HomeMy WebLinkAboutMINUTES - 09102002 - C91-C95 TO: BOARD OF SUPERVISORS
1
s
FROM: TONY COLON, DIRECTOR
COMMUNITY SERVICES DEPARTMENT ' " ° ,_ Costa
DATE- SEPTEMBER 10, 2002 ' ` county
SUBJECT: AUTHORIZATION TO SUBMIT FY 03 MEAD START CONTINUATION
GRANT APPLICATION.
Specific Request (S)or Recommendation (S) & Background and Justification
RECOMMENDATION (S):
APPROVE and AUTHORIZE the Community Services director or designee to
submit the FY 2003 Mead Start Continuation Grant Application to the U.S.
Department of Health and Human Services, Administration for Children and
Families in the amount of $19,537,151 for Head Start program services for the
period from January 1, 2003 through December 31, 2003.
FINANCIAL IMPACT:
If this grant application is approved by the U.S. Department of Health and Human
Services, Administration for Children and Families (ACF), funding will be added to
the FY 03-04 Head Start Budget. Funding is requested in the following categories:
Operating funds, federal dollars $15,629,721
Local share through in-kind $3,907,430
Total $19,537,151
Net County cost $0
CHILDREN'S IMPACT STATEMENT:
The Community Services Department Read Start Program supports two of Contra
Costa County's community outcomes: "Children Ready for and Succeeding in
School" and "Families that are Safe, Stable and Nurturing." These outcomes are
achieved by offering comprehensive services, including high quality early
childhood education, nutrition, health, and social services, along with a strong
parent involvement focus, to low-income children throughout Contra Costa
County. The overall goal of the program is to bring about a greater degree of
social competence in preschool children from low-income families.
REASONS FOR RECOMMENDATIONS/BACKGROUND:
Please see attached 16-point Executive Summary. This application has been
reviewed and approved by the Head Start Local Policy Council on August 15,
2002.
ATTACHMENT: X YES SIGNATURE: )
f
RECOMMENDATION OF COUNTY ADMINISTRATOR _ RECOMMENDATION OF BOARD COMMITT E
iPPROVE OTHER
SIGNATURE(S},
ACTION OF BOA#2D N ` £ OvE��PPROVE AS RECOMMENDED .� OTHER
�Z 3.
VOTE OF SUVISORS I HEREBY CERTIFY THAT THIS IS A TRUE
AND CORRECT COPY OF AN ACTION TAKEN
UNANIMOUS{ABSENT r i 't ` .. ) AND ENTERED ON THE MINUTES OF THE
BOARD OF SUPERVISORS ON THE DATE
AYES: NOES: SHOWN.
ABSENT: ABSTAIN:
ATTESTED Ij i _ . `fes ,t; C -3
CONTACT: Tony Colon,6465990 JOHN SWEETEN,CLERK OFTHE
BOARD OF SUPERVISORS AND
GC CAO COUNTY ADMINISTRATOR
3 orig.,signed,sealed copies)
BY t F t� UTY
Contra Costa County Community Services Department
Continuation Grant Application for FY2003
(2"d year of 3 year cycle) for Head Start
EXECUTIVE SUMMARY
INCOMING FUNDS NARRATIVE STATEMENT
1. PROJECT/PROGRAM TITLE. FY 2003 Head Start Continuation Grant
Application
2. FUNDING AGENCY. Department of Health and Human Services, Administration
for Children and Families(ACF), Arlington, Virginia
3. SUBMITTAL STATUS. Request for continuation funding for 2"a year of 3 year
grant cycle. This application is due no later than October 1, 2002.
4. PROPOSED TERM. Funding is requested for a one year period from
January 1, 2003 through December 31, 2003. The budget summary is below.
5. CURRENT FUNDING. Funding for Head Start is provided by federal dollars.
Contra Costa County, as Grantee, is required to generate a 20% match of the total
project budget, which may be in cash or in-kind contributions, fairly valued.
6. FUTURE FUNDING. Head Start funding is based on a 3 year cycle. Each year, the
grantee must submit an application for continuation funds. This application is for the
second year of the 3 year cycle.
7. BUDGET SUMMARY.
Federal Funds
Grantee Delegate Agency Total
First Baptist Grant
T&TA Funds
PA 20 70,024 2,300 72,324
PA 20 2000(32%) 22,538 736 23,274
PA 20 2001 (27.2%) 25,207 826 26,033
PA 20 2002 (5.5%) 6,673 6,673
Total T&TA 124,442 3,862 128,304
Funds(PA 20)
Head Start Funds
Continuation Grant, 10,007,422 1,508,652 11,516,074
PA 22
COLA 2000 (2.6%) 260,193 39,225 299,418
QIF 2000(3.5%) 350,261 52,802 403,063
Expansion 2000 810,000 810,000
Add'l QF for Teachers 86,000 86,000
COLA 2001 (3.5%) 402,879 56,130 459,009
Q1l'2001 (6.65%) 763,745 106,445 870,190
Expansion 2001 478,674 49,000 527,674
Rent Adj for 58,380 (58,380) -
Castlewood(FB)
COLA 2002 (2.6%) 343,656 45,601 389,257
Q1F 2002 124,109 16,623 140,732
Program Improvement
2002 Application (results
stillRending)__
Total Head Start Fends 13,685,319 1,816,098 15,501,417
(PA 22
Total Federal Funds 13,809,761 1,819,960 15,629,721
(PA 20& 22)
Total Local Shure 3,452,440 454,990 3,907,430
$ 17,262,202 2,274,950 $ 19,537,151
Grant Total
Administration Costs
Maximum Allowable 15.40% 12.00% 15.00%
Administration
Percentage
Maximum Allowable $ 2,657,579 $ 272,994 $ 2,930,573
Administration Amount
8. STAFFING REQUIREMENTS. As Grantee,Contra Costa County operates the
1 lead Start Program, which is administered and staffed by the Community Services
Department.
9. PROGRAM NEER.?. The Community Services Department serves the needs of
low-income children (3-5 years of age under Head Start) and their families, by providing
quality childcare, child development and other services such as medical and dental needs.
10. RELATIONSHIP TO OTHER PROGRAMS, The Community Services
Department's [lead Start program combines federal dead Start and state child
development funding into one cohesive program. The Department also has strong
collaborations with other departments within the County and partners with Community
Based Organizations, local private businesses, schools, non-profits, and volunteer
organizations.
