor and Contractor’s Staff agree to keep confidential all health, criminal, and welfare recipient records and all data and
information pertaining to persons and/or entities receiving services from the County, design concepts, algorithms, programs, formats,
documentation, Contractor proprietary information and all other original materials produced, created, or provided to Contractor and
Contractor’s Staff under the above-referenced Master Agreement. Contractor and Contractor’s Staff agree to protect these
confidential materials against disclosure to other than Contractor or County employees who have a need to know the information.
Contractor and Contractor’s Staff agree that if proprietary information supplied by other County vendors is provided to me during this
employment, Contractor and Contractor’s Staff shall keep such information confidential.
Contractor and Contractor’s Staff agree to report any and all violations of this agreement by Contractor and Contractor’s Staff and/or
by any other person of whom Contractor and Contractor’s Staff become aware.
Contractor and Contractor’s Staff acknowledge that violation of this agreement may subject Contractor and Contractor’s Staff to civil
and/or criminal action and that the County of Los Angeles may seek all possible legal redress.

SIGNATURE:

DATE: _____/_____/_____

PRINTED NAME: __________________________________________
POSITION:

________________________________________

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT I

PAGE 1 OF 6

AGREEMENT
CONTRACTOR’S OBLIGATIONS AS A “BUSINESS ASSOCIATE”
UNDER THE HEALTH INSURANCE PORTABILITY
AND ACCOUNTABILITY ACT OF 1996 (HIPAA)
Under this Agreement, Contractor (“Business Associate”) provides services (“Services”)
to County (“Covered Entity”) and Business Associate receives, has access to, or creates
Protected Health Information in order to provide those Services. Covered Entity is
subject to the Administrative Simplification requirements of the Health Insurance
Portability and Accountability Act of 1996 (HIPAA) and regulations promulgated
thereunder, including the Standards for Privacy of Individually Identifiable Health
Information (“the Privacy Regulations”) and the Health Insurance Reform: Security
Standards (“the Security Regulations”) at 45 Code of Federal Regulations Parts 160 and
164 (“together, the “Privacy and Security Regulations”).
The Privacy and Security Regulations require Covered Entity to enter into a contract with
Business Associate in order to mandate certain protections for the privacy and security
of Protected Health Information, and those Regulations prohibit the disclosure to or use
of Protected Health Information by Business Associate if such a contract is not in place.
Therefore, the parties agree as follows:
1.0

DEFINITIONS

1.1

“Disclose” and “Disclosure” means, with respect to Protected Health Information,
the release, transfer, provision of access to, or divulging in any other manner of
Protected Health Information outside Business Associate’s internal operations or
to other than its employees.

1.2

“Electronic Media” has the same meaning as the term “electronic media” in 45
C.F.R. § 160.103. Electronic Media means (1) Electronic storage media
including memory devices in computers (hard drives) and any
removable/transportable digital memory medium, such as magnetic tape or disk,
optical disk, or digital memory card; or (2) Transmission media used to exchange
information already in electronic storage media. Transmission media include, for
example, the internet (wide-open), extranet (using internet technology to link a
business with information accessible only to collaborating parties), leased lines,
dial-up lines, private networks, and the physical movement of
removable/transportable electronic storage media.
Certain transmissions,
including of paper, via facsimile, and of voice, via telephone, are not considered
to be transmissions via electronic media, because the information being
exchanged did not exist in electronic form before the transmission.

1.3

“Electronic Protected Health Information” has the same meaning as the term
“electronic protected health information” in 45 C.F.R. § 160.103. Electronic
Protected Health Information means Protected Health Information that is (i)
transmitted by electronic media; (ii) maintained in electronic media.

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT I

PAGE 2 OF 6

1.4

“Individual” means the person who is the subject of Protected Health Information,
and shall include a person who qualifies as a personal representative in
accordance with 45 C.F.R. § 164.502(g).

1.5

“Protected Health Information” has the same meaning as the term “protected
health information” in 45 C.F.R. § 164.503, limited to the information created or
received by Business Associate from or on behalf of Covered Entity. Protected
Health Information includes information, whether oral or recorded in any form or
medium, that (i) relates to the past, present, or future physical or mental health or
condition of an Individual; the provision of health care to an Individual, or the
past, present or future payment for the provision of health care to an Individual;
(ii) identifies the Individual (or for which there is a reasonable basis for believing
that the information can be used to identify the Individual); and (iii) is received by
Business Associate from or on behalf of Covered Entity, or is created by
Business Associate, or is made accessible to Business Associate by Covered
Entity. “Protected Health Information” includes Electronic Health Information.

1.6

“Required By Law” means a mandate contained in law that compels an entity to
make a Use or Disclosure of Protected Health Information and that is enforceable
in a court of law. Required by law includes, but is not limited to, court orders and
court-ordered warrants; subpoenas or summons issued by a court, grand jury, a
governmental or tribal inspector general, or any administrative body authorized to
require the production of information; a civil or an authorized investigative
demand; Medicare conditions of participation with respect to health care
providers participating in the program; and statutes or regulations that require the
production of information, including statutes or regulations that require such
information if payment is sought under a government program providing benefits.

1.7

“Security Incident” means the attempted or successful unauthorized access, Use,
Disclosure, modification, or destruction of information in, or interference with
system operations of, an Information System which contains Electronic Protected
Health Information. However, Security Incident does not include attempts to
access an Information System when those attempts are not reasonably
considered by Business Associate to constitute an actual threat to the
Information System.

1.8

“Services” has the same meaning as in the body of this Agreement.

1.9

“Use” or “Uses” mean, with respect to Protected Health Information, the sharing,
employment, application, utilization, examination or analysis of such Information
within Business Associate’s internal operations.

1.10

Terms used, but not otherwise defined, in this Paragraph shall have the same
meaning as those terms in the HIPAA Regulations.

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT I

PAGE 3 OF 6

2.0

OBLIGATIONS OF BUSINESS ASSOCIATE

2.1

Permitted Uses and Disclosures of Protected Health Information. Business
Associate:
(a) shall Use and Disclose Protected Health Information as necessary to perform
the Services, and as provided in Sub-sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 4.3
and 5.2 of this Agreement;
(b) shall Disclose Protected Health Information to Covered Entity upon request;
(c) may, as necessary for the proper management and administration of its
business or to carry out its legal responsibilities:
(i) Use Protected Health Information; and
(ii) Disclose Protected Health Information if the Disclosure is Required by
Law.
Business Associate shall not Use or Disclose Protected Health Information for
any other purpose.

2.2

Adequate Safeguards for Protected Health Information. Business Associate:
(a) shall implement and maintain appropriate safeguards to prevent the Use or
Disclosure of Protected Health Information in any manner other than as
permitted by this Paragraph. Business Associate agrees to limit the Use and
Disclosure of Protected Health Information to the minimum necessary in
accordance with the Privacy Regulation’s minimum necessary standard.
(b) effective as of April 20, 2005, specifically as to Electronic Health Information,
shall implement and maintain administrative, physical, and technical
safeguards that reasonably and appropriately protect the confidentiality,
integrity, and availability of Electronic Protected Health Information.

2.3

Reporting Non-Permitted Use or Disclosure and Security Incidents. Business
Associate shall report to Covered Entity each Non-Permitted Use or Disclosure
that is made by Business Associate, its employees, representatives, agents or
subcontractors, but is not specifically permitted by this Agreement, and effective
as of April 20, 2005, shall report to Covered Entity each Security Incident of
which Business Associate becomes aware. The initial report shall be made by
telephone call to the Covered Entity’s HIPAA Privacy Officer within forty-eight
(48) hours from the time the Business Associate becomes aware of the NonPermitted Use or Disclosure or Security Incident, followed by a full written report
no later than ten (10) business days from the date the Business Associate
becomes aware of the non-permitted Use or Disclosure or Security Incident to
the Chief Privacy Officer at:
Chief HIPAA Privacy Officer, County of Los Angeles
Kenneth Hahn Hall of Administration
500 West Temple St , Suite 410
Los Angeles, CA 90012
(213) 974-2164

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT I

PAGE 4 OF 6

2.4

Mitigation of Harmful Effect. Business Associate agrees to mitigate, to the extent
practicable, any harmful effect that is known to Business Associate of a Use or
Disclosure of Protected Health Information by Business Associate in violation of
the requirements of this Paragraph.

2.5.

Availability of Internal Practices, Books and Records to Government Agencies.
Business Associate agrees to make its internal practices, books and records
relating to the Use and Disclosure of Protected Health Information available to
the Secretary of the federal Department of Health and Human Services for
purposes of determining Covered Entity’s compliance with the Privacy and
Security Regulations. Business Associate shall immediately notify Covered
Entity of any requests made by the Secretary and provide Covered Entity with
copies of any documents produced in response to such request.

2.6

Access to Protected Health Information. Business Associate shall, to the extent
Covered Entity determines that any Protected Health Information constitutes a
“designated record set” as defined by 45 C.F.R. § 164.501, make the Protected
Health Information specified by Covered Entity available to the Individual(s)
identified by Covered Entity as being entitled to access and copy that Protected
Health Information. Business Associate shall provide such access for inspection
of that Protected Health Information within two (2) business days after receipt of
request from Covered Entity. Business Associate shall provide copies of that
Protected Health Information within five (5) business days after receipt of request
from Covered Entity.

2.7

Amendment of Protected Health Information. Business Associate shall, to the
extent Covered Entity determines that any Protected Health Information
constitutes a “designated record set” as defined by 45 C.F.R. § 164.501, make
any amendments to Protected Health Information that are requested by Covered
Entity. Business Associate shall make such amendment within ten (10) business
days after receipt of request from Covered Entity in order for Covered Entity to
meet the requirements under 45 C.F.R. § 164.526.

2.8 Accounting of Disclosures. Business Associate agrees to maintain documentation of
the information required to provide an accounting of Disclosures of Protected Health
Information in accordance with 45 C.F.R. § 164.528, and to make this information
available to Covered Entity upon Covered Entity's request, in order to allow Covered
Entity to respond to an Individual's request for accounting of disclosures. However,
Business Associate is not required to provide an accounting of Disclosures that are
necessary to perform its Services if such Disclosures are for either payment or health
care operations purposes, or both. Additionally, such accounting is limited to
disclosures that were made in the six (6) years prior to the request (not including
disclosures that were made prior to the compliance date of the Privacy Rule, April
14, 2003) and shall be provided for as long as Business Associate maintains the
Protected Health Information.

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT I

PAGE 5 OF 6

Any accounting provided by Business Associate under this Section 2.8 shall
include: (a) the date of the Disclosure; (b) the name, and address if known, of
the entity or person who received the Protected Health Information; (c) a brief
description of the Protected Health Information disclosed; and (d) a brief
statement of the purpose of the Disclosure. For each Disclosure that could
require an accounting under this Sub-section 2.8, Business Associate shall
document the information specified in (a) through (d), above, and shall securely
maintain the information for six (6) years from the date of the Disclosure.
Business Associate shall provide to Covered Entity, within ten (10) business days
after receipt of request from Covered Entity, information collected in accordance
with this Sub-section 2.8 to permit Covered Entity to respond to a request by an
Individual for an accounting of disclosures of Protected Health Information in
accordance with 45 C.F.R. § 164.528.
3.0

OBLIGATION OF COVERED ENTITY

3.1

Obligation of Covered Entity. Covered Entity shall notify Business Associate of
any current or future restrictions or limitations on the use of Protected Health
Information that would affect Business Associate’s performance of the Services,
and Business Associate shall thereafter restrict or limit its own uses and
disclosures accordingly.

4.0

TERM AND TERMINATION

4.1

Term. The term of this Paragraph shall be the same as the term of this
Agreement. Business Associate’s obligations under Sections 2.1 (as modified by
Section 4.2), 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 4.3 and 5.2 shall survive the termination
or expiration of this Agreement.

4.2

Termination for Cause. In addition to and notwithstanding the termination
provisions set forth in this Agreement, upon Covered Entity’s knowledge of a
material breach by Business Associate, Covered Entity shall either:
(a) Provide an opportunity for Business Associate to cure the breach or end the
violation, and terminate this Agreement if Business Associate does not cure
the breach or end the violation within the time specified by Covered Entity; or
(b) Immediately terminate this Agreement if Business Associate has breached a
material term of this Paragraph and cure is not possible; or
(c) If neither termination or cure are feasible, Covered Entity shall report the
violation to the Secretary of the federal Department of Health and Human
Services.

