PFL_RFP_Sample_Contract.pdf

STATE OF CALIFORNIA

STANDARD AGREEMENT

STD 213 (Rev 06/03)

EDD AGREEMENT NUMBER

REGISTRATION NUMBER

1. This Agreement is entered into between the State Agency and the Contractor named below:

STATE AGENCY’S NAME

Employment Development Department

CONTRACTOR’S NAME

(Winning Proposer)

2. The term of this Agreement is: April 26, 2016 ** through June 30, 2017

3. The maximum amount $ 2,500,000.00 of this Agreement is: Two Million Five Hundred Thousand Dollars and No Cents

4. The parties agree to comply with the terms and conditions of the following exhibits which are by this reference made a part of the Agreement:

Exhibit A Scope of Work 1 Page Attachment A-1 Specifications (will be determined by the winning proposer’s narrative

Scope of Work) _ Pages

Exhibit B Budget Detail and Payment Provisions 2 Pages Attachment B-1 Budget Detail Sheet (will be determined by the winning proposer’s

Deliverable/Cost Matrix) _ Pages

Exhibit C * General Terms and Conditions GTC 610 Exhibit D Special Terms and Conditions 4 Pages Exhibit E Resumes (will be taken from the winner’s proposal) _ Pages

Exhibit F * Request for Proposal (RFP) #72779

Exhibit G * Contractor’s Response to RFP #71779

** The term of this Agreement is April 26, 2016, or upon final DGS approval, whichever is later, through June 30, 2017.

Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. General Terms and Conditions can be viewed at www.dgs.ca.gov/ols/Resources/StandardContractLanguage.aspx

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

CALIFORNIA

CONTRACTOR Department of General Services Use Only

CONTRACTOR’S NAME (If other than an individual, state whether a corporation, partnership, etc.)

(Winning Proposer) BY (Authorized Signature) DATE SIGNED (Do not type)

PRINTED NAME AND TITLE OF PERSON SIGNING

ADDRESS

STATE OF CALIFORNIA

AGENCY NAME

Employment Development Department BY (Authorized Signature) DATE SIGNED (Do not type)

PRINTED NAME AND TITLE OF PERSON SIGNING

Jim O’Brien, Chief, Office of Procurement, Contracting

ADDRESS

722 Capitol Mall, MIC 62-1, Sacramento, CA 95814 Exempt per http://www.dgs.ca.gov/ols/Resources/StandardContractLanguage.aspx

EDD Agreement No.

EDD/

EXHIBIT A

(Standard Agreement)

SCOPE OF WORK

This Agreement is entered into by and between the Employment Development Department, hereinafter referred to as EDD, and __________________, hereinafter referred to as the Contractor. The Contractor shall provide multi-segment, integrated marketing and outreach services through a statewide public outreach, education, and/or media campaign with the goal of increasing awareness and educating California workers about Paid Family Leave benefits.

The campaign shall identify short-term and long-term outreach, education, and marketing strategies, including assessing and recommending specific outreach activities and communication vehicles for reaching and informing potential PFL claimants in California, including various target audiences.

These services will assist EDD in effectively performing its critical functions as mandated by state and federal laws.

The project representatives during the term of this Agreement shall be:

State Agency Contractor

Employment Development Department Attn: Martha Chavez Attn:

800 Capitol Mall, MIC 29 Sacramento, CA 95814 Phone: (916) 654-1177 Phone:

Pursuant to Government Code 19130(b), Standards for Use of Personal Service Contracts, personal services contracting shall be permissible when specific conditions are met. In accordance with 19130(b), item 3, the services contracted are not available within civil service, cannot be performed satisfactorily by civil service employees or are of such a highly specialized or technical nature that the necessary expert knowledge, experience, and ability are not available through the civil service system. Although classifications exist that perform public outreach, they lack the highly specialized experience and expertise needed to satisfactorily complete this task.

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

1. Invoicing and Payment

In consideration of services performed, EDD agrees to pay the Contractor for services satisfactorily performed. The Deliverable/Cost Matrix becomes a part of the resulting Agreement. Deliverables are paid at the fixed-price specified in the matrix. EDD acceptance of the deliverable is required before invoicing and payment of deliverables.

The EDD may not be invoiced for any costs exceeding the maximum amount identified for each specific deliverable listed in Attachment 6, Deliverable/Cost Matrix. Any excess shall be at no cost to the EDD. NOTE: For Deliverable 2, Statewide Public Outreach, Education, and Media Campaign, the Contractor can invoice EDD for individual media advertisements as they are purchased by the Contractor. EDD must approve the content of any such advertisement before invoices can be submitted.