11. PROJECT GOALS. The eight goals identified and approved in last year's Head
Start Continuation Grant application will remain the same for Y2003:
COAL A:
PROVIDE FULL DAY/FULL YEAR SERVICES TO ALL HEAD START ELIGIBLE
CHILDREN AND THEIR FAMILIES WHO DEMONSTRATE A NEED
GOAL B:
TO PROVIDE A COMPREHENSIVE FAMILY LITERACY PROGRAM, WHICH SUPPORTS
READING READINESS IN CHILDREN WHILE IMPROVING LITERACY RATES IN
PARENTS
GOAL C:
TO PROVIDE MEASURABLE, RESULTS-BASED CHILD AND FAMILY OUTCOMES,
WHICH DEMONSTRATE THE EFFECTIVENESS OF THE FACS PROGRAM
GOAL D:
CONTINUE TO PROVIDE LICENSED QUALITY FACILITIES FOR OUR CHILDREN AND
FAMILIES IN ORDER TO MAINTAIN A SAFE AND DEVELOPMENTALLY
APPROPRIATE LEARNING ENVIRONMENT
GOAL E:
TO ENGAGE IN NEW AND INNOVATIVE, FORMAL COLLABORATIONS WITH
CHILDCARE, HEALTHCARE,AND COMMUNITY-BASED PARTNERS TO MAXIMIZE
QUALITY SERVICES TO CHILDREN AND FAMILIES
GOAL F:
`1"O PROMOTE TRAINING AND STAFF DEVELOPMENT OPPORTUNITIES THAT LEAD
TO CREDENTIALS AND CERTIFICATIONS THAT MEET AND EXCEED THE FEDERAL
AND STATE REQUIREMENTS
GOAL G:
INCREASE COMMUNITY AWARENESS OF PROGRAM SERVICES THROUGH THE
DEVELOPMENT OF AN OUTREACH PLAN TO BETTER REACH ELIGIBLE FAMILIES.
COMMUNITY VOLUNTEERS,AS WELL AS RECRUIT ADDITIONAL STAFF AND
INCREASE PARTNERSHIPS.
Goal H:
EN14ANCE EXEMPT PROVIDER CARE BY IMPLEMENTING THE HOME START
INITIATIVE
12. STATED OBJECTIVES. Each of the main goals has directly-related objectives
and outcomes, which will continue for Y2003.
13. ACTIVITY SUMMARY. The Community Services Department has successfully
collaborated with the State of California to provide full day/full year services for Head
Start children who have this need. Several early childhood literacy programs continue to
improve this area of development. The Family Development Matrix has been fully
integrated into the Family Partnership Agreement (implemented in September 2001).
New modulars and classrooms were added in Y2001-Y2002, and more new modulars and
a new building;are being planned for Y2003. These structures have replaced, or will
replace, buildings, which have not met health and safety standards. The Community
Services Department collaborates with a wide range of entities, including universities,
other county departments, community-based organizations and state agencies. Bi-lingual
staff recruitment efforts were increased,and a teacher training program was developed
which was so successful that 85%of the teacher vacancies were filled.
Staff Development includes training and activities in partnership with the three local
community colleges, the Training Institute,the Bay Area Regional Training Center,
Contra Costa Child Care Council, and the Contra Costa Association for the Education of
Young.Children. Outreach efforts are undergoing improvement with the assistance of an
outside consultant firm that specializes in working with governmental and non-profit
groups which serve the low-income population. The Nome Start initiative to enhance
exempt provider care was implemented county-wide earlier this year, and twenty slots are
targeted for Y2002-Y2003.
14. EVALUATION METHOD(S). Measurable, results-based child and family
outcomes have been implemented, such as the required State of California's Desired
Results Developmental Profile, for programs providing services through collaboration
with the State of California Department of Education.
15. CHANGES COMPARED TO PRIOR YEAR(if any). Program Goals,
Objectives, and Outcomes have not changed for Y2002, and will continue for Y2003.
16. POTENTIAL CONTROVERSIAL ISSUES. None. Public perception of the
Head Start programs remain positive. The Parent Policy Council approved submitting
the Continuation Grant application for Y2003, on August 15. 2002,
To: BOARD OF SUPERVISORS �* - *• CONTRA
w COSTA
FROM: John Sweeten, County Administrator " COUNTY
DATE: September 10, 2002
SUBJECT: Contract for FlexTrain and eResource Network Projects
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
RECOMMENDATION(S):
Approve and authorize the County Administrator or designee to execute a contract with Salone Consulting
Group, Inc. in the amount of $86,240 for technical consulting and web hosting services for the County's
FlexTrain online training and eResource Network web site for the period September 16, 2002 through
September 16, 2005.
FISCAL IMPACT:
Project budgeted with Department funds, offset by charges to user Departments.
BACKGROUNWREASON(S)FOR RECOMMENDATIONS):
On July 9, the Board authorized the County Administrator to establish an eResource Network and FlexTrain
internet website that gives departments a framework to deliver a countywide catalog of online training
programs as well as department specific in-house courses as a cost effective approach to the continuing
development of employees' professional workplace shills. In addition to a catalog of online courses, the
website gives departments a means to coordinate in-house training programs with other departments in order
to improve communication and reduce duplication of training. The authorization was part of the Board's
response to the 2001-2002 Grand Jury report that addressed countywide training.
e
CONTINUED ON ATTACHMENT: �Y p'S SIGNATURE:
_ RECOMMENDATION OF COUNTY ADMINISTRATOR—RECOMMENDATIO OF ARD COMMITTEE
PROVE _._OTHER
SIGNATURE(S):
ACTION OF BOA 3'- ; r t er'• f— l ;w APPROVED AS RECOMMENDED s: OTHER
� a 3
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A
UNANIMOUS(ASSENT,ap b �` �� ) TRUE AND CORRECT COPY OF AN
AYES: NOES: ACTION TAKEN AND ENTERED
ABSENT: ABSTAIN ON MINUTES OF THE BOARD OF
SUPERVISORS ON THE DATE SHOWN.
Contact, AI BaNwin, -1305 /
ATTESTED K 1A At/: hr '%J;r )
cc: CAO JQIIN SWEETEN,CLERK OF
Training Institute T14E BOARD OF SUPERVISORS
AND COUNTY ADMINISTRATOR
k r
DEPUTY
BY,� i ; ✓( y i_ r _"
a -
CONTRA COSTA COUNTY
EQUIPMENT9 SOFTWARE & SERVICES
PROCUREMENT AGREEMENT
September 1-0, 200..2
Page I
CCC Dorr\ACh in\phurl
"COUNTY"
CONTRA COSTA COUNTY "CONTRACTOR"
r1
By: ., 4 f' "'�""' B
Chai4pison,t#rd of Supervisors/Designee (Designate Official Business Capacity A)
Date:t By: WIA
Attest: Clerk,Board of Supervisors (Designate Official Business Capacity B)
Mote to Contractor: For corporations(profit or non-profit),the Agreement must be signed by two officers.Signature
A must be that of the President or Vice-President and Signature B must be that of the Secretary or Assistant
Secretary (Civil Code Sec. 11901 and Corporation Code Sec. 323). All signatures must be acknowledged as set
forth on following page.
Page 3
CCC Dorr Adminfturl
ACKNOWLEDGMENT
(STATE OF GAFFO )
L*A�'r-1
(COUNTY OF
On_jbd � 245,'' 462— ,before me, 1 L S ' 'o F-"� — — —
(insert name and title of the officer),personally appeared Michael A.Salone,President or Salone Consulting Group,Inc.
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she, they executed the same in his/her,their authorized
capacity(ies),and that his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)
acted,executed the instrument.