4.3

Disposition of Protected Health Information Upon Termination or Expiration
(a) Except as provided in paragraph (b) of this section, upon termination for any
reason or expiration of this Agreement, Business Associate shall return or
destroy all Protected Health Information received from Covered Entity, or

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

EXHIBIT I

PAGE 6 OF 6

created or received by Business Associate on behalf of Covered Entity. This
provision shall apply to Protected Health Information that is in the possession
of subcontractors or agents of Business Associate. Business Associate shall
retain no copies of the Protected Health Information.
(b) In the event that Business Associate determines that returning or destroying
the Protected Health Information is infeasible, Business Associate shall
provide to Covered Entity notification of the conditions that make it infeasible.
If return or destruction is infeasible, Business Associate shall extend the
protections of this Agreement to such Protected Health Information and limit
further Uses and Disclosures of such Protected Health Information to those
purposes that make the return or destruction infeasible, for so long as
Business Associate maintains such Protected Health Information.
5.0

MISCELLANEOUS

5.1

No Third Party Beneficiaries. Nothing in this Paragraph shall confer upon any
person other than the parties and their respective successors or assigns, any
rights, remedies, obligations, or liabilities whatsoever.

5.2

Use of Subcontractors and Agents. Business Associate shall require each of its
agents and subcontractors that receive Protected Health Information from
Business Associate, or create Protected Health Information for Business
Associate, on behalf of Covered Entity, to execute a written agreement obligating
the agent or subcontractor to comply with all the terms of this Agreement.

5.3

Relationship to Agreement Provisions. In the event that a provision of this
Paragraph is contrary to any other provision of this Agreement, the provision of
this Paragraph shall control. Otherwise, this Paragraph shall be construed
under, and in accordance, with the terms of the Agreement.

5.4

Regulatory References. A reference in this Paragraph to a section in the Privacy
or Security Regulations means the section as in effect or as amended.

5.5

Interpretation. Any ambiguity in this Paragraph shall be resolved in favor of a
meaning that permits Covered Entity to comply with the Privacy and Security
Regulations.

5.6

Amendment. The parties agree to take such action as is necessary to amend
this Paragraph from time to time as is necessary for Covered Entity to comply
with the requirements of the Privacy and Security Regulations.

Effective: 4/30/05

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

Los Angeles County Office of Public Safety RFSQ # 08.02
Exhibits for Pre-Employment Polygraph Examination Services
September/2008

APPENDIX H
MASTER AGREEMENT

MASTER AGREEMENT
BY AND BETWEEN

COUNTY OF LOS ANGELES
OFFICE OF PUBLIC SAFETY
AND
(CONTRACTOR)
FOR
PRE-EMPLOYMENT POLYGRAPH EXAMINATION SERVICES

MASTER AGREEMENT PROVISIONS
TABLE OF CONTENTS
PARAGRAPH

TITLE

PAGE

RECITALS .................................................................................................................................... 1
1.0

APPLICABLE DOCUMENTS ........................................................................................... 2

2.0

DEFINITIONS ................................................................................................................... 3

3.0

WORK............................................................................................................................... 5

4.0

TERM OF MASTER AGREEMENT .................................................................................. 7

5.0

CONTRACT SUM ............................................................................................................. 7

6.0

ADMINISTRATION OF MASTER AGREEMENT- COUNTY.......................................... 10

7.0

8.0

6.1

COUNTY’S PROJECT DIRECTOR ....................................................................... 10

6.2

COUNTY’S WORK ORDER DIRECTOR ............................................................... 10

6.3

COUNTY’S PROJECT MANAGER ........................................................................ 11

ADMINISTRATION OF MASTER AGREEMENT - CONTRACTOR .............................. 11
7.1

CONTRACTOR’S PROJECT MANAGER .............................................................. 11

7.2

CONTRACTOR’S AUTHORIZED OFFICIAL(S)..................................................... 12

7.3

APPROVAL OF CONTRACTOR’S STAFF ............................................................ 12

7.4

CONTRACTOR’S STAFF IDENTIFICATION ......................................................... 12

7.5

BACKGROUND & SECURITY INVESTIGATIONS ................................................ 12

7.6

CONFIDENTIALITY ............................................................................................... 13

STANDARD TERMS AND CONDITIONS ...................................................................... 14
8.1

AMENDMENTS...................................................................................................... 14

8.2

ASSIGNMENT AND DELEGATION ....................................................................... 15

8.3

AUTHORIZATION WARRANTY ............................................................................ 16

8.4

COMPLAINTS ........................................................................................................ 16

8.5

COMPLIANCE WITH APPLICABLE LAW.............................................................. 17

8.6

COMPLIANCE WITH CIVIL RIGHTS LAWS.......................................................... 18

8.7

COMPLIANCE WITH COUNTY’S JURY SERVICE PROGRAM ........................... 19

8.8

CONFLICT OF INTEREST..................................................................................... 21

8.9

CONSIDERATION OF HIRING COUNTY EMPLOYEES TARGETED FOR
LAYOFF/OR RE-EMPLOYMENT LIST .................................................................. 22

8.10 CONSIDERATION OF HIRING GAIN/GROW PROGRAM PARTICIPANTS......... 22
8.11 CONTRACTOR RESPONSIBILITY AND DEBARMENT ....................................... 23
8.12 CONTRACTOR’S ACKNOWLEDGEMENT OF COUNTY’S COMMITMENT
TO THE SAFELY SURRENDERED BABY LAW ................................................... 26
Los Angeles County Office of Public Safety Contract # ____________
Appendix H Master Agreement
Pre-Employment Polygraph Examination Services
January/2009

Page i

MASTER AGREEMENT PROVISIONS
TABLE OF CONTENTS
PARAGRAPH

TITLE

PAGE

8.13 CONTRACTOR’S WARRANTY OF ADHERENCE TO COUNTY’S CHILD
SUPPORT COMPLIANCE PROGRAM.................................................................. 27
8.14 COUNTY’S QUALITY ASSURANCE PLAN ........................................................... 28
8.15 DAMAGE TO COUNTY PROPERTY ..................................................................... 28
8.16 EMPLOYMENT ELIGIBILITY VERIFICATION ....................................................... 28
8.17 FACSIMILE REPRESENTATIONS ........................................................................ 29
8.18 FAIR LABOR STANDARDS................................................................................... 29
8.19 FORCE MAJEURE................................................................................................. 30
8.20 GOVERNING LAW, JURISDICTION, AND VENUE .............................................. 31
8.21 INDEPENDENT CONTRACTOR STATUS ............................................................ 31
8.22 INDEMNIFICATION ............................................................................................... 32
8.23 GENERAL INSURANCE REQUIREMENTS .......................................................... 32
8.24 INSURANCE COVERAGE REQUIREMENTS ....................................................... 35
8.25 LIQUIDATED DAMAGES....................................................................................... 36
8.26 MOST FAVORED PUBLIC ENTITY ....................................................................... 38
8.27 NONDISCRIMINATION AND AFFIRMATIVE ACTION.......................................... 38
8.28 NON EXCLUSIVITY ............................................................................................... 40
8.29 NOTICE OF DELAYS............................................................................................. 40
8.30 NOTICE OF DISPUTES......................................................................................... 41
8.31 NOTICE TO EMPLOYEES REGARDING THE FEDERAL EARNED
INCOME CREDIT................................................................................................... 41
8.32 NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED
BABY LAW ............................................................................................................. 41
8.33 NOTICES ............................................................................................................... 41
8.34 PROHIBITION AGAINST INDUCEMENT OR PERSUASION ............................... 42
8.35 PUBLIC RECORDS ACT ....................................................................................... 42
8.36 PUBLICITY............................................................................................................. 43
8.37 RECORD RETENTION AND INSPECTION/AUDIT SETTLEMENT ...................... 44
8.38 RECYCLED BOND PAPER ................................................................................... 46
8.39 SUBCONTRACTING.............................................................................................. 46
8.40 TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN COMPLIANCE
WITH COUNTY’S CHILD SUPPORT COMPLIANCE PROGRAM ........................ 47
Los Angeles County Office of Public Safety Contract # ______________
Appendix H Master Agreement
Pre-Employment Polygraph Examination Services
January/2009

Page ii

MASTER AGREEMENT PROVISIONS
TABLE OF CONTENTS
PARAGRAPH

TITLE

PAGE

8.41 TERMINATION FOR CONVENIENCE................................................................... 48
8.42 TERMINATION FOR DEFAULT............................................................................. 49
8.43 TERMINATION FOR IMPROPER CONSIDERATION ........................................... 51
8.44 TERMINATION FOR INSOLVENCY ...................................................................... 52
8.45 TERMINATION FOR NON-ADHERENCE OF COUNTY LOBBYIST
ORDINANCE.......................................................................................................... 52
8.46 TERMINATION FOR NON-APPROPRIATION OF FUNDS ................................... 53
8.47 VALIDITY ............................................................................................................... 53
8.48 WAIVER ................................................................................................................. 53
8.49 WARRANTY AGAINST CONTINGENT FEES ....................................................... 53
9.0

UNIQUE TERMS AND CONDITIONS ............................................................................ 54
9.1

CONTRACTOR’S OBLIGATION AS A “BUSINESS ASSOCIATE” UNDER THE
HEALTH INSURANCE PORTABILITY & ACCOUNTABILITY ACT OF 1996
(HIPAA) ................................................................................................................. 54

9.2

LOCAL SMALL BUSINESS ENTERPRISE (SBE) PREFERENCE PROGRAM .... 54

9.3

OWNERSHIP OF MATERIALS, SOFTWARE AND COPYRIGHT
(Intentionally Omitted) ......................................................................................... 56

9.4

PATENT, COPYRIGHT & TRADE SECRET INDEMNIFICATION
(Intentionally Omitted) ......................................................................................... 56

9.5

CONTRACTOR’S CHARITABLE ACTIVITIES COMPLIANCE
(Intentionally Omitted) ......................................................................................... 56

9.6

TRANSITIONAL JOB OPPORTUNITIES PREFERENCE PROGRAM.................. 56

SIGNATURES............................................................................................................................. 58

Los Angeles County Office of Public Safety Contract # ______________
Appendix H Master Agreement
Pre-Employment Polygraph Examination Services
January/2009

Page iii

MASTER AGREEMENT PROVISIONS
TABLE OF CONTENTS

STANDARD EXHIBITS
A COUNTY’S ADMINISTRATION
B CONTRACTOR’S ADMINISTRATION
C CONTRACTOR’S EEO CERTIFICATION
D JURY SERVICE ORDINANCE
E SAFELY SURRENDERED BABY LAW
F

SAMPLE WORK ORDER FORMATS

G FORMS REQUIRED FOR EACH WORK ORDER BEFORE WORK BEGINS
UNIQUE EXHIBITS
H FORMS REQUIRED AT COMPLETION OF EACH WORK ORDER INVOLVING
INTELLECTUAL PROPERTY THAT IS DEVELOPED/DESIGNED BY CONTRACTOR
(Intentionally Omitted)
I

CONTRACTOR’S OBLIGATIONS AS A “BUSINESS ASSOCIATE
UNDER THE HEALTH INSURANCE PORTABILITY & ACCOUNTABILITY
ACT OF 1996 (HIPAA)

J

SUBSEQUENT EXECUTED WORK ORDERS (Intentionally Omitted)

K CHARITABLE CONTRIBUTIONS CERTIFICATION (Intentionally Omitted)

Los Angeles County Office of Public Safety Contract # ____________
Appendix H Master Agreement
Pre-Employment Polygraph Examination Services
January/2009

Page iv

Appendix H
Master Agreement

MASTER AGREEMENT BETWEEN
COUNTY OF LOS ANGELES,
OFFICE OF PUBLIC SAFETY
AND
__________________
FOR
PRE-EMPLOYMENT POLYGRAPH EXAMINATION SERVICES
This Master Agreement and Exhibits made and entered into this ___ day of
____________, 200_ by and between the County of Los Angeles, Office of Public
Safety (OPS) hereinafter referred to as County and ________________,
hereinafter referred to as Contractor, to provide Pre-Employment Polygraph
Examination Services.