Invoices shall include the Agreement Number and be submitted in triplicate in arrears to:

Employment Development Department Disability Insurance Branch

800 Capitol Mall, MIC 29 Sacramento, CA 95814

Attn: Martha Chavez

Invoices must include a certification statement signed by a company official, attesting to the accuracy of the invoice data.

If the EDD rejects all or part of the Contractor’s work or work product, the EDD shall withhold payment for the rejected work product and shall notify the contractor in writing of the reason why the work product was rejected. The Contractor shall take appropriate measures to correct the work and demonstrate to the EDD that the Contractor has successfully completed the work before payment can be made.

The contractor may not invoice EDD for any costs exceeding the maximum amount identified for each specific deliverable listed in Attachment 6, Deliverable/Cost Matrix.

Any excess shall be at no cost to the EDD.

2. Budget Contingency Clause

It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of congressional and legislative appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays which would occur if the Agreement were executed after that determination was made.

This Agreement is valid and enforceable only if (1) sufficient funds are made available by the State Budget Act of the appropriate State Fiscal Year(s) covered by this Agreement for the purposes of this program; and (2) sufficient funds are made available to the State by the United States Government or by the State of California for the Fiscal Year(s) covered by this Agreement for the purposes of this program. In addition, this Agreement is subject to any additional restrictions, limitations or conditions established by the United States Government and/or the State of California, or any statute enacted by the

EXHIBIT B

Congress and Legislature, which may affect the provisions, terms or funding of the Agreement in any manner.

The parties mutually agree that if the Congress and/or Legislature does not appropriate sufficient funds for the program, this Agreement shall be amended to reflect any reduction in funds.

The EDD has the option to terminate the Agreement under the 30-day termination clause or to amend the Agreement to reflect any reduction of funds.

3. Prompt Payment Clause

Unless otherwise specified, payment will be made in accordance with Government Code §927 et. seq. Payment shall not be due until the later of: (a) the date of acceptance of goods or performance of services; or (b) receipt of an accurate invoice.

ATTACHMENT B-1

BUDGET DETAIL SHEET

No. DELIVERABLE SUBTOTAL TOTAL

1 Detailed Work and Implementation Plan $_________

2 Statewide Public Outreach, Education, and Media Campaign (Payment for sub-deliverables available upon EDD acceptance) Develop and deploy:

a. Messaging and collateral. $_________

b. Paid Media Strategy and Placement. $_________

c. Partnerships to provide PFL information. $_________

3 Post-Advertising/Marketing Campaign Results Report $_________

GRAND TOTAL $__________

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

1. Advance Work

Should the Contractor begin work before receiving a copy of the approved Agreement, any work performed before approval shall be considered as having been done at the Contractor's own risk and as a volunteer.

2. Force Majeure

Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include, but are not limited to:

• Acts of God or of the public enemy, and

• Acts of the federal or State government in either its sovereign or contractual capacity.

If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform.

3. Termination for Convenience

This Agreement may be terminated by the EDD by giving written notice to the Contractor 30 days prior to the effective date of such termination.

4. Insurance Requirements

The Contractor agrees the insurance herein provided for shall be in effect at all times during the term of this Agreement. In the event said insurance coverage expires at any time during the term of this Agreement, Contractor agrees to provide at least 30 days prior to said expiration date, a new certificate of insurance evidencing insurance coverage as outlined below for not less than the remainder of the term of this Agreement, or for a period of not less than one year. New certificates of insurance are subject to the approval of the Department of General Services, and Contractor agrees that no work or services shall be performed prior to the giving of such approval. In the event the Contractor fails to keep in effect at all times insurance coverage as herein provided, the State may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event. The Contractor shall provide written notice to the EDD within five (5) business days of any cancellation, non-renewal, or material change that affects required insurance coverage.

The Contractor shall display evidence of the following coverage on an ACORD certificate:

a. General Liability Insurance – The Contractor shall furnish to the EDD a certificate of insurance prior to commencement of work stating there is general liability insurance in effect for the Contractor in an occurrence form with limits not less than $1,000,000 per occurrence for bodily injury and property damage combined.

The certificate of insurance must include the following provision stating:

The State of California, its officers, agents, employees, and servants are included as additional insured, but only with respect to work performed for the EDD under this contract. The additional insured endorsement must accompany the certificate.

b. Workers' Compensation and Employers Liability Insurance – The Contractor shall furnish to the EDD a certificate of insurance evidencing Workers’ Compensation and Employers Liability Insurance presently in effect with limits not less than $1,000,000 by an insurance carrier licensed to write Workers' Compensation insurance in California. Such certificate shall include the name of the carrier and the policy inception and expiration dates. If the Contractor is self-insured for Workers’ Compensation, a certificate must be presented evidencing the Contractor is a qualified self-insurer in the State of California.