WITNESS MY HAND AND OFFICIAL SEAL,
&—j !��
Signature(Seal)
etN Bobbi J cony
* *MyCcmP-dwaaCC780054
% W Expires OctOW 4,2002
Acknowledgment(by Corporation,Partnership or Individual)
Civil Code Sec. 1189
Page 4
CCC DoMAdminftwl
CONTRA COSTA COUNTY
EQUIPMENT 9 SOFTWARE & SERVICES
PROCUREMENT AGREEMENT
Sept-e er ic, 2002
Page 1
CCC DO t tAdmin\Phurl
CONTRA COSTA COUNT''
EQUIPMENT,SOFTWARE & SERVICES PROCUREMENT AGREEMENT
Dame of Project: Flex Train—eResourceNet Contract No:
Contractor. Salone Consulting Group,Inc. Effective Date:
This Agreement is entered into by and between the Contra Costa County and the above named Contractor,and is effective as of
the date given above.
A. Contractor will provide the County with the Services and Products described in Exhibit A and B in accordance with the
Project milestones contained in Exhibit C, as such exhibits may be modified as provided herein.The Project will be evaluated
and accepted by the County pursuant to the tests,procedures,and criteria set forth in Exhibit D.
B.The attached Terms and Conditions are incorporated into and made a part of this Agreement.
C.The following provisions shall apply to the attached Terms and Conditions:
(1)Authorized Representatives(Section 4.2,6.2.,6.3):
For Contractor Michael A.Salone Telephone: (850)894-8640 "
For County: Alan Baldwin Telephone: .(925)646-2586
(2)Addresses and Fax Numbers for Notices(Section 20.0):
County: Contractor:
Salone Consulting Group,Inc.
^i7 (l ;3 ` �?x+19 c� t l 400 Metropolitan Blvd.
Suite 214
Tailabassee,FL 32308
Fax: t Fax: (850)894-8639
(3)Fixed Price or Other Pricing Basis(Section 3.1):$86.240.00
(4)Reserve Amount for Minor Changes(Section 6.3):$NA
(5)Minimum Amount for Minor Changes(Section 6.3):$NA
(6)Liquidated Damages for Unexcused Delay(Section 13.1)$540.00 per day(50%of daily rate+$200 lost revenue)
(7) Contractor Federal ID# 59-3545560
Page
CCC DaMAdminlPhutl
"COUNTY"
CONTRA COSTA COUNTY "CONTRACTOR"
By. B n `
Chairperson,4d of SupervisomDesignee (Designate Official Business Capacity A)
Date:t_ _ By: `
Attest: Clerk,Board of Supervisors (Designate Official Business Capacity B)
Note to Contractor: For corporations(profit or non-profit),the Agreement must be signed by two officers. Signature
A must be that of the President or Vice-President and Signature B must be that of the Secretary or Assistant
Secretary (Civil Code Sec. 1190.1 and Corporation Code Sec. 313). All signatures must be acknowledged as set
forth on following page.
Page 3
CCC Dorr'Wminfteul
ACKNOWLEDGMENT
(STATE OF C-AL--3� )
(COUNTY OF GONTRA 90"A4
On_, .1tJS ' . " — ,before me,
(insert name and title of the officer),personally appeared Michael A.Salone,President or Salone Consulting Group,Inc.
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she, they executed the same in his/her, their authorized
capacity(ies),and that his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)
acted,executed the instrument.
WITLESS MY LAND AND OFFICIAL SEAL
I AVAJ
Signature(Seal)
It% Bobbi J Coffey
# #►r4Y Comrrsiasion CC780064
' yao+it EW"Octobw4.2W2
Acknowledgment(by Corporation,Partnership or Individual)
Civil Code Sec.1189
Page 4
CCC Dort\Adminfturl
APPROVALS
RECONRf TENDED BY DEPARTNIENT FORM APPROVED
COUNTY COUNSEL
BY. UL
BY.
`4 /A /1,-2
APPROVE: CCOIN `Y AI7IV STRATOR
1
BY:
Page 5
CCC Dol'TMAd 11\Phur2
CONTRA COSTA COUNTY
EQUIPMENT,SOFTWARE,AND SERVICES PROCUREMENT AGREEMENT
TERMS AND CONDITIONS
1.0 DEFINITIONS
1.1 The following general definitions shall apply for the purposes of this Agr VpP Y P
"Agreement" shall mean this agreement.
"Business Day" shall mean Monday through Friday,excluding holidays observed by the County.
"Confidential Information" shall have the meaning set forth m�'c 7.1 X
� is Y
"Contractor"shall mean the person or enti ac r1page of this Agreement.
"County" shall mean the Contra Costa County.
"First Productive Use" shall mean that point in time which County processes "live"customer data with any
functional portion,or total function,of"named" software.
"Four Digit Year Format"shall mean a format that allows entry or processing of a four-digit-year date,where the
first two digits will designate the century and the second two digits will designate the year within the century.
"Disclosing Party'shall have the meaning set forth in Section 7.5.
"Documentation" shall have the meaning set forth in Section 8.4.
"Leap Year"shall mean the year during which an extra day is added to February(February 29).Leap Year occurs in
all years evenly divisible by the number four(4),except that a year that is divisible by 100 is not a Leap Year,unless.
it is also divisible by 400.
"Maintenance"shall mean the providing of technical information,assistance,error correction,repair services,and
repair parts in the manner specified in Exhibit F.
"Minor Changes"shall have the meaning set forth in Section 6.3.
"Products" shall mean the equipment and software listed in Exhibit B and all other equipment and software to be
provided by Contractor pursuant to this Agreement.
"Project"shall mean the task(s)described in Exhibit A
"Receiving Party" shall have the meaning set forth in Section 7.5.
"Section" shall mean a section of this Agreement.
"Services"shall mean all labor to be provided by Contractor or its subcontractors pursuant to this Agreement.
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CCC DoMAdminThurl
"/rear 2000 Compliant" shall mean dates outside the range of 1900-1998,including the years 1999.2000 and
thereafter,encountered and/or processed by the software/firmwarelhardwarelequipment/system will be correctly
recognized, calculated,sorted, stored displayed and/or otherwise processed in any level of computer hardware or
software, including,but not limited to.microcode,firmware, application programs, system:software,utilities, files,
databases and network infrastructure devices.
1.2 Exhibit A hereto contains additional definitions of technical terms to used with this Aezeement and its exhibits.
:.0 FITS ,
The following Exhibits hereto are incorporated into and made a part of this Agreement: ;
Exhibit A Statement of Work
Exhibit B Equipment and Software Deliverable Items;Pricing for Additional Items
Exhibit C Project Milestones and Special Payment Provisions
Exhibit D Performance,and Acceptance Criteria
Exhibit E Indemnification and Insurance Provisions
Exhibit P Maintenance Agreement
Exhibit C License Agreement
Exhibit H Escrow Agreement
Special Conditions
3.0 PPJCING AND PAYMl:2U
3.1 The County will pay Contractor for the Services and the Products in accordance with the pricing set forth in item
C(3)of this Agreement,except as otherwise provided in this Agreement.
3.2 Except as otherwise provided in this Agreement, Contractor will invoice the County and will be paid in
accordance with the provisions of Exhibit C(3)of page 1 hereof.