RECITALS
WHEREAS, the County may contract with private businesses for Pre-Employment
Polygraph Examination Services when certain requirements are met; and

WHEREAS, the Contractor is a private firm specializing in providing PreEmployment Polygraph Examination Services; and

WHEREAS, this Master Agreement is therefore authorized under Los
Angeles County Codes Section 2.121.250 B (4) which authorizes the Board
of Supervisors to contract with private businesses when services are
needed on a part time or intermittent basis; and
Los Angeles County Office of Public Safety Contract # ____________
Appendix H Master Agreement
Pre-Employment Polygraph Examination Services
January/2009

Page 1

WHEREAS, the Board of Supervisors has authorized the Chief, Office of Public
Safety, or her designee to execute and administer this Master Agreement; and

NOW THEREFORE, in consideration of the mutual covenants contained herein,
and for good and valuable consideration, the parties agree to the following:

1.0

APPLICABLE DOCUMENTS
Exhibits A, B, C, D, E, F, and G are attached to and form a part of this
Master Agreement. In the event of any conflict or inconsistency in the
definition or interpretation of any word, responsibility, schedule, or the
contents or description of any task, deliverable, goods, service, or other
work, or otherwise between the base Master Agreement and the Exhibits,
or between Exhibits, such conflict or inconsistency shall be resolved by
giving precedence first to the Master Agreement and then to the Exhibits
according to the following priority:
Standard Exhibits:
1.1

EXHIBIT A - County’s Administration

1.2

EXHIBIT B - Contractor’s Administration

1.3

EXHIBIT C - Contractor’s EEO Certification

1.4

EXHIBIT D - Jury Service Ordinance

1.5

EXHIBIT E - Safely Surrendered Baby Law

1.6

EXHIBIT F- Sample Work Order Formats

1.7

EXHIBIT G - Forms Required For Each Work Order Before Work
Begins

Unique Exhibits:
Intellectual Property Developed/Designed by Contractor Forms
1.8

EXHIBIT H - Forms Required at Completion of Each Work Order
Involving Intellectual Property that is Developed/Designed by
Contractor (Intentionally Omitted)

Los Angeles County Office of Public Safety Contract # ____________
Appendix H Master Agreement
Pre-Employment Polygraph Examination Services
January/2009

Page 2

Health Insurance Portability & Accountability Act (HIPAA) Agreement
1.9

EXHIBIT I -

Contractor’s Obligations As a “Business Associate”

Under the Health Insurance Portability Accountability Act of 1996
(HIPAA)
Work Orders Executed Under this Master Agreement
1.10

EXHIBIT J - Subsequent Executed Work Orders (Intentionally
Omitted)

SB 1262 – Nonprofit Integrity Act of 2004
1.11

EXHIBIT K - Charitable Contributions Certification (Intentionally
Omitted)

This Master Agreement and the Exhibits hereto constitute the complete and
exclusive statement of understanding between the parties, and supersedes
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 be valid unless prepared
pursuant to sub-paragraph 8.1 - Amendments and signed by both parties.

2.0

DEFINITIONS
The headings herein contained are for convenience and reference only and
are not intended to define the scope of any provision thereof. The following
words as used herein shall be construed to have the following meaning,
unless otherwise apparent from the context in which they are used.
2.1

Active Contractor:

Identifies a Qualified Contractor who is in

compliance with the terms and conditions and whose evidence of
insurance requirements have all been received by the OPS and are
valid and in effect at the time of a given Work Order award. As used
herein, the terms Active Contractor and Contractor may be used
interchangeably throughout this document.
2.2

Contractor Project Manager:

The individual designated by the

Contractor to administer the Master Agreement operations after the
Master Agreement award.
Los Angeles County Office of Public Safety Contract # ____________
Appendix H Master Agreement
Pre-Employment Polygraph Examination Services
January/2009

Page 3

2.3

County Project Director: Person designated by the Chief, Office of
Public Safety, with authority to approve all Work Order solicitations
and executions.

2.4

County Project Manager:

Person designated as chief contact

person with respect to the day-to-day administration of the Master
Agreement.
2.5

County’s Work Order Directors: Responsible for coordinating and
monitoring the Work Order.

2.6

Day(s): Calendar day(s) unless otherwise specified.

2.7

Fiscal Year: The twelve (12) month period beginning July 1st and
ending the following June 30th.

2.8

Master Agreement:

County’s standard agreement executed

between County and individual Contractors. It sets forth the terms
and conditions for the issuance and performance of, and otherwise
governs, subsequent Work Orders.
2.9

OPS: County of Los Angeles, Office of Public Safety.

2.10

Qualified Contractor: A Contractor who has submitted a Statement
of Qualifications (SOQ) in response to County’s Request For
Statement of Qualifications (RFSQ); has met the minimum
qualifications listed in the RFSQ, and has an executed Master
Agreement with the Office of Public Safety.

2.11

Request For Statement of Qualifications (RFSQ): A solicitation
based on establishing a pool of Qualified Vendors to provide
services through Master Agreements.

2.12

Statement of Qualifications (SOQ): A Contractor’s response to an
RFSQ.

2.13

Statement of Work: A written description of tasks and/or
deliverables desired by County for a specific Work Order.

2.14

Work Order: A subordinate agreement executed wholly within and
subject to the provisions of this Master Agreement, for the
performance of tasks and/or provision of deliverables as described in

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a specification or a Statement of Work. Each Work Order shall result
from bids, solicited by and tendered to County, by Qualified
Contractors.

Unless otherwise specified in the Work Order

Availability Notice, County shall select the lowest cost, qualified bid
responding to the requirements of the proposed Work Order. No
work shall be performed by Contractors except in accordance with
validly bid and executed Work Orders.

3.0

WORK
3.1

Pursuant to the provisions of this Master Agreement, the Contractor
shall fully perform, complete and deliver on time, all tasks,
deliverables, services and other work as set forth herein.

3.2

Work Orders shall conform to Exhibit F2, on a fixed price per
deliverable basis as determined by County. Each Work Order shall
include an attached Statement of Work, which shall describe in detail
the particular project and the work required for the performance
thereof.

Payment for all work shall be on a fixed priced per

deliverable basis, subject to the Total Maximum Amount specified on
each individual Work Order.
3.3

If Contractor provides any task, deliverable, service, or other work to
County that utilizes other than approved Contractor Personnel,
and/or that goes beyond the Work Order expiration date, and/or that
exceeds the Total Maximum Amount as specified in the Work Order
as originally written or modified in accordance with sub-paragraph
8.1 Amendments, these shall be gratuitous efforts on the part of
Contractor for which Contractor shall have no claim whatsoever
against County.

3.4

County procedures for issuing and executing Work Orders are as set
forth in this sub-paragraph 3.4. Upon determination by County to
issue a Work Order solicitation, County shall issue a Work Order
solicitation containing a Statement of Work to all Master Agreement
Qualified Contractors.

Each interested Qualified Contractor so

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contacted shall submit a bid to the County address and within the
timeframe specified in the solicitation.

Failure of Contractor to

provide a bid within the specified timeframe may disqualify
Contractor for that particular Work Order.
3.5

Upon completion of evaluations, County shall execute the Work
Order by and through OPS staff identified in this Master Agreement
with the lowest cost Qualified Contractor unless the Work Order
solicitation specifies bid evaluation criteria other than lowest cost. It
is understood by Contractor that County’s competitive bidding
procedure may have the effect that no Work Orders are awarded to
some Master Agreement Qualified Contractors. Work Orders are
usually issued for periods not extending past the end of County’s
current fiscal year (June 30th) with the exception of Work Orders for
as needed services on a time and material basis, which may be
issued to correspond with the term of the Master Agreement.
However, at such time the Work Order is only extended through the
end of the fiscal year, County may either rebid the Work Order tasks
or extend the Work Order if technical or cost circumstances require
it.

3.6

County estimates that selection of any Contractor shall occur within
five (5) business days of completion of the evaluations of the
particular Work Order bids.

Following selection, all Contractors

selected must be available to meet with County on the starting date
specified in the Work Order. Inability of Contractor to comply with
such commencement date may be cause for disqualification of
Contractor from the particular Work Order as determined in the sole
discretion of County’s Project Director.
3.7

In the event Contractor

defaults three times under sub-

paragraph 3.6 within a given County fiscal year, then County may
terminate this Master Agreement pursuant to Sub-paragraph 8.42,
Termination for Default.
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4.0

TERM OF MASTER AGREEMENT
4.1

This Master Agreement is effective upon the date of its execution
by the Chief, Office of Public Safety or her designee as authorized
by the Board of Supervisors. This Master Agreement shall expire
on __________________ unless sooner extended or terminated, in
whole or in part, as provided herein.

4.2

The County shall have the sole option to extend the Master
Agreement term for up to 2 additional one-year periods, for a
maximum total Master Agreement term of 5 years.

Each such

option and extension shall be exercised at the sole discretion of the
Chief, Office of Public Safety or her designee as authorized by the
Board of Supervisors.
4.3

Contractor shall notify OPS when this Master Agreement is within
six (6) months from the expiration of the term as provided for
hereinabove. Upon occurrence of this event, Contractor shall send
written notification to the OPS at the address herein provided in
Exhibit A.

5.0

CONTRACT SUM
5.1

Contractor shall not be entitled to any payment by County under this
Master Agreement except pursuant to validly executed and
satisfactorily performed Work Orders. In each year of this Master
Agreement, the total of all amounts actually expended by County
hereunder (“maximum annual expenditures”) may not exceed
amounts allocated to OPS by the County Board of Supervisors in
their approved budgets. The County has sole discretion to expend
some, all, or none of such budgeted amounts. The sum of such
annual expenditures for the duration of the Master Agreement is the
Contract Sum.

5.2

The Contractor shall not be entitled to payment or reimbursement
for any tasks or services performed, nor for any incidental or

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administrative expenses whatsoever incurred in or incidental to
performance hereunder, except as specified herein. Assumption or
takeover of any of the Contractor’s duties, responsibilities, or
obligations, or performance of same by any entity other than the
Contractor, whether through assignment, subcontract, delegation,
merger, buyout, or any other mechanism, with or without
consideration for any reason whatsoever, shall occur only with the
County’s express prior written approval.
5.3

No Payment for Services Provided Following Expiration/
Termination of Master Agreement
Contractor shall have no claim against County for payment of any
money or reimbursement, of any kind whatsoever, for any service
provided by Contractor after the expiration or other termination of
this Master Agreement.

Should Contractor receive any such

payment it shall immediately notify County and shall immediately
repay all such funds to County. Payment by County for services
rendered after expiration/termination of this Master Agreement shall
not constitute a waiver of County’s right to recover such payment
from Contractor. This provision shall survive the expiration or other
termination of this Master Agreement.
5.4

Invoices and Payments
5.4.1 For providing the tasks and other work authorized pursuant
to this Master Agreement, Contractor shall separately
invoice County for each Work Order by deliverable (see
Exhibit F2).
5.4.2 Payment for all work shall be on a fixed price per deliverable
basis, subject to the Total Maximum Amount specified in
each

Work

Order,

less

any

amounts

assessed,

accordance with sub-paragraph 8.25 Liquidated Damages.

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in

5.4.3 County shall not pay Contractor for any overtime premiums,
travel expenses, meals, lodging, holidays, vacation, sick
leave, per diem, or miscellaneous expenses, etc.
5.4.4 All work performed by, and all invoices submitted by,
Contractor pursuant to Work Orders issued hereunder must
receive the written approval of County’s Work Order
Director, who shall be responsible for a detailed evaluation
of Contractor’s performance before approval of work and/or
payment of invoices is permitted.
5.4.5 All invoices under this Master Agreement shall be submitted
Hard copy to the following address:
Los Angeles County Office of Public Safety
Attn: Personnel Officer
13001 Dahlia St
Downey CA 90242
5.4.6 Invoice Content
The period of performance specified in Contractor’s
invoice(s) must coincide with the period of performance
specified in the applicable Work Order.
Fixed Price Per Deliverable
Each invoice submitted by Contractor shall specify:
ƒ

County

Work Order Number and Contractor’s Master

Agreement Number;
ƒ

Period of performance of work being invoiced;

ƒ

Name(s) of persons who performed the work;

ƒ

A brief description of the deliverable(s) for which payment
is claimed, the respective number(s) assigned to the
deliverable(s), and the individual amount being billed for
each deliverable;

ƒ

Total amount of the invoice.

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The Contractor shall submit the monthly invoices to the
County by the 5th calendar day of the month following the
month of service.
5.4.7 Local Small Business Enterprises – Prompt Payment
Program (if applicable)
Certified Local SBEs will receive prompt payment for
services they provide to County departments.

Prompt

payment is defined as 15 calendar days after receipt of an
undisputed invoice.

6.0

ADMINISTRATION OF MASTER AGREEMENT - COUNTY
COUNTY ADMINISTRATION
A listing of all County Administration referenced in the following subparagraphs are designated in Exhibit A.

The County shall notify the

Contractor in writing of any change in the names or addresses shown.
6.1

County’s Project Director
The County’s Project Director, or designee, is the approving
authority for individual Work Order solicitations and executions.

6.2

County’s Work Order Director
A Work Order Director will be assigned for each Work Order by
County’s Project Director.
6.2.1 The responsibilities of the Work Order Director include:
ƒ

ensuring

that

the

technical

standards

and

task

requirements articulated in the individual Work Order are
satisfactorily complied with, and shall provide, on
request, such information, coordination, documentation,
and materials as may be reasonably required by
Contractor to perform Work Orders;
ƒ

coordinating and monitoring the work of Contractor
personnel assigned to the Work Order Director's specific
projects, and for ensuring that this Master Agreement's
objectives are met;

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ƒ

monitoring,

evaluating

and

reporting

Contractor

performance and progress on the Work Order;
ƒ

coordinating with Contractor’s Project Manager, on a
regular basis, regarding the performance of Contractor’s
personnel on each particular project;

ƒ

providing direction to Contractor in the areas relating to
County policy, information requirements, and procedural
requirements.

