CONTRACT SUMMARY SHEET

Transcription

1 CONTRACT SUMMARY SHEET TO: THE OFFICE OF THE CITY CLERK, COUNCIL/PUBLIC SERVICES DIVISION ROOM 395, CITY HALL DATE. OCTOBER 27, 2015 (PLEASE DO NOT STAPLE THE CONTRACT FOR THE CLERK S FILE) FORM MUST BE TYPEWRITTEN TOTAL AMOUNT: $375 00Q PURPOSE OF CONTRACT: FOURTH AMENDED AND RESTATED CONTRACT - TO REFLECT THE ASSIGNMENT OF THE CONTRACT TO TELEPERFORMANCE RAPIDTEXT AND EXTEND THE PERIOD OF PERFORMANCE

2 FOURTH AMENDED AND RESTATED AGREEMENT NUMBER C BETWEEN CITY OF LOS ANGELES AND TPUSA-FHCS, INC dba TELEPERFORMANCE RAPIDTEXT FOR CLOSED CAPTIONING, TRANSCRIBING and/or TRANSLATION SERVICES THIS FOURTH AMENDED AND RESTATED CONTRACT ( Contract ) is made and entered into between the City of Los Angeles, a municipal corporation (hereinafter referred to as the "City"), and TPUSA-FHCS, Inc. dba Teleperformance RapidText (hereinafter referred to as Contractor ), a Delaware corporation, with corporate headquarters at 8201 Ridgepoint Drive Irving, Texas WITNESSETH: 1. WHEREAS, the City is responsible for providing L. A. CityView Channel 35 programming; and 2. WHEREAS, the City has been mandated by the Americans with Disabilities Act to provide closed captioning services for individuals who are deaf and hard-of-hearing; and 3. WHEREAS, the City requires translation and transcription services for select projects; and 4. WHEREAS, the services required are of an expert and technical nature and are temporary and occasional in character; therefore, competitive bidding under Charter Section 371 is neither practicable nor advantageous; and 5. WHEREAS, on October 29, 2008, the City issued a Request for Proposals ( RFP ), under Charter Section 372, seeking qualified businesses to perform the abovereferenced services and found Contractor satisfied the required qualifications and experience to provide the type of service required by the City; and 6. WHEREAS, the City entered into Contract No. C ( Contract ) with PeopleSupport RapidText, Inc. ( PeopleSupport ) effective June 30, 2009; and 7. WHEREAS, in Amendment No. 1 to the Contract the parties agreed to change Contractor s name from PeopleSupport RapidText, Inc. to Aegis RapidText, Inc. after Contractor filed for the name change on March 30, 2010; and 8. WHEREAS, in Amendment No. 2 to the Contract, as a result of Aegis RapidText s merger on August 1, 2011 into its parent company, Aegis USA, Inc. who then assigned the Contract to its wholly owned indirect subsidiary, Aegis Receivables Management, Inc. dba Aegis RapidText, Inc., Contractor made a City-approved assignment of its interest in the Contract to Aegis Receivables Management; and 9. WHEREAS, Amendment No. 2 to the Contract also extended the term to June 29, 2014 and reflected changes to the compensation scheme, for an amount not to exceed $375,000 and to the rules for first source hiring; and

3 10. WHEREAS, in Amendment No. 3 to the contract, resulting from Aegis USA s acquisition of contracts from Aegis Receivables Management, Inc. dba Aegis RapidText, Inc., followed by Aegis USA s subsequent corporate name change to TPUSA-FHCS, Inc. on August 8, 2014, Contractor made a City-approved assignment of its interest to TPUSA-FHCS; and 11. WHEREAS, Amendment No. 3 to the Contract also extended the term to June 29, 2015; and reflected changes to the compensation scheme, for an amount not to exceed $375,000; and 12. WHEREAS, TPUSA-FHCS, INC. is registered to do business as Teleperformance RapidText and TPUSA-FHCS, INC. has opted to assign the Contract to Teleperformance RapidText; and 13. WHEREAS, the City approves of the above-referenced assignment of the contract in 2015 to Teleperformance RapidText as the successor entity to TPUSA-FHCS, Inc.; and 14. WHEREAS, the City and Teleperformance RapidText wish to amend the Contract to reflect the above-referenced assignment of the contract and the successor entity to TPUSA-FHCS, Inc. and extend the period of performance; and 15. WHEREAS, the terms and conditions of the original agreement shall remain the same except as modified consistent with recital number 14. NOW, THEREFORE, in consideration of the above premises, and of the covenants and agreements hereafter set forth, the parties hereby agree as follows: STATEMENT OF WORK A. Contractor will provide for real-time captioning of live cablecast of City Council meetings and other live presentations as follows: 1. A complete dual-station real-time operation for the provision of realtime captioning of all Los Angeles City Council meetings. a. Each real-time station will be operated by a person with stenographic skills equal to those required by the National Association of Court Reporters. Each operator will be trained by the Contractor not only in the provision of captions, but also in the creation of a near-verbatim record of City Council proceedings. b. Each real-time station will consist of one compatible computer, appropriate real-time captioning software, and one closed caption decoder for monitoring the captioned signal, and one video deck to record for quality assurance purposes, and one stenographic input device. Contractor shall also provide an online battery backup and a backup cellular phone system for the entire operation so captioning can continue despite interruption of electrical and/or phone services. c. In addition to the two assigned real-time writers, there will be a broadcast coordinator assigned to duty during captioning