3.3 All invoices from Contractor will be in a format approved in advance by the County.
3.4 Invoices are payable within 30 days after receipt.
3.5 If this Agreement is designated as a firm fixed-price contract in item C(3) of page 1 hereof, such price shall
include all sales,use,and value-added taxes,freight charges,insurance,licenses,and any other charges related to the
sale or licensing of the Products and the providing of the Services to the County;the total amount invoiced to the
County for the Project shall not exceed the amount set forth in item C(3) on page 1 hereof, unless changes are
approved pursuant to Section 6.0.
3.6 Should the County require additional Products for the Project,they will be provided under the pricing-structure
set forth in Exhibit B and shall be considered changes pursuant to Section 6.0.
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CCC DorrvAdmmThi ri
4.0 PERSONNEL AND SUBCONTRACTORS
4.1 Contractor shall provide qualified personnel to supply the Services for the Project.
4.2 The authorized Representative of Contractor designated on page 1 of this Agreement shall be the County's
normal point of contact at Contractor on matters related to Contractor's performance of the Services hereunder.
Likewise, the County has designated its Authorized Representative who will be the normal point of contact at the
County for Contractor concerning the County's duties and responsibilities hereunder and any interpretation or
proposed modification of this Agreement. The Authorized Representatives for a party may be changed upon written
notice from the party changing the Authorized Representative to the other party. Upon written request by the
County, Contractor will replace Contractor's Authorized Representative.
4.3 Contractor may use the subcontractors designated in Exhibit A to perform that portion of the Services designated
therein for such subcontractors. If Contractor proposes to use any additional or different subcontractors on the
Project,it must receive the County's advance written consent,which will not be unreasonably withheld or delayed.
4.4 Contractor acknowledges that it will be responsible for the performance or non-performance by its
subcontractors of the tasks set forth in this Agreement. Contractor shall contractually require all subcontractors
performing work on the Project to abide by the following provisions of this Agreement: Sections 4.5,4.6, 4.7,4.8,
4.9,5.3,5.4,7.0, 11.0, 17.1, 18.2, 19.0,and 21.1.
4.5 Contractor agrees that the Contractor and subcontractor employees designated as key personnel in Exhibit A will
be assigned to the Project and will be available as necessary to meet the milestones in Exhibit C.Contractor shall not
withdraw or replace such key personnel, and will contractually prohibit its subcontractors from withdrawing or
replacing their key personnel, without the prior written consent of the County, except for the termination of
employment,illness,death,disability,or other similar personal reasons.
4.6 Immediately upon receipt of written notice from the County that any Contractor employee, or employee of a
subcontractor to Contractor,is not performing work on the Project in a satisfactory manner,Contractor will remove
such employee and,within a reasonable period of time,replace such employee with a qualified employee.
4.7 Contractor and its employees,subcontractors, and subcontractors' employees are not and shall not be deemed to
be, employees of the County. Contractor and its subcontractors will be solely responsible for the payment of their
respective employees' compensation, including employee taxes, workers' compensation, and any similar taxes
associated with their employment,
4.8 This Agreement shall not create any partnership or joint venture between the parties. Nothing contained in this
Agreement shall constitute either party as the agent or legal representative of the other for any purpose.No provision
of this Agreement grants either party any express or implied right of authority to assume or create any obligation or
responsibility on behalf of or in the name of the other party, or to bind the other party in any manner or thing
whatsoever.
4.9 Neither parry will,directly or indirectly, solicit or offer employment to any employee of the other party during
the work on the Project by said employee and for one year thereafter.
5.0 ASSISTANCE FROM COUNTY;RULES OF ACCESS AND CHANGE MANAGEMENT
5.1 The County will be providing the level of assistance on the Project as indicated in Exhibit A.
5.2 While on County's premises in connection with the performance of this Agreement, Contractor personnel will
comply with the County's applicable rules with respect to security, conduct and other matters concerning access to
County's premises. Such rules may require in some cases background checks and escorts for Contractor and
subcontractor personnel. On notice from the County, Contractor will remove immediately any",--of its personnel
assigned to perforin work under this Agreement who do not comply with such rules.
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CCC Don%Admhn Phurl
5.3 Unless otherwise requested in writing by the County, that portion of the Project work to be done on County
premises by Contractor and its subcontractors will be performed between the hours.of 7 a.m.and 6 p.m.on Business
Days.
5.4 In performing its duties for the Project, Contractor will comply with the County's standard requirements with
respect to technical and operational change management. It is understood by Contractor that changing the County's
computers, in particular its mainframes, requires advance notice and compliance with established County
procedures.
6.4 CHANGES
6.1 The parties acknowledge that additions, deletions, and modifications to the Products and Services specified
under this Agreement may be required in the manner set forth in this Section.
6.2 No such change, whether major or minor, shall be binding, and Contractor shall not proceed with any change,
unless the change is confirmed in writing and formally executed by the Authorized Representatives of both
Contractor and the County as set forth on page I of this Agreement.
6.3 Minor Changes may be made by the mutual written agreement of the Authorized Representatives of Contractor
and the County without the necessity of a formal proposal and estimates. Minor Changes are those having a price
Iess than the maximum amount for Minor Changes as specified in item C(5)of page I of this Agreement,generally
involve the adding of Products or Services which were not included in Exhibits A or B, and require immediate
implementation to ensure that the Project is not delayed. Minor Changes will be funded from a pool reserve in the
amount specified in item C (4) of page I of this Agreement. Once that fund is depleted, this Minor Change
procedure will no longer be available. If the reserve is not entirely depleted during the Project,tate balance- will,at
the County's option following completion or termination of the Project,either be credited to other work Contractor is
performing for the County or be returned to the County.
6.4 For any change which does not qualify as a Minor Change,the party seeking the change shall inform the other in
writing of the details of the contemplated change and any requested terms concerning the change. For a change of
this type requested by Contractor and involving additional or deleted Services, Contractor shall include a written
proposal containing the cost of the additional or deleted Services involved in the change, and any impacts upon
price,delivery schedule,or other terms.For a change of this type requested by the County,Contractor shall respond
with such a proposal within five Business Days after receipt of a written request for the change. Changes involving
only the addition or deletion of Products can be made pursuant to the provisions of Section 6.2 without the necessity
of a formal proposal and shall result in an adjustment of the Project price in item C(3)of page I hereof according to
the pricing set forth in Exhibits B and C.
7.0 CONFIDENTIAL INFORMATION
7.1 Contractor acknowledges that in the course of performing work on the Project, it and its subcontractors may be
exposed to certain Confidential Information, including without limitation medical records, employment records,
secret passwords to County computer systems,methods of accessing County computers and data,County personnel
data, payroll data, County proprietary software, records and data which are not available to the general public,and
documents marked "Confidential„ or „Proprietary" Other categories of documents considered Confidential
Information by the County shall be specified to Contractor in writing.
7.2 The County acknowledges that Contractor may be disclosing Confidential Information to the County in the
course of performance of the Project,including documents marked"Confidential"or"Proprietary,"provided that the
County agrees prior to disclosure that such information is Confidential Information. Such agreement will not be
unreasonably withheld.