5. Public Contract Code

The Contractor is advised that he/she has certain duties, obligations, and rights under the Public Contract Code §§ 10335 – 10381 and 10410 - 10412, with which the Contractor should be familiar.

Note: no person, firm, or subsidiary thereof who is awarded this consulting services contract may submit a bid for, nor be awarded a contract for, the provision of services, procurement of goods or supplies, or any other related action which is required, suggested, or otherwise deemed appropriate in the end product of the consulting services contract.

These Public Contract Code sections can be viewed at:

http://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=PCC&division= 2.&title=&part=2.&chapter=2.&article=4 http://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=PCC&division= 2.&title=&part=2.&chapter=2.&article=8

6. Termination for Convenience

This Agreement may be terminated by the EDD by giving written notice to the Contractor 30 days prior to the effective date of such termination.

7. Contract Disputes

a) The parties shall deal in good faith and attempt to resolve potential disputes informally. If the disputes persist, the Contractor shall submit to the EDD Director or designee a written demand for a final decision regarding the disposition of any dispute between the Contractor and the EDD relating to this contract, unless EDD on its own initiative, has already rendered a decision. The Contractor shall submit their http://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=PCC&division=2.&title=&part=2.&chapter=2.&article=4 http://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=PCC&division=2.&title=&part=2.&chapter=2.&article=4 http://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=PCC&division=2.&title=&part=2.&chapter=2.&article=8 http://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=PCC&division=2.&title=&part=2.&chapter=2.&article=8 signed (by an authorized person) written demand documenting fully the factual information, and cost adjustment, if any. If the Contractor is not satisfied by the decision of EDD, the Contractor may appeal the decision to the Department of General Services.

b) Pending the resolution of any dispute the Contractor agrees to proceed with the performance of this contract. The Contractor’s failure to comply in accordance with the EDD instructions shall be considered a material breach of the contract.

c) The EDD shall notify the Contractor in writing of any final decision signed by the Director or designee if an appeal was made. If the EDD fails to render a final decision within ninety days after receipt of the Contractor’s demand, it shall be deemed a final decision adverse to the Contractor’s contention. The EDD’s final decision shall be conclusive and binding regarding the dispute unless the Contractor commences an action in a court of competent jurisdiction to contest such decision within ninety days following the date of the final decision or one year following the accrual of the cause of action, whichever is later.

8. Statement of Economic Interests (Form 700)

Upon Contract award, every Contractor staff member engaged under the Contract must execute a Statement of Economic Interests Form 700 (http://www.fppc.ca.gov/index.php?id=500) prior to their starting work at the EDD. For purposes of this contract, consultants are defined as any individual performing work under this contract. In addition, consultants shall file a Form 700 annually by April 1, thereafter during the life of the contract. Each new and/or substitute consultant shall file a Form 700 prior to performing any work on the contract.

9. Contractor Evaluation

Within 60 (sixty) days after the completion of the Agreement, the Contract Manager shall complete a written evaluation of Contractor’s performance under the Agreement. If Contractor did not satisfactorily perform the work, a copy of the evaluation will be sent to the State Department of General Services, Office of Legal Services, and to the Contractor within 15 (fifteen) working days of the completion of the evaluation (PCC 10369).

10. Performing a Commercially Useful Function

In accordance with Government Code Section 14837 and Military and Veterans Code, Section 999, all certified Small Businesses (SB)/Micro-Businesses (MB) and Disabled Veteran Business Enterprise (DVBE) contractors, subcontractors and suppliers that bid on or participate in a State contract, regardless of whether it is a verbal or written solicitation must perform a Commercially Useful Function (CUF). A certified SB/MB or DVBE is deemed to perform a CUF if the business does all of the following:

• Is responsible for the execution of a distinct element of the work of the contract.

• Carries out its obligation by actually performing, managing, or supervising the work involved.

• Performs work that is normal for its business services and functions.

http://www.fppc.ca.gov/index.php?id=500

• Is responsible, with respect to projects, inventories, materials, and supplies required for the contract, for negotiating price, determining quality and quantity, ordering, installing, if applicable, and making payments.

• Is not further subcontracting a portion of the work that is greater than that expected to be subcontracted by normal industry practices.