6.2.2 County’s Work Order Directors are not authorized to make
any changes in Work Order labor rates, dollar totals or
periods of performance, or in the terms and conditions of this
Master Agreement, except through formally prepared
Amendments, sub-paragraph 8.1.
6.3

County’s Project Manager
The County’s Project Manager is County’s chief contact person with
respect to the day-to-day administration of this Master Agreement.
The Project Manager shall prepare and issue Work Orders and any
Amendments thereto, and generally be the first person for
Contractor to contact with any questions.

7.0

ADMINISTRATION OF MASTER AGREEMENT CONTRACTOR
7.1

Contractor’s Project Manager
7.1.1 Contractor’s Project Manager is designated in Exhibit B.
The Contractor shall notify the County in writing of any
change in the name or address of the Contractor’s Project
Manager.
7.1.2 Contractor’s Project Manager shall be responsible for
Contractor’s day-to-day activities as related to this Master
Agreement and shall coordinate with County’s Work Order

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Directors on a regular basis with respect to all active Work
Orders.
7.2

Contractor’s Authorized Official(s)
7.2.1 Contractor’s Authorized Official(s) are designated in Exhibit
B. Contractor shall promptly notify County in writing of any
change in the name(s) or address(es) of Contractor’s
Authorized Official(s).
7.2.2 Contractor represents and warrants that all requirements of
Contractor have been fulfilled to provide actual authority to
such officials to execute documents under this Master
Agreement on behalf of Contractor.

7.3

Approval of Contractor’s Staff
County has the absolute right to approve or disapprove all of
Contractor’s staff performing work hereunder and any proposed
changes in Contractor’s staff, including, but not limited to,
Contractor’s Project Manager. Contractor shall provide County with
a resume of each proposed substitute and an opportunity to
interview such person prior to any staff substitution.

7.4

Contractor’s Staff Identification
Contractor may be requested to provide, at Contractor’s expense,
all staff providing services under this Master Agreement with
identification as agreed upon by Contractor and County.

7.5

Background and Security Investigations
7.5.1 At any time prior to or during the term of this Master
Agreement, the County may require that all Contractor’s staff
performing work under this Master Agreement undergo and
pass, to the satisfaction of County, a background investigation
as a condition of beginning and continuing to work under this
Agreement. County shall use its discretion in determining the
method of background clearance to be used, up to and
including a County performed fingerprint security clearance.

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The fees associated with obtaining the background information
shall be at the expense of the Contractor, regardless if the
Contractor’s staff passes or fails the background clearance
investigation.
7.5.2 If the Contractor’s staff does not pass the background
clearance investigation, the County may request that the
Contractor’s staff be immediately removed from working on
the County Master Agreement at any time during the term of
the Master Agreement. County will not provide to Contractor
or to Contractor’s staff any information obtained through the
County’s background clearance investigation.
7.5.3 County may immediately, at the sole discretion of the
County, deny or terminate facility access to Contractor’s staff
that do not pass such investigation(s) to the satisfaction of
the County whose background or conduct is incompatible
with County facility access.
7.5.4 Disqualification, if any, of Contractor’s staff, pursuant to this
sub-paragraph 7.5, shall not relieve Contractor of its
obligation to complete all work in accordance with the terms
and conditions of this Master Agreement.
7.6

Confidentiality
7.6.1. Contractor shall maintain the confidentiality of all records
and information in accordance with all applicable Federal,
State and local laws, rules, regulations, ordinances,
directives, guidelines, policies and procedures relating to
confidentiality, including, without limitation, County policies
concerning

information

technology

security

and

the

protection of confidential records and information.
7.6.2 Contractor shall indemnify, defend, and hold harmless
County, its officers, employees, and agents, from and
against any and all claims, demands, damages, liabilities,
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losses, costs and expenses, including, without limitation,
defense costs and legal, accounting and other expert,
consulting, or professional fees, arising from, connected
with, or related to any failure by Contractor, its officers,
employees, agents, or subcontractors, to comply with this
Paragraph 7.5, as determined by County in its sole
judgment. Any legal defense pursuant to Contractor’s
indemnification obligations under this Paragraph 7.5 shall be
conducted by Contractor and performed by counsel selected
by Contractor and approved by County. Notwithstanding the
preceding sentence, County shall have the right to
participate in any such defense at its sole cost and expense,
except that in the event Contractor fails to provide County
with a full and adequate defense, as determined by County
in its sole judgment, County shall be entitled to retain its own
counsel, including, without limitation, County Counsel, and
reimbursement from Contractor for all such costs and
expenses incurred by County in doing so. Contractor shall
not have the right to enter into any settlement, agree to any
injunction, or make any admission, in each case, on behalf
of County without County’s prior written approval.
7.6.3 Contractor shall inform all of its officers, employees, agents
and subcontractors providing services hereunder of the
confidentiality provisions of this Contract.
7.6.4 Contractor shall sign and adhere to the provisions of the
“Contractor

Acknowledgement

and

Confidentiality

Agreement”, Exhibit G1.

8.0

STANDARD TERMS AND CONDITIONS
8.1

AMENDMENTS
8.1.1 The County’s Board of Supervisors or Chief Executive Officer
or designee may require the addition and/or change of certain

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terms and conditions in the Master Agreement during the term
of this Master Agreement. The County reserves the right to
add and/or change such provisions as required by the
County’s Board of Supervisors or Chief Executive Officer. To
implement such orders, an Amendment to the Master
Agreement shall be prepared and executed by the Contractor
and by the Chief, Office of Public Safety, or designee.
8.1.2 The Chief, Office of Public Safety, or her designee may, at
his/her sole discretion, authorize extensions of time as
defined in Paragraph 4.0 - Term of Master Agreement. The
Contractor agrees that such extensions of time shall not
change any other term or condition of this Master Agreement
during the period of such extensions.

To implement an

extension of time, an Amendment to the Master Agreement
shall be prepared and executed by the Contractor and by the
Chief, Office of Public Safety.
8.2

ASSIGNMENT AND DELEGATION
8.2.1

The Contractor shall not assign its rights or delegate its
duties under this Master Agreement, or both, whether in
whole or in part, without the prior written consent of County,
in its discretion, and any attempted assignment or
delegation without such consent shall be null and void. For
purposes of this sub-paragraph, County consent shall
require a written amendment to the Master Agreement,
which is formally approved and executed by the parties.
Any payments by the County to any approved delegate or
assignee on any claim under this Master Agreement shall
be deductible, at County’s sole discretion, against the
claims, which the Contractor may have against the County.

8.2.2

Shareholders, partners, members, or other equity holders of
Contractor may transfer, sell, exchange, assign, or divest

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themselves of any interest they may have therein.
However, in the event any such sale, transfer, exchange,
assignment, or divestment is effected in such a way as to
give majority control of Contractor to any person(s),
corporation, partnership, or legal entity other than the
majority controlling interest therein at the time of execution
of the Master Agreement, such disposition is an assignment
requiring the prior written consent of County in accordance
with applicable provisions of this Master Agreement.
8.2.3

Any assumption, assignment, delegation, or takeover of any
of the Contractor’s duties, responsibilities, obligations, or
performance of same by any entity other than the
Contractor, whether through assignment, subcontract,
delegation, merger, buyout, or any other mechanism, with or
without consideration

for

any

reason

whatsoever

without County’s express prior written approval, shall be a
material breach of the Master Agreement which may result
in the termination of this Master Agreement. In the event of
such termination, County shall be entitled to pursue the
same remedies against Contractor as it could pursue in the
event of default by Contractor.
8.3

AUTHORIZATION WARRANTY
The Contractor represents and warrants that the person executing
this Master Agreement for the Contractor is an authorized agent who
has actual authority to bind the Contractor to each and every term,
condition, and obligation of this Master Agreement and that all
requirements of the Contractor have been fulfilled to provide such
actual authority.

8.4

COMPLAINTS
The Contractor shall develop, maintain and operate procedures for
receiving, investigating and responding to complaints.

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8.4.1

Within ten (10) business days after the Master Agreement
effective date, the Contractor shall provide the County with
the Contractor’s policy for receiving, investigating and
responding to user complaints.

8.4.2

The County will review the Contractor’s policy and provide
the Contractor with approval of said plan or with requested
changes.

8.4.3

If the County requests changes in the Contractor’s policy,
the Contractor shall make such changes and resubmit the
plan within five (5) business days for County approval.

8.4.4

If, at any time, the Contractor wishes to change the
Contractor’s policy, the Contractor shall submit proposed
changes to the County for approval before implementation.

8.4.5

The Contractor shall preliminarily investigate all complaints
and notify the County’s Project Manager of the status of the
investigation within five (5) business days of receiving the
complaint.

8.4.6

When complaints cannot be resolved informally, a system of
follow-through shall be instituted which adheres to formal
plans for specific actions and strict time deadlines.

8.4.7

Copies of all written responses shall be sent to the County’s
Project Manager within three (3) business days of mailing to
the complainant.

8.5

COMPLIANCE WITH APPLICABLE LAW
8.5.1

In the performance of this Contract, Contractor shall comply
with all applicable Federal, State and local laws, rules,
regulations, ordinances, directives, guidelines, policies and
procedures, and all provisions required thereby to be
included in this Contract are hereby incorporated herein by
reference.

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8.5.2

Contractor shall indemnify, defend, and hold harmless
County, its officers, employees, and agents, from and
against any and all claims, demands, damages, liabilities,
losses, costs, and expenses, including, without limitation,
defense costs and legal, accounting and other expert,
consulting or professional fees, arising from, connected
with, or related to any failure by Contractor, its officers,
employees, agents, or subcontractors, to comply with any
such laws, rules, regulations, ordinances, directives,
guidelines, policies, or procedures, as determined by
County in its sole judgment. Any legal defense pursuant to
Contractor’s

indemnification

obligations

under

this

Paragraph 8.6 shall be conducted by Contractor and
performed

by

counsel

approved by County.

selected

by

Contractor

and

Notwithstanding the preceding

sentence, County shall have the right to participate in any
such defense at its sole cost and expense, except that in
the event Contractor fails to provide County with a full and
adequate defense, as determined by County in its sole
judgment, County shall be entitled to retain its own
counsel, including, without limitation, County Counsel, and
reimbursement from Contractor for all such costs and
expenses incurred by County in doing so. Contractor shall
not have the right to enter into any settlement, agree to any
injunction or other equitable relief, or make any admission,
in each case, on behalf of County without County’s prior
written approval.
8.6

COMPLIANCE WITH CIVIL RIGHTS LAWS
The

Contractor

hereby

assures

that

it

will

comply

with

Subchapter VI of the Civil Rights Act of 1964, 42 USC Sections
2000 (e) (1) through 2000 (e) (17), to the end that no person shall,
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on the grounds of race, creed, color, sex, religion, ancestry, age,
condition of physical handicap, marital status, political affiliation, or
national origin, be excluded from participation in, be denied the
benefits of, or be otherwise subjected to discrimination under this
Master Agreement or under any project, program, or activity
supported by this Master Agreement. The Contractor shall comply
with Exhibit C - Contractor’s EEO Certification.
8.7

COMPLIANCE WITH COUNTY’S JURY SERVICE PROGRAM
8.7.1 Jury Service Program: This Master Agreement is subject
to the provisions of the County’s ordinance entitled
Contractor Employee Jury Service (“Jury Service Program”)
as codified in Sections 2.203.010 through 2.203.090 of the
Los Angeles County Code, a copy of which is attached as
Exhibit D and incorporated by reference into and made part
of this Master Agreement.
8.7.2 Written Employee Jury Service Policy
1. Unless Contractor has demonstrated to the County’s
satisfaction either that Contractor is not a “Contractor” as
defined under the Jury Service Program (Section
2.203.020 of the County Code) or that Contractor
qualifies for an exception to the Jury Service Program
(Section 2.203.070 of the County Code), Contractor shall
have and adhere to a written policy that provides that its
Employees shall receive from the Contractor, on an
annual basis, no less than five days of regular pay for
actual jury service.

The policy may provide that

Employees deposit any fees received for such jury
service with the Contractor or that the Contractor deduct
from the Employee’s regular pay the fees received for
jury service.

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2. For purposes of this sub-paragraph, “Contractor” means
a person, partnership, corporation or other entity which
has a contract with the County or a subcontract with a
County Contractor and has received or will receive an
aggregate sum of $50,000 or more in any 12-month
period

under

one

or

more

County

contracts

or

subcontracts. “Employee” means any California resident
who is a full time employee of Contractor.