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7.3 Information of a proprietary nature which is disclosed orally to a party hereto shall not be treated as Confidential
Information unless it is stated at the time of such oral disclosure that such information is Confidential Information
and such information is reduced to writing and confirmed as Confidential Information'to the Receiving Party (as
defined below)within 30 days after the oral disclosure.
7.4 Confidential Information does not include (a)information which the party hereto receiving the information(the
'Receiving Party")can prove was known to it at the time of receipt from the party hereto disclosing(the"Disclosing
Party") that information to the Receiving Party, (b) information lawfully received by the Receiving Party from a
third party that is not under an obligation of confidentiality with respect to such information, (c) information which
becomes known to the public other than by a disclosure prohibited by this Agreement, or(d) information which the
Receiving Party can prove was independently developed by it without assistance from access to Confidential
Information.
7.5 The Receiving Party shall use Confidential Information solely for the purposes of the Project and may disclose
Confidential Information to others only upon the advance written consent of the Disclosing Party. The Receiving
Party shall protect Confidential Information with the same degree of care that it regularly employs to safeguard its
own confidential information of life nature from unauthorized disclosure but no less than a reasonable degree of
care. If the Receiving Party is required by a governmental agency, court or other quasi-judicial or other regulatory
body to disclose Confidential Information received udder this Agreement,the Receiving Party shall not be liable for
such disclosure provided that the Receiving Party shall, as promptly as reasonably possible, give notice to the
Disclosing Darty of the requirement to disclose such Confidential Information in order that the Disclosing Party may
contest the requirement that Recipient disclose such Confidential Information.Except as provided in Section 8.0 and
except as required by law,no other disclosure of Confidential Information is authorized under this Agreement.
7.5 Except for Confidential Information contained in documentation prepared for the County by Contractor or its
subcontractors hereunder, upon request by the Disclosing Party, the Receiving Party shall return Confidential
Information to the Disclosing Party,along with all copies and notes spade therefrom.
8,0 RIGHTS IN SOFTWARE AND DOCUMENTATION
8.1 All software from third parties to be provided by Contractor hereunder will be licensed to the County pursuant to
the terms and conditions of the license agreements provided by the publishers of such software.
8.2 Custom software,if any,developed for the County hereunder will be subject to the requirements its Exhibit A.
8.3 With respect to software routines, programs, scripts, or diagrams or.schematics written or formulated by
Contractor or its subcontractors hereunder, Contractor will designate any third-party software tools (e.g.,compilers
or CAD programs)that were used in the development of such software,diagrams,or schematics.It is the preference
of the County that non-proprietary tools be used for the development of such software,diagrams,or schematics,but
if proprietary software tools must be used,then Contractor must provide the County with an object-code version,as
well as available documentation on the use of such tools. The County may use such proprietary tools solely for the
purpose of maintaining and modifying the software,diagrams,or schematics written or formulated by Contractor or
its subcontractors for the Project.
8.4 All documentation required to be developed for the County pursuant to Exhibit A("Documentation')will not be
based on Contractor Confidential Information, unless there is a compelling need and the County agrees in writing.
The County shall own all such Documentation delivered hereunder except for (a) Documentation Contractor can
demonstrate was previously developed by or for Contractor and is not in the public domain; or (b)Documentation
identified in writing by Contractor and proved to the County's reasonable satisfaction as being developed solely with
Contractor resources.
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8.5 With respect to Documentation which is deemed to belong to Contractor in accordance with Section 9.4,
Contractor grants the County a nonexclusive,royalty-free license to use and copy any such Documentation for its
own internal use.The County shall have the right to disclose such Documentation to successor vendors,contractors,
or computer hardware or software maintenance organizations,provided such entities (a) have a need to know such
information for the purposes of modifying, maintaining, or enhancing the County's equipment or software, and (b)
agree not to use such information except with respect to work for the County. Such Documentation will not
otherwise be disclosed outside County government without the advance written consent of Contractor, which shall
not be unreasonably withheld or delayed.
9.0 RISK UE LUSS
Risk of loss or damage for the Products shall pass to the County when the Project -is accepted by the County
pursuant to the provisions of Exhibit D.
10.0 EVR'.INGEMENT PROTECTION
14.1 All royalties or other charges for any patent,copyright,trademark, trade secret,or other proprietary right to be
used in the Project shall be considered as included in the price for the Project. Contractor shall defend, indemnify,
and hold the County harmless against any and all liabilities,judgments, costs, damages, and expenses including
reasonable attorney's fees resulting from a claim or suit against the County for alleged infringement of any patent,
copyright, trademark, trade secret,royalty or license agreement,or other proprietary right arising out of the use by
the County of the Products or Documentation for the purposes intended hereunder. As a condition of such
indemnification, the County,shall promptly inform Contractor of any such claim or suit, allow Contractor or its
suppliers to control the defense against such suit,and cooperate,at Contractor's expense,in the defense against such
suit, provided however, that in no event shall Contractor make any admission of guilt or liability on behalf of
County without County's prior written consent.
14.2 If the County's use of any portion of the Products or Documentation is enjoined by a court of competent
jurisdiction,Contractor shall at its option and expense and within 64 days of the enjoinment:
(a)Procure for the County the right to use such infringing portion;
(b)Replace such infringing portion with a non-infringing portion providing equivalent functionality;or
(c) Modify the infringing portion so as to eliminate the infringement while providing equivalent
functionality.
10.3 Contractor may delegate its responsibilities under Sections 14.1 and 10.2 to the manufacturer of the allegedly
infringing Product,provided Contractor has received the advance written consent of the County. Such consent will
not be unreasonably withheld or delayed.
11.0 INDEMNIFICATION AND INSURANCE
Contractor shall comply with, and require its subcontractors to comply with, the terms and conditions of Exhibit E
related to indemnity and insurance.
12.0 WARRANTIES AND MAPFMANCE
12.1 Products to be provided by Contractor hereunder will be subject to the warranties, if any of the
manufacturers or suppliers of such Products. Contractor will ensure that such warranties are transferred to the
County.
12.2 Contractor will provide maintenance or will arrange for maintenance for Products in the manner specified by
Exhibits A and P.
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12.3 Contractor represents and warrants to the County that, upon payment of the purchase price specified in this
Agreement, the County will have good title to each of the Products, free and clear of all liens, encumbrances, and
claims. Unless otherwise agreed to in writing by the County, only new materials shall be used in each of the
hardware Products provided by Contractor under this Agreement.
12.4 Contractor represents and warrants to the County,that at the time of installation,the software Products will be
free of programming that is intentionally and specifically constructed for the purpose of destroying,interrupting,or
otherwise adversely affecting the software Product's code or other code or data in a computer,such as by replicating
itself or another program many times without any useful purpose.
12.5 Contractor warrants to the County that the Services to be performed by it and its subcontractors hereunder(a)
will be performed in a competent manner by qualified personnel in conformance with industry standards, and (b)
will conform to the performance and acceptance criteria set forth in Exhibit D. This warranty shall remain in effect
during the time the Project is being worked on by Contractor and shall continue in force until 18t1 days after final
acceptance of the Project. In order to qualify for remedial action under this warranty, the County roust report a
warranty failure to Contractor in writing within the warranty period. Contractor shall not be responsible for remedial
action under this warranty to the extent the failure to meet the warranty is caused by modification to the Products by
the County or anyone other than Contractor or its subcontractors, unless under Contractor's or its subcontractors`
direction.