4 hours. The broadcast coordinator will be the liaison between the Contractor, the Information Technology Agency (ITA), City Council, and the City Clerk s Office. d. Contractor shall provide a scroll up service at the bottom of the computer screen only. Contractor will be responsible for the spelling and identification of Council members and key City officials. e. Live captioning services may be required during daytime or evening hours on weekdays and weekends. 2. At no additional cost to the City, Contractor will place state-of-the-art equipment in the Channel 35 studio to encode and monitor the caption signal and will work with that station to insure the proper signal path fortaping of the appropriate signal for playback. 3. Back-up equipment shall be supplied to the City, as necessary, for uninterrupted service. 4. Contractor will place equipment in or near Council Chambers to enable members of the community who are deaf and hard-of-hearing attending Council sessions to constantly monitor Council proceedings. 5. Contractor shall provide captioning for additional City meetings as requested in writing by the City. Contractor agrees to provide closed captioning for these additional meetings at the same rates identified in this Contract. 6. On an as-requested basis, Contractor will provide proofread text files of the previous week s Council meetings and other transcribed meetings to the City Clerk s office and to ITA to serve as a nearverbatim record of the meetings. The text files shall be submitted in a Microsoft Word format, unless otherwise indicated by the City. B. For taped productions, City will advise Contractor to provide captioning either in a timed, scroll-up format or network-quality timed captions of the pop-up variety. C. Contractor shall provide translation and transcriptions services on an asneeded basis. The quality of translation will comply with the standards equal or greater than those mandated in court proceedings. D. Contractor shall be responsible for all costs associated with the provision of the services required. The City will only be billed or charged for services rendered and is not responsible for providing access to Channel 35. The Contractor must be able to receive the L. A. CityView 35 signal through local cable television providers. II. PERIOD OF PERFORMANCE The term of this Contract shall begin on June 30, 2009 and terminate on June 29, 2017 or at such time that all funding provided herein has been expended, 3

5 whichever occurs first. Said term is subject to the termination provision in Section IX of this Contract. III. COMPENSATION AND PAYMENT A. Council Meetings: All real-time captioning of City Council and other meetings will be billed in 30- minute increments at a rate of $87 per hour, and pro-rated at half-hour increments, of real-time captioning with no minimum guarantee per week. A list of approved City Council recesses is attached as Appendix C. The list is updated every calendar year and will be made available to the Contractor. In addition, City holidays are as follows: New Year s Day (January 1st) Martin Luther King Day (Third Monday in January) Presidents Day (Third Monday in February) Cesar Chavez Day (Last Monday in March) Memorial Day (Last Monday in May) Fourth of July (July 4th) Labor Day (First Monday in September) Columbus Day (Second Monday in October) Veterans Day (November 11th) Thanksgiving Day (Fourth Thursday in November) Friday after Thanksgiving Day Christmas Day (December 25th) When any holiday falls on a Sunday, it shall be observed on the following Monday. When any holiday falls on a Saturday, it shall be observed on the preceding Friday. Contractor s compensation rate includes proofread text files of the previous week s meetings, in the format specified by the City, sent to the City Clerk s Office and to ITA by the Monday following the meetings on an as-requested basis. Contractor shall not be compensated separately for proofreading or creating/sending the required text files. B. Captioning for taped productions, when requested in writing by the City: 1. $210 per hour for captioning in a timed, scroll-up format, shall include: a. billing in 15-minute increments with no minimum b. transcription and timecoding for closed captions in roll-up style c. set up of an FTP site for digital files at no cost d. assist with the City s capabilities of creating a digital file by providing hardware and/or technical support as needed 2. Encoding and creating closed-caption master on any format will be provided at no charge. Tape stock charges will be added or the City may supply its own tape for any mastering services.