“Full-time”

means 40 hours or more worked per week, or a lesser
number of hours if: 1) the lesser number is a recognized
industry standard as determined by the County, or 2)
Contractor has a long-standing practice that defines the
lesser number of hours as full-time. Full-time employees
providing short-term, temporary services of 90 days or
less within a 12-month period are not considered full-time
for purposes of the Jury Service Program. If Contractor
uses any subcontractor to perform services for the
County under the Master Agreement, the subcontractor
shall also be subject to the provisions of this subparagraph. The provisions of this sub-paragraph shall be
inserted into any such subcontract agreement and a copy
of the Jury Service Program shall be attached to the
agreement.
3. If Contractor is not required to comply with the Jury
Service

Program

commences,

when

Contractor

the
shall

Master
have

Agreement

a

continuing

obligation to review the applicability of its “exception
status” from the Jury Service Program, and Contractor
shall immediately notify County if Contractor at any time
either comes within the Jury Service Program’s definition
of “Contractor” or if Contractor no longer qualifies for an
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exception to the Jury Service Program. In either event,
Contractor shall immediately implement a written policy
consistent with the Jury Service Program. The County
may also require, at any time during the Master
Agreement and at its sole discretion, that Contractor
demonstrate to the County’s satisfaction that Contractor
either continues to remain outside of the Jury Service
Program’s

definition

of

“Contractor”

and/or

that

Contractor continues to qualify for an exception to the
Program.
4. Contractor’s violation of this sub-paragraph of the Master
Agreement may constitute a material breach of the
Master Agreement. In the event of such material breach,
County may, in its sole discretion, terminate the Master
Agreement and/or bar Contractor from the award of
future County contracts for a period of time consistent
with the seriousness of the breach.
8.8

CONFLICT OF INTEREST
8.8.1 No County employee whose position with the County enables
such employee to influence the award of this Master
Agreement or any competing Master Agreement, and no
spouse or economic dependent of such employee, shall be
employed in any capacity by the Contractor or have any other
direct or indirect financial interest in this Master Agreement.
No officer or employee of the Contractor who may financially
benefit from the performance of work hereunder shall in any
way participate in the County’s approval, or ongoing
evaluation, of such work, or in any way attempt to unlawfully
influence the County’s approval or ongoing evaluation of
such work.

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8.8.2 The Contractor shall comply with all conflict of interest laws,
ordinances, and regulations now in effect or hereafter to be
enacted during the term of this Master Agreement.

The

Contractor warrants that it is not now aware of any facts that
create a conflict of interest.

If the Contractor hereafter

becomes aware of any facts that might reasonably be
expected to create a conflict of interest, it shall immediately
make full written disclosure of such facts to the County. Full
written disclosure shall include, but is not limited to,
identification of all persons implicated and a complete
description of all relevant circumstances. Failure to comply
with the provisions of this sub-paragraph 8.8 shall be a
material breach of this Master Agreement.
8.9

CONSIDERATION OF HIRING COUNTY EMPLOYEES
TARGETED FOR LAYOFF/OR RE-EMPLOYMENT LIST
Should the Contractor require additional or replacement personnel
after the effective date of this Master Agreement to perform the
services set forth herein, the Contractor shall give first consideration
for such employment openings to qualified, permanent County
employees who are targeted for layoff or qualified, former County
employees who are on a re-employment list during the life of this
Master Agreement.

8.10

CONSIDERATION

OF

HIRING

GAIN/GROW

PROGRAM

PARTICIPANTS
8.10.1

Should the Contractor require additional or replacement
personnel after the effective date of this Master Agreement,
the Contractor shall give consideration for any such
employment openings to participants in the County‘s
Department of Public Social Services Greater Avenues for
Independence

(GAIN)

Program

or

General

Relief

Opportunity for Work (GROW) Program who meet the
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Contractor’s minimum qualifications for the open position.
For this purpose, consideration shall mean that the
Contractor will interview qualified candidates. The County
will refer GAIN/GROW participants by job category to the
Contractor.
8.10.2

In the event that both laid-off County employees and
GAIN/GROW participants are available for hiring, County
employees shall be given first priority.

8.11

CONTRACTOR RESPONSIBILITY AND DEBARMENT
8.11.1 Responsible Contractor
A responsible Contractor is a Contractor who has
demonstrated the attribute of trustworthiness, as well as
quality, fitness, capacity and experience to satisfactorily
perform the Master Agreement. It is the County’s policy to
conduct business only with responsible Contractors.
8.11.2 Chapter 2.202 of the County Code
The Contractor is hereby notified that, in accordance with
Chapter 2.202 of the County Code, if the County acquires
information concerning the performance of the Contractor
on this or other contracts which indicates that the
Contractor is not responsible, the County may, in addition
to other remedies provided in this Master Agreement,
debar the Contractor from bidding or proposing on, or
being awarded, and/or performing work on County
contracts for a specified period of time, which generally will
not exceed five years but may exceed five years or be
permanent if warranted by the circumstances, and
terminate any or all existing Contracts the Contractor may
have with the County.

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

If there is evidence that the Contractor may be subject
to debarment, OPS will notify the Contractor in writing
of the evidence which is the basis for the proposed
debarment and will advise the Contractor of the
scheduled date for a debarment hearing before the
Contractor Hearing Board.

2.

The Contractor Hearing Board will conduct a hearing
where evidence on the proposed debarment is
presented.

The Contractor and/or the Contractor’s

representative shall be given an opportunity to submit
evidence at that hearing.

After the hearing, the

Contractor Hearing Board shall prepare a tentative
proposed

decision,

which

shall

contain

a

recommendation regarding whether the Contractor
should be debarred, and, if so, the appropriate length
of time of the debarment. The Contractor and OPS
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shall be provided an opportunity to object to the
tentative proposed decision prior to its presentation to
the Board of Supervisors.
3.

After consideration of any objections, or if no
objections are submitted, a record of the hearing, the
proposed decision, and any other recommendation of
the Contractor Hearing Board shall be presented to
the Board of Supervisors. The Board of Supervisors
shall have the right to modify, deny, or adopt the
proposed decision and recommendation of the
Contractor Hearing Board.

4.

If a Contractor has been debarred for a period longer
than five (5) years, that Contractor may after the
debarment has been in effect for at least five (5)
years, submit a written request for review of the
debarment determination to reduce the period of
debarment or terminate the debarment. The County
may, in its discretion, reduce the period of debarment
or terminate the debarment if it finds that the
Contractor has adequately demonstrated one or more
of the following:

(1) elimination of the grounds for

which the debarment was imposed; (2) a bona fide
change in ownership or management; (3) material
evidence discovered after debarment was imposed;
or (4) any other reason that is in the best interests of
the County.
5.

The Contractor Hearing Board will consider a request
for review of a debarment determination only where
(1) the Contractor has been debarred for a period
longer than five (5) years; (2) the debarment has been
in effect for at least five (5) years; and (3) the request

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is in writing, states one or more of the grounds for
reduction of the debarment period or termination of
the

debarment,

documentation.

and

includes

supporting

Upon receiving an appropriate

request, the Contractor Hearing Board will provide
notice of the hearing on the request. At the hearing,
the Contractor Hearing Board shall conduct a hearing
where evidence on the proposed reduction of
debarment period or termination of debarment is
presented. This hearing shall be conducted and the
request for review decided by the Contractor Hearing
Board pursuant to the same procedures as for a
debarment hearing.
6.

The Contractor Hearing Board’s proposed decision
shall contain a recommendation on the request to
reduce the period of debarment or terminate the
debarment.

The Contractor Hearing Board shall

present its proposed decision and recommendation to
the Board of Supervisors. The Board of Supervisors
shall have the right to modify, deny, or adopt the
proposed decision and recommendation of the
Contractor Hearing Board.
8.11.5 Subcontractors of Contractor
These terms shall also apply to Subcontractors of County
Contractors.
8.12

CONTRACTOR’S ACKNOWLEDGEMENT OF COUNTY’S
COMMITMENT TO THE SAFELY SURRENDERED BABY LAW
The Contractor acknowledges that the County places a high priority
on the implementation of the Safely Surrendered Baby Law. The
Contractor understands that it is the County’s policy to encourage all
County Contractors to voluntarily post the County’s “Safely

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Surrendered Baby Law” poster in a prominent position at the
Contractor’s place of business. The Contractor will also encourage
its Subcontractors, if any, to post this poster in a prominent position
in the Subcontractor’s place of business. The County’s Department
of Children and Family Services will supply the Contractor with the
poster to be used. Information on how to receive the poster can be
found on the Internet at www.babysafela.org.
8.13

CONTRACTOR’S WARRANTY OF ADHERENCE TO COUNTY’S
CHILD SUPPORT COMPLIANCE PROGRAM:
8.13.1

The Contractor

acknowledges that the County has

established a goal of ensuring that all individuals who
benefit financially from the County through Purchase Order
or Master Agreement are in compliance with their courtordered child, family and spousal support obligations in
order to mitigate the economic burden otherwise imposed
upon the County and its taxpayers.
8.13.2

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

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8.14

COUNTY’S QUALITY ASSURANCE PLAN
The County or its agent will evaluate the Contractor’s performance
under this Master Agreement on not less than an annual basis. Such
evaluation will include assessing the Contractor’s compliance with all
Master Agreement terms and conditions and performance standards.
Contractor deficiencies, which the County determines are severe or
continuing and that may place performance of the Master Agreement
in jeopardy if not corrected, will be reported to the Board of
Supervisors. The report will include improvement/corrective action
measures taken by the County and the Contractor. If improvement
does not occur, consistent with the corrective action measures, the
County may terminate this Master Agreement or impose other
penalties as specified in this Master Agreement.

8.15

DAMAGE TO COUNTY PROPERTY
8.15.1

Contractor shall repair, or cause to be repaired, at its own
cost, any and all damage to County property caused by
Contractor or employees or agents of Contractor.

Such

repairs shall be made immediately after Contractor has
become aware of such damage, but in no event later than
thirty (30) days after the occurrence.
8.15.2

If Contractor fails to make timely repairs, County may make
any necessary repairs. All costs incurred by County, as
determined by County, for such repairs shall be repaid by
Contractor by cash payment upon demand.

8.16

EMPLOYMENT ELIGIBILITY VERIFICATION
8.16.1 The Contractor warrants that it fully complies with all
Federal and State statutes and regulations regarding the
employment of aliens and others and that all its employees
performing work under this Master Agreement meet the
citizenship or alien status requirements set forth in Federal
and State statutes and regulations. The Contractor shall

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obtain, from all employees performing work hereunder, all
verification and other documentation of employment
eligibility status required by Federal and State statutes and
regulations including, but not limited to, the Immigration
Reform and Control Act of 1986, (P.L. 99-603), or as they
currently exist and as they may be hereafter amended. The
Contractor shall retain all such documentation for all
covered employees for the period prescribed by law.
8.16.2 The Contractor shall indemnify, defend, and hold harmless,
the County, its agents, officers, and employees from
employer sanctions and any other liability which may be
assessed against the Contractor or the County or both in
connection with any alleged violation of any Federal or
State statutes or regulations pertaining to the eligibility for
employment of any persons performing work under this
Master Agreement.
8.17

FACSIMILE REPRESENTATIONS
The County and the Contractor hereby agree to regard facsimile
representations of original signatures of authorized officers of each
party, when appearing in appropriate places on the Amendments
prepared pursuant to sub-paragraph 8.1, and received via
communications facilities, as legally sufficient evidence that such
original signatures have been affixed to Amendments to this Master
Agreement, such that the parties need not follow up facsimile
transmissions of such documents with subsequent (non-facsimile)
transmission of “original” versions of such documents.

8.18

FAIR LABOR STANDARDS
The Contractor shall comply with all applicable provisions of the
Federal Fair Labor Standards Act and shall indemnify, defend, and
hold harmless the County and its agents, officers, and employees
from any and all liability, including, but not limited to, wages,

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overtime pay, liquidated damages, penalties, court costs, and
attorneys' fees arising under any wage and hour law, including, but
not

limited

to, the Federal Fair Labor Standards Act, for work

performed by the Contractor’s employees for which the County may
be found jointly or solely liable.
8.19

FORCE MAJEURE
8.19.1 Neither party shall be liable for such party's failure to
perform its obligations under and in accordance with this
Master Agreement, if such failure arises out of fires, floods,
epidemics,

quarantine

restrictions,

other

natural

occurrences, strikes, lockouts (other than a lockout by such
party or any of such party's subcontractors), freight
embargoes, or other similar events to those described
above, but in every such case the failure to perform must
be totally beyond the control and without any fault or
negligence of such party (such events are referred to in
this sub-paragraph as "force majeure events").
8.19.2 Notwithstanding the foregoing, a default by a subcontractor
of Contractor shall not constitute a force majeure event,
unless such default arises out of causes beyond the control
of both Contractor and such subcontractor, and without any
fault or negligence of either of them.