12.6 As Contractor's sole obligation,and the County's exclusive remedy, for failure to meet the warranty in Section
12.5, Contractor will use commercially reasonable efforts to correct the failure, provided the County makes
available to Contractor information concerning the failure. If Contractor is unable,by using reasonable efforts, to
correct the failure within a reasonable period of time, Contractor will refund to the County an equitable portion of
the amounts paid by the County based on the proportion of the Project affected by the failure and the severity of the
failure with respect to the objectives of the Project.
12.7 Contractor warrants and represents to County that all softwareJfixmware/hardware /equipmentlsystems
developed,distributed,installed or programmed by Contractor pursuant to this Agreement:
a) is Year 2000 Compliant; is designed to be used prior to,during, and after the calendar year 2000 AIS;
will operate consistently, predictably and accurately, without interruption or manual intervention, and in
accordance with all requirements of this Agreement:, including without limitation all specification and/or
functionality and performance requirements,during each such time period,and transitions between them,in
relation to dates it encounters or processes;
b) that all date recognition and processing by the software/firmware/bardware /equipment /system will
include the four-digit-year format and will correctly recognize and process the date of February 29,and any
related data,during Leap Years;and
c)that all date sorting by the software/firmware/hardware/equipment/system that includes a"year category'
shall be done based on the four-digit-year format. Upon being notified in writing by County of the failure
of any software/firmware/hardware /equipment/systems to comply with this Agreement, Contractor will,
within 60 days and at no cost to County,replace or correct the non-complying software/firmware/hardware
/equipment/systems with software/firmware/hardware/equipment/systems that does comply with this
Agreement"
12.8 Other systems: To the extent that the software/firmware/hardware/equipment/system will accept data from
other systems and sources that are not Year 2000 compliant, the softwarelfirmware/hardware/equipraent/systern
must properly recognize, calculate, sort, store, output and otherwise process such data in a manner that eliminates
any century ambiguity so that the software/firmware/hardware/equipment/system remains Year 2000 compliant.
12.9 No Disclaimers:The warranties set forth in sections 12.7 and 12.8 above shall not be subject to any disclaimer
or exclusion of warranties or to any limitation of Licensor's liability under this agreement, and shall remain in effect
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through the Year 2000 until termination of this agreement.
1.2.10 Contractor warrants that it has the corporate power and authority and the legal right to grant the licenses
contemplated by this Agreement and neither has nor will enter into agreements or take or fail to take action which
shall restrict Contractor's legal right or ability to grant said licenses.
12.11 NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FrINESS FOR A PARTICULAR PURPOSE,
WILL APPLY.
13.0 DELAYS
13.1 Contractor acknowledges that, should completion of the Project be delayed beyond the date for attainment of
the final milestone stated in Exhibit C,the County will suffer damages equal to the amount set forth in item C(6)of
page I of this Agreement. Accordingly, except to the extent such delay is excused under Section 13.2, Contractor
shall pay to the County the amount of damages set forth in item C(6)for delay of attainment of such final milestone.
13.2 Except for the failure to matte payments when due,neither party will be liable to the other party by reason of
any failure in performance of this Agreement if the failure arises out of acts of God, acts of the other party,acts of
non-County governmental authority, fires, strikes, delays in transportation, riots or war, or any cause beyond the
reasonable control of that party. If any such event delays performance,the time allowed for such performance will
be extended an amount of time equal to the period of such delay.
13.3 If performance under this Agreement is postponed or extended pursuant to Section 13.2 for longer than 60 days
for a reason other than the acts of the County, then the County may,upon written notice to Contractor given during
the postponement or extension,terminate this Agreement.In such case,Contractor shall be paid in accordance with
Section 16.2.
14.0 TERMINATION FOR CONVENIENCE
14.1 The County may terminate this Agreement for convenience by providing Contractor 30 days advance written
notice of such termination. Such notice may direct Contractor to stop work immediately on some portion or all of
the Project and may direct Contractor to continue work until the termination date on other portions of the Project.
14.2 In the event, of termination under this Section 14.0, the County's total payment to Contractor shall be
determined in accordance with Section 16.2.
1.5.0 TERMINATION FOR CAUSE
15:1 It is expressly agreed that this Agreement shall be fully discharged only by the completion of all work and
obligations contracted for,or with the written consent of the County.
15.2 If Contractor fails to begin work on the Project in a timely manner,fails to meet a milestone in Exhibit C by 15
or more days,or fails to carry out or breaches its obligations hereunder(and such failure or breach is not excused by
Section 13.2), the County may terminate this Agreement by giving written notice of intent to terminate to
Contractor.If Contractor has not completely cured its breach within 30 days of the receipt of such notice, then the
County may terminate this Agreement upon the delivery of a written notice of termination to Contractor.
15.3 In the event of termination under this Section, the County may, at its option, return any or all copies of
Documentation. to Contractor which was the subject of the breach. The County's total payment to Contractor
subsequent to termination shall be determined in accordance with Sections 16.2 and 16.3.
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16.0 EFFECT OF TERMINATION
16.1 After receipt of notice of termination, Contractor shad (a) comply with the instructions of the County with
respect to stopping or continuing work until the termination date; (b) place no further orders or subcontracts for
Products or third-parry Services, except as otherwise directed by the County; (c) terminate all orders for Products
and subcontracts to the extent they relate to the performance of work terminated by the notice of termination; (d)
return Products to their suppliers, if requested by the County and permitted by such suppliers, (e) deliver the
Documentation and any custom software to the County in the forth it is then in and not subject to the delivery
acceptance criteria in Exhibit D, and (f) return to the County all County Confidential Information, along with all
copies and notes made therefrom and a certificate signed by Contractor's Authorized Representative evidencing
compliance with this provision.
16.2 After termination pursuant to Section 14.03 or 15.0,the County shall pay Contractor an amount equal to the sum
of the following, less any amounts previously paid to Contractor and any additionalamounts which the County is
entitled to withhold pursuant to Section 16.3:
(a) The amount due Contractor for completion by Contractor of the latest Project milestone set forth on
Exhibit C,as such amount may be adjusted as provided herein due to the addition or deletion of Products or
Services.
(b)An amount for Contractor's and its subcontractors'labor utilized on the Project since completion of that
last completed milestone, billed at Contractor's and its subcontractors' rates as set forth in Exhibit B.
Contractor shall submit a claim for such amount and shall permit the County access to all backup
documents which relate to such claim. The County shall have the right to disallow from such claim any
unauthorized,excessive,or defective labor.
(c)The unpaid balance due for unreturned Products delivered to the County and fees for nonccellable(or
noncancelled by the County) third-party Services authorized by the County prior to the effective date of
termination,to the extent such Products and Services are not covered by Section 16.2(a).