6 C. Translation services to or from English will be charged at the rate of $7 per content minute of video for Spanish and $20 per content minute of other languages. Content minute of video will be rounded up or down to the next closest whole minute. D. Transcription services will be charged at the rate of $2.50 per content minute of English, $7 per content minute of Spanish, and $20 per content minute of other languages. Content minute of video will be rounded up or down to the next closest whole minute. E. Contractor shall submit a monthly invoice to the ITA, in triplicate upon completion of the captioning, to: Information Technology Agency LA CityView Channel S. San Pedro Street, 6th floor Los Angeles, CA The Contractor is required to submit invoices that conform to City standards and include, at a minimum, the following information: 1. Name and address of Contractor. 2. City s complete name and address as noted above. 3. Date of the invoice. 4. Name and date of production or meetings captioned and amount due. 5. Dates and times of captioning services. 6 Reference to the City s Contract Number for this Contract. 7. Summary of name, title, and captioning time for all personnel working under this Contract. 8. Payment terms, total due and due date. 9. Certification by a duly authorized officer of Contractor. 10. Discount and terms (if applicable). 11. Remittance Address (if different from Contractor address) All invoices must be submitted on Contractor letterhead and must contain the Contractor s official logo, or contain other unique and identifying information such as name and address of Contractor. Invoice shall be submitted within 30 days of service, or monthly. Invoices are considered complete when appropriate documentation or services provided are signed off as satisfactory by the City s project manager or his designee. Invoices and supporting documentation shall be prepared at the sole expense and responsibility of the Contractor. The City will not compensate Contractor for any cost incurred for invoice preparation. The City may request, in writing, changes to the content and format of the invoice and supporting documentation at any time. The City reserves the right to request additional supporting documentation to substantiate costs at any time. -5-

7 Failure to adhere to these policies may result in nonpayment or nonapproval of demands, pursuant to Charter Section 262(a) which requires the Controller to inspect the quality, quantity, and condition of services, labor, materials, supplies or equipment received by any office or department of the City, and approve demands before they are drawn on the Treasury. F. The City s total obligation under this Contract shall not exceed $375,000 (Three Hundred Seventy-Five Thousand Dollars). The Contractor further understands and agrees that execution of this Contract does not guarantee that any or all of these funds will be expended. The City s obligation to make payments under this Contract shall be limited to the current appropriation(s) for that purpose. If the City appropriates additional funds for this Contract, the City payment obligation shall be expanded to the extent of such appropriation(s), subject to the terms and conditions of the Contract, and an amendment implementing that change shall be executed by the parties. The Funding authorized for services under this Contract during each contract year is limited. The City shall not request that Contractor perform services with an aggregate cost of more than $143,894, and Contractor shall not provide services with an aggregate cost of more than $143,894, during any contract year without the approval of the City Council and the appropriation of additional funds therefor. IV. CONTRACT REPRESENTATIVES Contractor Representative The Contractor hereby appoints the following person to represent the Contractor with respect to all matters pertaining to this Contract. Said representative shall be responsible for submitting all of the respective forms and statements as required by this Contract: B. City s Representative Name: Title: Address: 111 N. First Street, Suite 201 Burbank, CA Telephone: (818) x Stephanie Gray Director of Operations, Media Services Fax: (818) stephanie.qrav@teleperformance.com The City hereby appoints the following person, or her designated representative, to represent the City in all matters pertaining to this Contract. 6

8 Name: Title: Address: Telephone: Fax: Laura Ito Director of Finance and Administration 200 North Main Street, Room 1400 Los Angeles, CA (213) (213) C. City s Project Manager The City hereby appoints the following person to act as the City s Project Manager. Name: Ted Lin Title: Cable TV Production Manager II Address: 120 South San Pedro Street, 6th Floor, Room #630 Los Angeles, CA Telephone: (213) Fax: (213) ted.lin@lacity.org Formal notices, demands and communications shall be given to the City s Representative with copies to the City s Project Manager. Formal notices, demands and communications required hereunder by either party shall be made in writing and may be effected by personal delivery or by registered or certified mail, postage prepaid, return receipt requested and shall be deemed communicated as of the date of mailing. If the name of the person designated to receive the notices, demands or communications or the address of such person is changed, written notice shall be given, in accordance with this Section, within five (5) working days of said change. V. FIRST SOURCE HIRING ORDINANCE (FSHO) Unless otherwise exempt in accordance with the provisions of this Ordinance, this contract is subject to the applicable provisions of the First Source Hiring Ordinance (FSHO), Section et seq. of the Los Angeles Administrative Code, as amended from time to time. A. Contractor shall, prior to the execution of the contract, provide to the DAA a list of anticipated employment opportunities that Contractor estimate they will need to fill in order to perform the services under the Contract. B. Contractor further pledges that it will, during the term of the Contract, shall a) At least seven business days prior to making an announcement of a specific employment opportunity, provide notifications of that employment opportunity to the Community Development Department (CDD), which will refer individuals for interview; b) Interview qualified individuals referred by CDD;