In such case,

Contractor shall not be liable for failure to perform, unless
the goods or services to be furnished by the subcontractor
were obtainable from other sources in sufficient time to
permit Contractor to meet the required performance
schedule.

As used in this sub-paragraph, the term

“subcontractor” and “subcontractors” mean subcontractors
at any tier.
8.19.3

In the event Contractor's failure to perform arises out of a
force majeure event, Contractor agrees to use commercially

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reasonable best efforts to obtain goods or services from
other sources, if applicable, and to otherwise mitigate the
damages and reduce the delay caused by such force
majeure event.
8.20

GOVERNING LAW, JURISDICTION, AND VENUE
This Master Agreement shall be governed by, and construed in
accordance with, the laws of the State of California. The Contractor
agrees and consents to the exclusive jurisdiction of the courts of the
State of California for all purposes regarding this Master Agreement
and further agrees and consents that venue of any action brought
hereunder shall be exclusively in the County of Los Angeles.

8.21

INDEPENDENT CONTRACTOR STATUS
8.21.1

This Master Agreement is by and between the County and
the Contractor and is not intended, and shall not be
construed, to create the relationship of agent, servant,
employee, partnership, joint venture, or association, as
between the County and the Contractor. The employees
and agents of one party shall not be, or be construed to be,
the employees or agents of the other party for any purpose
whatsoever.

8.21.2

The Contractor shall be solely liable and responsible for
providing to, or on behalf of, all persons performing work
pursuant to this Master Agreement all compensation and
benefits. The County shall have no liability or responsibility
for the payment of any salaries, wages, unemployment
benefits, disability benefits, Federal, State, or local taxes, or
other compensation, benefits, or taxes for any personnel
provided by or on behalf of the Contractor.

8.21.3

The Contractor understands and agrees that all persons
performing work pursuant to this Master Agreement are, for

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purposes

of

Workers'

Compensation

liability,

solely

employees of the Contractor and not employees of the
County.
responsible

The Contractor shall be solely liable and
for

furnishing

any

and

all

Workers'

Compensation benefits to any person as a result of any
injuries arising from or connected with any work performed
by or on behalf of the Contractor pursuant to this Master
Agreement.
8.21.4

The Contractor shall adhere to the provisions stated in subparagraph 7.6 – Confidentiality.

8.22

INDEMNIFICATION
The Contractor shall indemnify, defend and hold harmless the
County, its Special Districts, elected and appointed officers,
employees, and agents from and against any and all liability,
including but not limited to demands, claims, actions, fees, costs,
and expenses (including attorney and expert witness fees), arising
from or connected with the Contractor’s acts and/or omissions
arising from and/or relating to this Master Agreement.

8.23

GENERAL INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the County and
during the term of this Master Agreement, the Contractor shall
provide and maintain, and shall require all of its subcontractors to
maintain, the following programs of insurance specified in this
Master Agreement. Such insurance shall be primary to and not
contributing with any other insurance or self-insurance programs
maintained by the County. Such coverage shall be provided and
maintained at the Contractor’s own expense.
8.23.1 Evidence of Insurance: Certificate(s) or other evidence
of coverage satisfactory to the County shall be delivered to:
Los Angeles County Office of Public Safety
Attention: Contract Analyst

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13001 Dahlia Street
Downey, CA 90242
prior to commencing services

under

this

Master

Agreement. Such certificates or other evidence shall:
ƒ

Specifically identify this Master Agreement;

ƒ

Clearly evidence all coverages required in this Master
Agreement;

ƒ

Contain the express condition that the County is to be
given written notice by mail at least thirty (30) days in
advance of cancellation for all policies evidenced on the
certificate of insurance;

ƒ

Include copies of the additional insured endorsement to
the commercial general liability policy, adding the
County of Los Angeles, its Special Districts, its officials,
officers and employees as insureds for all activities
arising from this Master Agreement; and

ƒ

Identify any deductibles or self-insured retentions for
the County’s approval. The County retains the right to
require the Contractor to reduce or eliminate such
deductibles or self-insured retentions as they apply to
the County, or, require the Contractor to provide a bond
guaranteeing payment of all such retained losses and
related costs, including, but not limited to, expenses or
fees,

or

both,

related

to

investigations,

claims

administrations, and legal defense. Such bond shall be
executed by a corporate surety licensed to transact
business in the State of California.
8.23.2 Insurer Financial Ratings: Insurance is to be provided by
an insurance company acceptable to the County with an
A.M. Best rating of not less than A:VII unless otherwise
approved by the County.
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8.23.3 Failure to Maintain Coverage: Failure by the Contractor
to maintain the required insurance, or to provide evidence
of insurance coverage acceptable to the County, shall
constitute a material breach of the Master Agreement upon
which the County may immediately terminate or suspend
this Master Agreement.

The County, at its sole option,

may obtain damages from the Contractor resulting from
said breach. Alternatively, the County may purchase such
required insurance coverage, and without further notice to
the Contractor, the County may deduct from sums due to
the Contractor any premium costs advanced by the County
for such insurance.
8.23.4 Notification of Incidents, Claims or Suits: Contractor
shall report to the County:
ƒ

Any accident or incident relating to services performed
under this Master Agreement which involves injury or
property damage which may result in the filing of a
claim or lawsuit against the Contractor and/or the
County. Such report shall be made in writing within 24
hours of occurrence.

ƒ

Any third party claim or lawsuit filed against the
Contractor arising from or related to services performed
by the Contractor under this Master Agreement.

ƒ

Any injury to a Contractor employee that occurs on
County property. This report shall be submitted on a
County “Non-employee Injury Report” to the County
Project Manager.

ƒ

Any loss, disappearance, destruction, misuse, or theft
of any kind whatsoever of County property, monies or
securities entrusted to the Contractor under the terms
of this Master Agreement.

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8.23.5 Compensation for County Costs: In the event that the
Contractor fails to comply with any of the indemnification or
insurance requirements of this Master Agreement, and
such failure to comply results in any costs to the County,
the Contractor shall pay full compensation for all costs
incurred by the County.
8.23.6 Insurance Coverage Requirements for Subcontractors:
The Contractor shall ensure any and all subcontractors
performing services under this Master Agreement meet the
insurance requirements of this Master Agreement by
either:
ƒ

The

Contractor

providing

evidence

of

insurance

covering the activities of subcontractors, or
ƒ

The Contractor providing evidence submitted by
subcontractors evidencing that subcontractors maintain
the required insurance coverage. The County retains
the right to obtain copies of evidence of subcontractor
insurance coverage at any time.

8.24

INSURANCE COVERAGE REQUIREMENTS
8.24.1 General Liability insurance written on ISO policy form CG
00 01 or its equivalent with limits of not less than the
following:
General Aggregate:

$2 million

Products/Completed Operations Aggregate: $1 million
Personal and Advertising Injury:

$1 million

Each Occurrence:

$1 million

8.24.2 Automobile Liability written on ISO policy form CA 00 01
or its equivalent with a limit of liability of not less than $1
million for each accident.

Such insurance shall include

coverage for all “owned”, “hired” and “non-owned” vehicles,
or coverage for “any auto”.
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8.24.3 Workers’

Compensation

and

Employers’

Liability

insurance providing workers’ compensation benefits, as
required by the Labor Code of the State of California or by
any other state, and for which the Contractor is
responsible. If the Contractor’s employees will be engaged
in maritime employment, coverage shall provide workers’
compensation benefits as required by the U.S. Longshore
and Harbor Workers' Compensation Act, Jones Act or any
other federal law for which the Contractor is responsible.
In all cases, the above insurance also shall include
Employers’ Liability coverage with limits of not less than
the following:
Each Accident:

$1 million

Disease - policy limit:

$1 million

Disease - each employee:

$1 million

8.24.4 Professional Liability: Insurance covering liability arising
from any error, omission, negligent or wrongful act of the
Contractor, its officers or employees with limits of not less
than $1 million per occurrence and $1 million aggregate.
The coverage also shall provide an extended two year
reporting period commencing upon termination or
cancellation of this Agreement.
8.25

LIQUIDATED DAMAGES
8.25.1 If, in the judgment of the Chief, Office of Public Safety, or
her designee, the Contractor is deemed to be noncompliant with the terms and obligations assumed hereby,
the Chief, Office of Public Safety, or her designee, at her
option, in addition to, or in lieu of, other remedies provided
herein, may withhold the entire monthly payment or deduct
pro rata from the Contractor’s invoice for work not
performed. A description of the work not performed and

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the amount to be withheld or deducted from payments to
the Contractor from the County, will be forwarded to the
Contractor by the Chief, Office of Public Safety, or her
designee, in a written notice describing the reasons for
said action.
8.25.2 If the Chief, Office of Public Safety, or her designee,
determines that there are deficiencies in the performance
of this Master Agreement that the Chief, Office of Public
Safety, or her designee, deems are correctable by the
Contractor over a certain time span, the Chief, Office of
Public Safety, or her designee, will provide a written notice
to the Contractor to correct the deficiency within specified
time frames.

Should the Contractor fail to correct

deficiencies within said time frame, the Chief, Office of
Public Safety, or her designee, may:
(a) Deduct from the Contractor’s payment, pro rata, those
applicable portions of the Monthly Contract Sum; and/or
(b) Deduct liquidated damages. The parties agree that it
will be impracticable or extremely difficult to fix the extent
of actual damages resulting from the failure of the
Contractor to correct a deficiency within the specified time
frame. The parties hereby agree that under the current
circumstances a reasonable estimate of such damages is
One Hundred Dollars ($100) per day per infraction, or as
may be specified in any Performance Requirements
Summary (PRS) Charts in future Work Orders, and that the
Contractor shall be liable to the County for liquidated
damages in said amount. Said amount shall be deducted
from the County’s payment to the Contractor; and/or
(c) Upon giving five (5) days notice to the Contractor for
failure to correct the deficiencies, the County may correct
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any and all deficiencies and the total costs incurred by the
County for completion of the work by an alternate source,
whether it be County forces or separate private contractor,
will be deducted and forfeited from the payment to the
Contractor from the County, as determined by the County.
8.25.3 The action noted in sub-paragraph 8.25.2 shall not be
construed as a penalty, but as adjustment of payment to
the Contractor to recover the County cost due to the failure
of the Contractor to complete or comply with the provisions
of this Master Agreement.
8.25.4 This sub-paragraph shall not, in any manner, restrict or
limit the County’s right to damages for any breach of this
Master Agreement provided by law or as specified in the
PRS or sub-paragraph 8.25.2, and shall not, in any
manner, restrict or limit the County’s right to terminate this
Master Agreement as agreed to herein.
8.26

MOST FAVORED PUBLIC ENTITY
If the Contractor’s prices decline, or should the Contractor at any
time during the term of this Master Agreement provide the same
goods or services under similar quantity and delivery conditions to
the State of California or any county, municipality, or district of the
State at prices below those set forth in this Master Agreement, then
such lower prices shall be immediately extended to the County.

8.27

NONDISCRIMINATION AND AFFIRMATIVE ACTION
8.27.1

The Contractor certifies and agrees that all persons
employed by it, its affiliates, subsidiaries, or holding
companies are and shall be treated equally without regard
to or because of race, color, religion, ancestry, national
origin, sex, age, physical or mental disability, marital status,
or political affiliation, in compliance with all applicable
Federal and State anti-discrimination laws and regulations.

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8.27.2

The Contractor shall certify to, and comply with, the
provisions of Exhibit C - Contractor’s EEO Certification.

8.27.3

The Contractor shall take affirmative action to ensure that
applicants are employed, and that employees are treated
during employment, without regard to race, color, religion,
ancestry, national origin, sex, age, physical or mental
disability, marital status, or political affiliation, in compliance
with all applicable Federal and State anti-discrimination laws
and regulations. Such action shall include, but is not limited
to: employment, upgrading, demotion, transfer, recruitment
or recruitment advertising, layoff or termination, rates of pay
or other forms of compensation, and selection for training,
including apprenticeship.

8.27.4

The Contractor certifies and agrees that it will deal with its
subcontractors, bidders, or vendors without regard to or
because of race, color, religion, ancestry, national origin,
sex, age, physical or mental disability, marital status, or
political affiliation.

8.27.5

The Contractor certifies and agrees that it, its affiliates,
subsidiaries, or holding companies shall comply with all
applicable Federal and State laws and regulations to the
end that no person shall, on the grounds of race, color,
religion, ancestry, national origin, sex, age, physical or
mental disability, marital status, or political affiliation, be
excluded from participation in, be denied the benefits of, or
be otherwise subjected to discrimination under this Master
Agreement or under any project, program, or activity
supported by this Master Agreement.