(d)The price to the County permitted under Exhibit B for Products in Contractor's possession which were
delivered to Contractor for the Project in the ordinary course of}performance of this Agreement and which
are not returnable to the supplier (or which the County indicates in writing that it wants); any costs that
Contractor must pay due to Project cancellation as a result of loss of quantity discounts for Products used
solely in the Project.
16.3 If this Agreement is terminated for cause pursuant to Section 15.0, then the County shall be entitled to deduct
the following amounts from any monies to be paid Contractor pursuant to Section 16.2:
(a)A credit for Documentation returned to Contractor pursuant to Section 15.3, with such credit equal to the amount
paid to Contractor for such Documentation prior to termination.
(b)An amount equal to the direct damages the County can prove it suffered as a result of breach of this Agreement
by Contractor,such as the reasonable costs of having problems created by Contractor corrected by a third party.
16.4 Sections 7.0,8.0,9.0, 10.0, 11.0, 12.1,12.3, 12.4, 17.0,and 18.1 shall survive termination of this Agreement
17.0 LEVITATION OF LIABILITY
17.1 EXCEPT FOR THE COUNTY'S PAS OBLIGATIONS HEREUNDER, TETE COUNTY SHALL
HAVE NO LIABILITY TO CONTRACTOR OR ITS SUBCONTRACTOR'S FOR ANY BREACH OR
TERMINATION OF THIS AGREEMENT.
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17.2 EXCEPT FOR'WILLFUL AND INTENTIONAL ACTS, AND EXCEPT AS OTEIERWISE PROVIDED IN
THIS AGREEMENT, NEITHER PARTY SHALT, BE LIABLE TO TIDE OTHER PARTY FOR SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES),INCLUDING,BUT NOT LIMI'TEI)TO,LOST PROFITS OR SAVINGS.
LOSS OF USE OF SERVICES, COST OF- CAPITAL, COST OF SUBSTITUTE SERVICES, DOWNTIME
COSTS,OR DAMAGES AND EXPENSES ARISING OLT OF THIRD PARTY CLAIMS.
18.0 DISPUTES
18.1 Any dispute arising out of or relating to this Agreement,or breach thereof,shall be first submitted to the senior
management of each party for resolution. If the dispute cannot be resolved within 3tf_days after such matter is
referred to senior management, thea the dispute shall be submitted to binding arbitration in Contra Costa County,
California in accordance with the Commercial Arbitration Rules of the American Arbitration Association(„AAA")
then in effect and section 1283.05 of the California Code of Civil Procedure. All discovery must be concluded
within 60 days after the submission to arbitration.The decision of the arbitrator shall be final and may be entered as
judgment in any court of competent jurisdiction. The losing party, as determined by the arbitrator, shall pay the
administrative costs of arbitration.Each party shall bear the cost of its own attorneys'fees, except that the arbitrator
shall have the discretion in appropriate circumstances to require the losing party to pay all or a portion of the
prevailing party's reasonable attorneys'fees.
18.2 Except as provided in the Termination provisions herein, Contractor or its Subcontractors shall not stop work
on the Project,due to a dispute.
19.0 PUBLICITY
Prior to issuing any press release concerning the Project or otherwise making a public statement about the
Project,Contractor shall obtain the County's written approval of the content of such press release or statement. Such
approval will not be unreasonably withheld or delayed. Contractor shall impose this same requirement on its
subcontractors.
20.0 NOTICES
Any notice cinder this Agreement will be in writing delivered by hand,by certified mail(return receipt requested),or
by other competent and reliable courier service(delivery receipt retained), to the other party-at-the address indicited _
in item C(2) of page I of this Agreement or to such other address as may be substituted by notice. Notice will be
effective on the date of receipt.
21.0NON-APPROPRIATIONS OFFUNDS
In the event no funds or insufficient funds are appropriated and budgeted in any Fiscal Year for payments due under
this agreement for the then current or the succeeding Fiscal Year during the term aforesaid, this agreement shall
create no obligation on the County as to such current or succeeding fiscal year except as to the portions of payments
herein agreed upon for which funds shall have been appropriated and budgeted, and no right of action or damages
shall accrue to the benefit of Contractor, its successors or assigns, as to that portion of this agreement which may so
become unenforceable, except County agrees to peaceably surrender possession of the Program Product to
Contractor or its assignee. Contractor or the Agent or their assignees shall have all rights and remedies to take
possession of the Program Product.
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22.0 GENERAL PROVISIONS
22.1 In the performance of duties hereunder;Contractor shall comply,and shall require its subcontractors to comply,
with all applicable federal,state,and local laws,rules, and regulations.
22.2 Neither party may assign this Agreement without the prior written consent of the other party, which consent
will not be unreasonably withheld;provided,however, that Contractor may assign this Agreement without consent
to a successor in interest to all or substantially all of its stock or assets,provided such successor in interest assumes
all of Contractor's obligations under this Agreement.
22.3 If any part or parts of this Agreement are held to be invalid,the remaining parts of this Agreement will continue
to be valid and enforceabI`e.
22.4 The headings in this Agreement are for reference purposes only; they will not affect the meaning or
construction of the terms of this Agreement.
22.5 The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other
persons or legal entities.
22.6 This.Agreement may be executed by the parties in one or more counterparts, each of which when so executed
shall be an original.All such counterparts shall constitute one and the same instrument.
22.7 Each of the parties to this Agreement represents and warrants that it has the power and authority to enter into
this Agreement and perform the action contemplated hereunder,and this Agreement has been duly authorized and is
the valid binding and enforceable obligation of such parties.
2.2.8 This Agreement, including its referenced exhibits, contains the complete and exclusive understanding of the
parties with respect to the subject matter hereof. Except for any terms or conditions of a Request for Quotes or
Request for Proposal that are included by reference in this Agreement, this Agreement supersedes and cancels the
terms and conditions contained in any previous Request for quotes or Request for Proposals of the County, any
prior Contractor negotiations, proposals, or other submissions to the County by Contractor, and any prior oral or
written agreements or representations between County and Contractor concerning the Project.No waiver,alteration,
or modification of any of the provisions hereof will be binding unless in writing and signed by a duly authorized
representative of the party to be bound.Neither the course of conduct between the parties nor trade usage will act to
modify or alter the provisions of this Agreement.
229 This Agreement is entered into and to be performed in the State of California and shall be governed and
construed under the laws of the State of California.
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EXMIT A
STATEMENT OF WORK
1. General Description of Prt► ect
The Project involves the purchase, installation, testing and maintenance of an automated
FlexTrain — eResourceNet system ("Project") which consists of a complete computer system
(including hardware, as well as licensed software and networking software) which is capable of
the functionality as described in the Centra Costa County FlexTrain — eResourceNet Business
Requirement Specification (BRS) dated July 22, 2002. The project will be implemented at the
following sites: SCG offices in Tallahassee,Florida..
2.Prosect Phases
2.1 Ph se 1: Product Hosting and Support
SCG shall:hast and support the FlexTrain-eResourceNet system. The server shall be a dedicated
Dell server located at SCG facilities. SCG.shall configure the hardware, operating system,
database software, Flextraining and SSL. The server shall be configured for a development area,
testing area, and production area. CCC shall have an opportunity to fully test and accept the
system setup.