9 and c) Prior to filling any employment opportunity, the Contractor shall inform the DAA of the names of the Referral Resources used, the names of the individuals they referred, the names of the referred individuals who the Contractor interviewed and the reasons why referred individuals were not hired. C. Any Subcontract entered into by the Contractor relating to this Agreement, to the extent allowed hereunder, shall be subject to the provisions of FSHO, and shall incorporate the FSHO. D. Contractor shall comply with all rules, regulations and policies promulgated by the designated administrative agency, which may be amended from time to time. Where under the provisions of Section of the Los Angeles Administrative Code the designated administrative agency has determined that the Contractor intentionally violated or used hiring practices for the purpose of avoiding the article, the determination must be documented in the Awarding Authority's Contractor Evaluation, required under Los Angeles Administrative Code Section et seq., and must be documented in each of the Contractor's subsequent Contractor Responsibility Questionnaires submitted under Los Angeles Administrative Code Section et seq. This measure does not limit the City's authority to act under this article. Under the provisions of Section of the Los Angeles Administrative Code, the Awarding Authority shall, under appropriate circumstances, terminate this contract and otherwise pursue legal remedies that may be available if the designated administrative agency determines that the subject Contractor has violated provisions of the FSHO. VI. IRAN CONTRACTING ACT OF 2010 In accordance with California Public Contract Code Sections , all bidders submitting proposals for, entering into, or renewing contracts with the City of Los Angeles for goods and services estimated at $1,000,000 or more are required to complete, sign, and submit the Iran contracting Act of 2010 Compliance Affidavit. VII. COMPLIANCE WITH LOS ANGELES CITY CHARTER SECTION 470(c)(12) The Contractor, subcontractors, and their principals are obligated to fully comply with City of Los Angeles Charter Section 470(c)(12) and related ordinances regarding limitations on campaign contributions and fundraising for certain elected City officials or candidates for elected City office if the contract is valued at $100,000 or more and requires approval of a City elected official. Additionally, Contractor is required to provide and update certain information to the City as specified by law. Any Contractor subject to Charter Section 470(c)(12) shall include the following notice in any contract with a subcontractor expected to receive at least $100,000 for performance under this Contract: Notice Regarding City of Los Angeles Campaign Contribution and Fundraising Restrictions 8

10 As provided in Charter Section 470(c)(12) and related ordinances, you are a subcontractor on City of Los Angeles contract # C Pursuant to Charter Section 470(c)(12), subcontractor and its principals are prohibited from making campaign contributions and fundraising for certain elected City officials or candidates for elected City office for 12 months after the City contract is signed. Subcontractor is required to provide to contractor names and addresses of the subcontractor s principals and contact information and shall update that information if it changes during the 12-month time period. Subcontractor s information included must be provided to Contractor within 10 business days. Failure to comply may result in termination of contract or any other available legal remedies including fines. Information about the restictions may be found at the City Ethics Commission s website at or by calling (213) Contractor, subcontractors, and their principals shall comply with these requirements and limitations. Violation of this provision shall entitle the City to terminate this Contract and pursue any and all legal remedies that may be available. VIII. STANDARD PROVISIONS FOR CITY AGREEMENTS Contractor agrees to comply with the Standard Provisions for City Agreements (Rev. 3/09), incorporated herein by reference. IX. TERMINATION This Contract may be terminated in whole or in part prior to completion at any time by the City upon thirty (30) days written notice to the Contractor. In the event of termination by City pursuant to this provision, Contractor shall invoice and the City shall pay for the work performed, documented and approved by the City under this Contract through the effective date of termination. X. SPECIAL PROVISIONS Contractor shall prepare a list of all persons (including their qualifications) that Contractor has assigned to perform services under this Contract. All such persons must be approved by City prior to performing services hereunder. Contractor shall regularly update this list as needed. [CONTINUED ON FOLLOWING PAGE]

11 XI. CONTRACT MODIFICATIONS, CHANGES OR AMENDMENTS This Contract which consists of eleven (11) pages plus specific documents cited herein constitutes the entire Contract between the City and Contractor and may be amended only by further written agreement. The following appendices are hereby incorporated into and made a part of this Contract as though set forth at length herein: Appendix A: Standard Provisions for City Personal Services Contracts (Rev. 3/09) Appendix B: Request for Proposals, dated October 29, 2008 Appendix C: List of Approved Council Recesses In the event of an inconsistency between any of the provisions of this Contract and/or any Appendix attached hereto, the inconsistency shall be resolved by giving precedence in the following order: 1. The provisions of this Contract 2. Appendix A 3. Appendix B 4. Appendix C

12 IN WITNESS THEREOF, the parties hereto have caused this instrument to be signed by their respective duly authorized officers: BTRC NO. CONTRACT NO. C