8.27.6 The Contractor shall allow County representatives access to
the

Contractor’s

employment

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records

during

regular

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business hours to verify compliance with the provisions of
this sub-paragraph 8.27 when so requested by the County.
8.27.7

If the County finds that any provisions of this subparagraph 8.27 have been violated, such violation shall
constitute a material breach of this Master Agreement
upon which the County may terminate or suspend this
Master Agreement. While the County reserves the right to
determine

independently

that

the

anti-discrimination

provisions of this Master Agreement have been violated, in
addition,

a

determination

by

the

California

Fair

Employment Practices Commission or the Federal Equal
Employment Opportunity Commission that the Contractor
has violated Federal or State anti-discrimination laws or
regulations shall constitute a finding by the County that the
Contractor has violated the anti-discrimination provisions of
this Master Agreement.
8.27.8 The parties agree that in the event the Contractor violates
any of the anti-discrimination provisions of this Master
Agreement, the County shall, at its sole option, be entitled to
the sum of Five Hundred Dollars ($500) for each such
violation pursuant to California Civil Code Section 1671 as
liquidated damages in lieu of terminating or suspending this
Master Agreement.
8.28

NON EXCLUSIVITY
Nothing herein is intended nor shall be construed as creating any
exclusive arrangement with Contractor.

This Master Agreement

shall not restrict OPS from acquiring similar, equal or like goods
and/or services from other entities or sources.
8.29

NOTICE OF DELAYS
Except as otherwise provided under this Master Agreement, when
either party has knowledge that any actual or potential situation is

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delaying or threatens to delay the timely performance of this Master
Agreement, that party shall, within one (1) business day, give notice
thereof, including all relevant information with respect thereto, to the
other party.
8.30

NOTICE OF DISPUTES
The Contractor shall bring to the attention of the County Project
Manager and/or County Project Director any dispute between the
County and the Contractor regarding the performance of services as
stated in this Master Agreement. If the County Project Manager or
County Project Director is not able to resolve the dispute, the Chief,
Office of Public Safety, or her designee shall resolve it.

8.31

NOTICE

TO

EMPLOYEES

REGARDING

THE

FEDERAL

EARNED INCOME CREDIT
The Contractor shall notify its employees, and shall require each
subcontractor to notify its employees, that they may be eligible for
the Federal Earned Income Credit under the federal income tax
laws.

Such notice shall be provided in accordance with the

requirements set forth in Internal Revenue Service Notice No.
1015.
8.32

NOTICE

TO

EMPLOYEES

REGARDING

THE

SAFELY

SURRENDERED BABY LAW
The Contractor shall notify and provide to its employees, and shall
require each subcontractor to notify and provide to its employees, a
fact sheet regarding the Safely Surrendered Baby Law, its
implementation in Los Angeles County, and where and how to
safely surrender a baby. The fact sheet is set forth in Exhibit E of
this Master Agreement and is also available on the Internet at
www.babysafela.org for printing purposes.
8.33

NOTICES
All notices or demands required or permitted to be given or made
under this Master Agreement shall be in writing and shall be hand

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delivered with signed receipt or mailed by first-class registered or
certified mail, postage prepaid, addressed to the parties as identified
in Exhibits A, County’s Administration and B, Contractor’s
Administration. Addresses may be changed by either party giving
ten (10) days' prior written notice thereof to the other party. The
Chief, Office of Public Safety, or her designee shall have the
authority to issue all notices or demands required or permitted by the
County under this Master Agreement.
8.34

PROHIBITION AGAINST INDUCEMENT OR PERSUASION
Notwithstanding the above, the Contractor and the County agree
that, during the term of this Master Agreement and for a period of
one year thereafter, neither party shall in any way intentionally
induce or persuade any employee of one party to become an
employee or agent of the other party. No bar exists against any
hiring action initiated through a public announcement.

8.35

PUBLIC RECORDS ACT
8.35.1

Any documents submitted by Contractor; all information
obtained in connection with the County’s right to audit and
inspect Contractor’s documents, books, and accounting
records pursuant to sub-paragraph 8.37 - Record Retention
and Inspection/Audit Settlement of this Master Agreement;
as well as those documents which were required to be
submitted in response to the Request for Statement of
Qualifications (RFSQ) used in the solicitation process for
this Master Agreement, become the exclusive property of
the County. All such documents become a matter of public
record and shall be regarded as public records. Exceptions
will be those elements in the California Government Code
Section 6250 et seq. (Public Records Act) and which are
marked “trade secret”, “confidential”, or “proprietary”. The
County shall not in any way be liable or responsible for the

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disclosure of any such records including, without limitation,
those so marked, if disclosure is required by law, or by an
order issued by a court of competent jurisdiction.
8.35.2

In the event the County is required to defend an action on a
Public Records Act request for any of the aforementioned
documents, information, books, records, and/or contents of
an

SOQ

marked

“trade

secret”,

“confidential”,

or

“proprietary”, the Contractor agrees to defend and indemnify
the County from all costs and expenses, including
reasonable attorney’s fees, in action or liability arising under
the Public Records Act.
8.36

PUBLICITY
8.36.1

The Contractor shall not disclose any details in connection
with this Master Agreement to any person or entity except
as may be otherwise provided hereunder or required by law.
However, in recognizing the Contractor’s need to identify
its services and related clients to sustain itself, the
County shall not inhibit the Contractor from publishing
its role under this Master Agreement within the following
conditions:
ƒ

The Contractor shall develop all publicity material in a
professional manner; and

ƒ

During the term of this Master Agreement, the
Contractor shall not, and shall not authorize another to,
publish or disseminate any commercial advertisements,
press releases, feature articles, or other materials using
the name of the County without the prior written
consent of the County’s Project Director. The County
shall not unreasonably withhold written consent.

8.36.2

The Contractor may, without the prior written consent of
County, indicate in its proposals and sales materials that it

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has been awarded this Master Agreement with the County
of Los Angeles, provided that the requirements of this subparagraph 8.36 shall apply.
8.37

RECORD RETENTION AND INSPECTION/AUDIT SETTLEMENT
The Contractor shall maintain accurate and complete financial
records of its activities and operations relating to this Master
Agreement in accordance with generally accepted accounting
principles. The Contractor shall also maintain accurate and complete
employment and other records relating to its performance of this
Master Agreement. The Contractor agrees that the County, or its
authorized representatives, shall have access to and the right to
examine,

audit,

excerpt,

copy,

or

transcribe

any

pertinent

transaction, activity, or record relating to this Master Agreement. All
such material, including, but not limited to, all financial records, bank
statements, cancelled checks or other proof of payment, timecards,
sign-in/sign-out sheets and other time and employment records, and
proprietary data and information, shall be kept and maintained by the
Contractor and shall be made available to the County during the
term of this Master Agreement and for a period of five (5) years
thereafter unless the County’s written permission is given to dispose
of any such material prior to such time. All such material shall be
maintained by the Contractor at a location in Los Angeles County,
provided that if any such material is located outside Los Angeles
County, then, at the County’s option, the Contractor shall pay the
County for travel, per diem, and other costs incurred by the County
to examine, audit, excerpt, copy, or transcribe such material at such
other location.
8.37.1

In the event that an audit of the Contractor is conducted
specifically regarding this Master Agreement by any Federal
or State auditor, or by any auditor or accountant employed
by the Contractor or otherwise, then the Contractor shall file

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a

copy

of

such

audit

report

with

the

County’s

Auditor-Controller within thirty (30) days of the Contractor’s
receipt thereof, unless otherwise provided by applicable
Federal or State law or under this Master Agreement. The
County shall make a reasonable effort to maintain the
confidentiality of such audit report(s).
8.37.2

Failure on the part of the Contractor to comply with any of
the provisions of this sub-paragraph shall constitute a
material breach of this Master Agreement upon which the
County may terminate or suspend this Master Agreement.

8.37.3

If, at any time during the term of this Master Agreement or
within five (5) years after the expiration or termination of this
Master Agreement, representatives of the County may
conduct an audit of the Contractor regarding the work
performed under this Master Agreement, and if such audit
finds that the County’s dollar liability for any such work is
less than payments made by the County to the Contractor,
then the difference shall be either: a) repaid by the
Contractor to the County by cash payment upon demand or
b) at the sole option of the County’s Auditor-Controller,
deducted from any amounts due to the Contractor from the
County, whether under this Master Agreement or otherwise.
If such audit finds that the County’s dollar liability for such
work is more than the payments made by the County to the
Contractor, then the difference shall be paid to the
Contractor by the County by cash payment, provided that in
no event shall the County’s maximum obligation for this
Master Agreement exceed the funds appropriated by the
County for the purpose of this Master Agreement.

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8.38

RECYCLED BOND PAPER
Consistent with the Board of Supervisors’ policy to reduce the
amount of solid waste deposited at the County landfills, the
Contractor agrees to use recycled-content paper to the maximum
extent possible on this Master Agreement.

8.39

SUBCONTRACTING
8.39.1 The requirements of this Master Agreement may not
be subcontracted by the Contractor without the advance
approval of the County. Any attempt by the Contractor to
subcontract without the prior consent of the County may be
deemed a material breach of this Master Agreement.
8.39.2

If the Contractor desires to subcontract, the Contractor shall
provide the following information promptly at the County’s
request:
ƒ

A description of the work to be performed by the
subcontractor;

ƒ

A draft copy of the proposed subcontract; and

ƒ

Other

pertinent

information

and/or

certifications

requested by the County.
8.39.3

The Contractor shall indemnify and hold the County
harmless with respect to the activities of each and every
subcontractor in the same manner and to the same degree
as if such subcontractor(s) were Contractor employees.

8.39.4

The Contractor shall remain fully responsible for all
performances required of it under this Master Agreement,
including those that the Contractor has determined to
subcontract, notwithstanding the County’s approval of the
Contractor’s proposed subcontract.

8.39.5

The County’s consent to subcontract shall not waive the
County’s right to prior and continuing approval of any and all
personnel, including subcontractor employees, providing

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services under this Master Agreement. The Contractor is
responsible to notify its subcontractors of this County right.
8.39.6

The County’s Project Director is authorized to act for and on
behalf of the County with respect to approval of any
subcontract and subcontractor employees. After approval of
the subcontract by the County, Contractor shall forward a
fully executed subcontract to the County for their files.

8.39.7

The Contractor shall be solely liable and responsible for all
payments or other compensation to all subcontractors and
their officers, employees, agents, and successors in interest
arising

through

services

performed

hereunder,

notwithstanding the County’s consent to subcontract.
8.39.8

The Contractor shall obtain certificates of insurance, which
establish that the subcontractor maintains all the programs
of insurance required by the County from each approved
subcontractor. The Contractor shall ensure delivery of all
such documents to:
Los Angeles County Office of Public Safety
Attention: Contract Analyst
13001 Dahlia Street
Downey, CA 90242
before any subcontractor employee may perform any work
hereunder.

8.40

TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN
COMPLIANCE

WITH

COUNTY’S

CHILD

SUPPORT

COMPLIANCE PROGRAM
Failure of the Contractor to maintain compliance with the
requirements set forth in sub-paragraph 8.13 - Contractor’s Warranty
of Adherence to County’s Child Support Compliance Program, shall
constitute a default under this Master Agreement. Without limiting
the rights and remedies available to the County under any other
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provision of this Master Agreement, failure of Contractor to cure such
default within 90 calendar days of written notice shall be grounds
upon which the County may terminate this Master Agreement
pursuant to sub-paragraph 8.42 - Termination for Default and pursue
debarment of Contractor, pursuant to County Code Chapter 2.202.
8.41

TERMINATION FOR CONVENIENCE
8.41.1

County may terminate this Master Agreement, and any
Work Order issued hereunder, in whole or in part, from time
to time or permanently, when such action is deemed by the
County, in its sole discretion, to be in its best interest.
Termination of work hereunder shall be effected by notice of
termination to Contractor specifying the extent to which
performance of work is terminated and the date upon which
such termination becomes effective. The date upon which
such termination becomes effective shall be no less than ten
(10) days after the notice is sent.

8.41.2

After receipt of a notice of termination and except as
otherwise directed by the County, the Contractor shall
immediately:
ƒ

Stop work under the Work Order or under this Master
Agreement, as identified in such notice;

ƒ

Transfer title and deliver to County all completed work
and work in process; and

ƒ

Complete performance of such part of the work as shall
not have been terminated by such notice.

8.41.3

All material including books, records, documents, or other
evidence bearing on the costs and expenses of the
Contractor under this Master Agreement or Work Order
shall be maintained by the Contractor in accordance with
sub-paragraph 8.37, Record Retention & Inspection/Audit
Settlement.

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8.42

TERMINATION FOR DEFAULT
8.42.1

The County may, by written notice to the Contractor,
terminate the whole or any part of this Master Agreement, if,
in the judgment of County’s Project Director:
ƒ

Contractor

has

materially

breached

this

Master

Agreement;
ƒ

Contractor fails to timely provide and/or satisfactorily
perform any task, deliverable, service, or other work
required either under this Master Agreement or any
Work Order issued hereunder; or

ƒ

Contractor fails to demonstrate a high probability of
timely fulfillment of performance requirements of any
Work Order issued under this Master Agreement, or of
any obligations of this Master Agreement and in either
case, fails to demonstrate convincing progress toward a
cure within five (5) working days (or such longer period
as the County may authorize in writing) after receipt of
written notice from the County specifying such failure.

8.42.2

In the event that the County terminates this Master
Agreement in whole or in part as provided in sub-paragraph
8.42.1, the County may procure, upon such terms and in
such manner as the County may deem appropriate, goods
and services similar to those so terminated. The Contractor
shall be liable to the County for any and all excess costs
incurred by the County, as determined by the County, for
such similar goods and services.

The Contractor shall

continue the performance of this Master Agreement to the
extent not terminated under the provisions of this subparagraph.
8.42.3

Except with respect to defaults of any subcontractor, the
Contractor shall not be liable for any such excess costs of

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the type identified in sub-paragraph 8.42.2 if its failure to
perform this Master Agreement, including any Work Order
issued hereunder, arises out of causes beyond the control
and without the fault or negligence of the Contractor. Such
causes may include, but are not limited to: acts of God or of
the public enemy, acts of the County in either its sovereign
or

contractual

capacity,

acts

of

Federal

or

State

governments in their sovereign capacities, fires, floods,
epidemics,

quarantine

restrictions,

strikes,

freight

embargoes, and unusually severe weather; but in every
case, the failure to perform must be beyond the control and
without the fault or negligence of the Contractor.

If the

failure to perform is caused by the default of a
subcontractor, and if such default arises out of causes
beyond the control of both the Contractor and subcontractor,
and without the fault or negligence of either of them, the
Contractor shall not be liable for any such excess costs for
failure to perform, unless the goods or services to be
furnished by the subcontractor were obtainable from other
sources in sufficient time to permit the Contractor to meet
the required performance schedule. As used in this subparagraph 8.42.3,

the

terms

"subcontractor"

and

"subcontractors" mean subcontractor(s) at any tier.
8.42.4

If, after the County has given notice of termination under the
provisions of this sub-paragraph 8.42, it is determined by
the County that the Contractor was not in default under the
provisions of this sub-paragraph 8.42, or that the default
was

excusable

under

the

provisions

of

sub-

paragraph 8.42.3, the rights and obligations of the parties
shall be the same as if the notice of termination had been

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issued pursuant to sub-paragraph 8.41 - Termination for
Convenience.
8.42.5

The rights and remedies of the County provided in this subparagraph 8.42 shall not be exclusive and are in addition to
any other rights and remedies provided by law or under this
Master Agreement.

8.43

TERMINATION FOR IMPROPER CONSIDERATION
8.43.1

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

8.43.2

The Contractor shall immediately report any attempt by a
County officer or employee to solicit such improper
consideration.

The report shall be made either to the

County manager charged with the supervision of the
employee or to the County Auditor-Controller's Employee
Fraud Hotline at (800) 544-6861.
8.43.3

Among other items, such improper consideration may take
the form of cash, discounts, services, the provision of travel
or entertainment, or tangible gifts.

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8.44

TERMINATION FOR INSOLVENCY
8.44.1

The County may terminate this Master Agreement forthwith
in the event of the occurrence of any of the following:
ƒ

Insolvency of the Contractor. The Contractor shall be
deemed to be insolvent if it has ceased to pay its debts
for at least sixty (60) days in the ordinary course of
business or cannot pay its debts as they become due,
whether or not a petition has been filed under the
Federal Bankruptcy Code and whether or not the
Contractor is insolvent within the meaning of the Federal
Bankruptcy Code;

ƒ

The filing of a voluntary or involuntary petition regarding
the Contractor under the Federal Bankruptcy Code;

ƒ

The appointment of a Receiver or Trustee for the
Contractor; or

ƒ

The execution by the Contractor of a general assignment
for the benefit of creditors.

8.44.2

The rights and remedies of the County provided in this subparagraph 8.44 shall not be exclusive and are in addition to
any other rights and remedies provided by law or under this
Master Agreement.

8.45

TERMINATION FOR NON-ADHERENCE OF COUNTY LOBBYIST
ORDINANCE
The Contractor, and each County Lobbyist or County Lobbying firm
as defined in County Code Section 2.160.010 retained by the
Contractor, shall fully comply with the County’s Lobbyist Ordinance,
County Code Chapter 2.160. Failure on the part of the Contractor or
any County Lobbyist or County Lobbying firm retained by the
Contractor to fully comply with the County’s Lobbyist Ordinance shall
constitute a material breach of this Master Agreement, upon which
the County may in its sole discretion, immediately terminate or

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suspend this Master Agreement.
8.46

TERMINATION FOR NON-APPROPRIATION OF FUNDS
Notwithstanding any other provision of this Master Agreement, the
County shall not be obligated for the Contractor’s performance
hereunder or by any provision of this Master Agreement during any
of the County’s future fiscal years unless and until the County’s
Board of Supervisors appropriates funds for this Master Agreement
in the County’s Budget for each such future fiscal year. In the event
that funds are not appropriated for this Master Agreement, then this
Master Agreement shall terminate as of June 30 of the last fiscal
year for which funds were appropriated. The County shall notify the
Contractor in writing of any such non-allocation of funds at the
earliest possible date.

8.47

VALIDITY
If any provision of this Master Agreement or the application thereof to
any person or circumstance is held invalid, the remainder of this
Master Agreement and the application of such provision to other
persons or circumstances shall not be affected thereby.

8.48

WAIVER
No waiver by the County of any breach of any provision of this
Master Agreement shall constitute a waiver of any other breach or of
such provision. Failure of the County to enforce at any time, or from
time to time, any provision of this Master Agreement shall not be
construed as a waiver thereof. The rights and remedies set forth in
this sub-paragraph 8.48 shall not be exclusive and are in addition to
any other rights and remedies provided by law or under this Master
Agreement.

8.49

WARRANTY AGAINST CONTINGENT FEES
8.49.1

The Contractor warrants that no person or selling agency
has been employed or retained to solicit or secure this
Master Agreement upon any agreement or understanding

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for a commission, percentage, brokerage, or contingent fee,
excepting bona fide employees or bona fide established
commercial

or

selling

agencies

maintained

by

the

Contractor for the purpose of securing business.
8.49.2

For breach of this warranty, the County shall have the right
to terminate this Master Agreement and, at its sole
discretion, deduct from the Master Agreement price or
consideration, or otherwise recover, the full amount of such
commission, percentage, brokerage, or contingent fee.

9.0

UNIQUE TERMS AND CONDITIONS
9.1

CONTRACTOR’S

OBLIGATIONS

AS

A

“BUSINESS

ASSOCIATE” UNDER HEALTH INSURANCE PORTABILITY &
ACCOUNTABILITY ACT OF 1996 (HIPAA)
The County is subject to the Administrative Simplification
requirements of the federal Health Insurance Portability and
Accountability Act of 1996 (HIPAA). Under this Master Agreement,
Contractor provides services to the County and the Contractor
receives, has access to, and/or creates Protected Health
Information as defined in Exhibit I in order to provide those
services. The County and the Contractor therefore agree to the
terms of Exhibit I, Contractor’s Obligations as a “Business
Associate” Under Health Insurance Portability & Accountability Act
of 1996 (HIPAA).
9.2

LOCAL SMALL BUSINESS ENTERPRISE (SBE) PREFERENCE
PROGRAM
9.2.1

This Master Agreement is subject to the provisions of the
County’s

ordinance

entitled

Local

Small

Business

Enterprise Preference Program, as codified in Chapter
2.204 of the Los Angeles County Code.
9.2.2

Contractor shall not knowingly and with the intent to
defraud, fraudulently obtain, retain, attempt to obtain or

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retain, or aid another in fraudulently obtaining or retaining
or attempting to obtain or retain certification as a Local
Small Business Enterprise.
9.2.3

Contractor shall not willfully and knowingly make a false
statement with the intent to defraud, whether by affidavit,
report, or other representation, to a County official or
employee for the purpose of influencing the certification or
denial of certification of any entity as a Local Small
Business Enterprise.

9.2.4

If Contractor has obtained certification as a Local Small
Business Enterprise by reason of having furnished
incorrect supporting information or by reason of having
withheld information, and which knew, or should have
known, the information furnished was incorrect or the
information withheld was relevant to its request for
certification, and which by reason of such certification has
been awarded this Master Agreement/Work Order to which
it would not otherwise have been entitled, shall:
1.

Pay to the County any difference between the work
order amount and what the County’s costs would
have been if the work order had been properly
awarded;

2.

In addition to the amount described in subdivision (1),
be assessed a penalty in an amount of not more than
10 percent of the amount of the work order; and

3.

Be subject to the provisions of Chapter 2.202 of the
Los

Angeles

Contractor

County

Code

Non-responsibility

(Determinations
and

of

Contractor

Debarment).
The above penalties shall also apply to any business that
has previously obtained proper certification, however, as a
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result of a change in their status would no longer be
eligible for certification, and fails to notify the state and
OAAC of this information prior to responding to a
solicitation or accepting a contract award.
9.3

OWNERSHIP OF MATERIALS, SOFTWARE AND COPYRIGHT
(Intentionally Omitted)

9.4

PATENT, COPYRIGHT & TRADE SECRET INDEMNIFICATION
(Intentionally Omitted)

9.5

CONTRACTOR’S CHARITABLE ACTIVITIES COMPLIANCE
(Intentionally Omitted)

9.6

TRANSITIONAL

JOB

OPPORTUNITIES

PREFERENCE

PROGRAM
9.6.1

This Master Agreement is subject to the provisions of the
County’s ordinance entitled Transitional Job Opportunities
Preference Program, as codified in Chapter 2.205 of the
Los Angeles County Code.

9.6.2

Contractor shall not knowingly and with the intent to
defraud, fraudulently obtain, retain, attempt to obtain or
retain, or aid another in fraudulently obtaining or retaining
or attempting to obtain or retain certification as a
Transitional Job Opportunity vendor.

9.6.3

Contractor shall not willfully and knowingly make a false
statement with the intent to defraud, whether by affidavit,
report, or other representation, to a County official or
employee for the purpose of influencing the certification or
denial of certification of any entity as a Transitional Job
Opportunity vendor.

9.6.4

If Contractor has obtained County certification as a
Transitional Job Opportunity vendor by reason of having
furnished incorrect supporting information or by reason of
having withheld information, and which knew, or should

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have known, the information furnished was incorrect or the
information withheld was relevant to its request for
certification, and which by reason of such certification has
been awarded this work order to which it would not
otherwise have been entitled, shall:
1. Pay to the County any difference between the work
order amount and what the County’s costs would have
been if the work order had been properly awarded;
2. In addition to the amount described in subdivision (1),
be assessed a penalty in an amount of not more than
10 percent (10%) of the amount of the work order; and
3. Be subject to the provisions of Chapter 2.202 of the
Los

Angeles

Contractor

County

Code

Non-responsibility

(Determinations
and

of

Contractor

Debarment).
The above penalties shall also apply to any entity that has
previously obtained proper certification, however, as a
result of a change in their status would no longer be
eligible for certification, and fails to notify the certifying
department of this information prior to responding to a
solicitation

or

accepting

Los Angeles County Office of Public Safety Contract # ____________
Appendix H Master Agreement
Pre-Employment Polygraph Examination Services
January/2009

a

work

order

Page 57

award.

AUTHORIZATION OF MASTER AGREEMENT FOR
POLYGRAPH EXAMINATION SERVICES

IN WITNESS WHEREOF, the Board of Supervisors of the County of Los
Angeles has caused this Master Agreement to be executed by the Chief, Office
of Public Safety and approved by County Counsel, and Contractor has caused
this Master Agreement to be executed in its behalf by its duly authorized officer,
this _________ day of ________________, 2008.
COUNTY OF LOS ANGELES

By___________________________
Chief

Office of Public Safety

By_____________________________
Contractor
Signed:__________________________
Printed: _________________________
Title:

__________________________

APPROVED AS TO FORM:
Raymond G. Fortner, Jr.
County Counsel

By________________________
Principal Deputy County Counsel
Los Angeles County Office of Public Safety Contract # ____________
Appendix H Master Agreement
Pre-Employment Polygraph Examination Services
January/2009

Page 58

 

 

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