The server shall have the following configuration.:
Server: PowerEdge 1650
Processor: Intel Pentium III, 1.4 GH7l512K Cache
2nd Processor: Intel Pentium III, 1.4 GHz/512K Cache
Memory: 4 GB SDRAM, 133 MHz 4x1GB D AMs
Operating System: Windows 2000 Server with 5 Client Licenses
Database Software: Microsoft SQL Server 2000
Power Supplies: Dual Redundant 275 Watt Power Supplies
Storage: 3 —73GB 10K RPM 160 SCSI Hard Drives
Controller: RAID on Motherboard,PF..RC3-DI, 128 MB
Hardware Support: 3 Yr Same Day 4Hr Response Parts +Onsite Labor from..De11
Network Adapter: 2 integrated 10/100 NICs
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Tape Backup: 20140GB Taravan
UPS: APC 1400
Software Support: 6-6PM PST via 1800 phone number. Email support is 24x7.
Deliverable(s): Completely configured hardware, operating system,database software,
FlexTraining and SSL.located in three areas: development,testing and production.
Acceptance: CCC reviews and approves hardware and software configuration.
2.2 Phase II: Product Branding
SCG shall provide Contra Costa County with a minimum of 3 product templates for review. The
templates shall be, at a minimum, images of the look of the final product. Contra Costa County
shall markup and provide to SCG for final review within 5 working days. SCG shall modify the
design and provide to Contra Costa County for final review. This process shall continue until
Contra Costa County is satisfied with the product template. Once the final acceptance in writing
by County's Project Manager is received, SCG shall create all template pages for the system.
Deliverable(s): Product website template(s).
Acceptance: CCC reviews and approves a product template.
2.3 Phase III: Database Files
Contra Costa County shall provide SCG with all database files within 10 business days of
contract initiation. The databases that are required are as follows: registrar database, student or
employee database, and organization or department database.
Deliverable(s): The following database files provided by CCC: registrar database, employee
database and organization database.
Acceptance: SCG and CCC shall agree that all required database files were received.
2.4 Phase IV: Data Dictionary
Once all database files are received, SCG shall review all the system data and requirements to
create the data dictionary. The data dictionary shall be provided to CCC for review within 10
working days of the completion of Phase LII. CCC shall be given 5 working days.to review the
database dictionary and report any revisions back to SCG. SCG shall revise the data dictionary
and return to CCC for final acceptance in writing by County's Project Manager. SCG shall
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create the database tables in accordance with the data dictionary.
Deliverable(s): Completed data dictionary and tables.
Acceptance: DoIT database administrator reviews and approves the data dictionary and database
tables.
2.5 Phase V: Import Database Files
SCG shall create the import routines and import the registrar database, employee database and
the organization database. CCC shall have 5 business days to review the imported database.
SCG shall correct any errors that are addressed by CCC. CCC shall approve the imported
database once the review is complete and SCG corrects any errors or omissions.
Deliverable(s): Populated database from Phase M into tables created in Phase N.
Acceptance: CCC reviews and approves populated database.
2.6 Phase VI: Test Scripts
SCG shall design and develop all the test scripts for testing the product. CCC shall provide input
into the system test scripts. The test scripts shall be used during system testing to report any
errors with the system. CCC shall have 5 business days to review the test scripts. SCG shall
correct any errors that are addressed by CCC. CCC shall approve the system test scripts.
Deliverable(s): System test scripts.
Acceptance: CCC reviews and approves system test scripts.
2.7 Phase VH: Flextraining Modifications
SCG shall modify the Flextraining system according to the Contra Costa County Flex Train —
eResourceNet Business Requirements Specifications (BRS) events 1 — 17 provided to SCG and
dated July 22, 2002.
Deliverable(s): Flextraining modifications.
Acceptance: CCC shall Unit Test the Flextraining modifications and approve the modifications.
2.8 Phase VIII: eResourceNet Development
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SCG shall develop the eResourceNet system according to the Contra Costa County Flex Train—
eResourceNet Business Requirements Specifications (BRS) events 1836 provided to SCG and
dated July 22, 2002.
Deliverable(s): eResourceNet development.
Acceptance: CCC shall Unit Test the eResourceNet development and approve the development.
2.9 Phase IX: System Testing
SCG shall test the system and correct any errors that are found. Once SCG is comfortable that
the system is functioning correctly, CCC shall have the opportunity to test the system. CCC
shall be given at least 5 working days to test the system using the test scripts developed in Phase
VI. CCC shall report any errors or bugs to SCG for correction.. Once SCG has corrected all
errors, CCC shall be given 5 more working days until the system is ready to Go Live.
Deliverable(s): Integrated system testing acceptance in writing by County's Project Manager and
CCC acceptance.
Acceptance: CCC accepts the integrated system.
2.10 Phase X: Product Acceptance
CCC shall he given 60 days to fully evaluate and use the system. At this time, CCC shall report
any errors of bugs to SCG. SCG shall address critical bugs within 2 working days and other
bugs within 5 days. SCG shall fix all bugs or errors as needed for the 60 days. After the E0
days, CCC shall accept the system.
Deliverable(s): Final acceptance in writing by County's Project Manager.
Acceptance: CCC shall provide final acceptance in writing by County's Project Manager to the
system. The total all-inclusive cost of this contract, including hardware software,labor and
services,maintenance, applicable taxes,travel per diem and administrative expenses shall.not
exceed$100,000.
3.Proiect Control and Schedule
Contractor will provide experienced management, administration, and support staff to ensure
successful completion of the Project. Contractor support shall include the following functions
and services: _t
a.Administrative Control
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......................................................................
Contractor will maintain schedule, budget, and cost information appropriate to the successful
management of the contract on program status and planned activities. This information includes
an ongoing analysis of cost and schedule variances.
b. Implementation Schedule
Contractor and the County shall perform their duties and responsibilities hereunder in accordance
with the schedule in Exhibit C as modified by the Implementation Plan. Contractor and the
County acknowledge that prompt performance of all services hereunder is required. Each party
will use its best efforts to meet such deadlines and shall give the other party prompt notice of any
anticipated delays in meeting such deadlines.
c. Reviews, Reports, and Meetings
During the term of the Project, Contractor will conduct a project status review with the County
approximately every two weeks or as otherwise agreed. These reviews will include a discussion
on the status of the Project, including details on technical issues-;schedules, problems and
potential problems, and recommended solutions to such problems. In connection with such
meetings, Contractor will draft a report covering the foregoing topics and give it to the County in
advance of the meeting. In addition, Contractor will attend such other technical and
programming meetings and produce such reports concerning the Project as requested by the
County.
d. Project Schedule
ID Task—Name Duration Fred Start Finish
1 Contract Initiation 0.5 days 9/16/2002 9/1612002
2 Purchase Hardware and Software 15 days 1 9/16/2002 10/7/2002
3 Project Management 141.5 days 1 9/16/2002 4/21/2003
4 Phase 3: Server Configuration 2.5 days 2 10!7/2002 117/9/217172
5 install Hardware 1 day 2 10/7/2002 10/8/2002
6 Install and Configure Software 1 day 5 10/8/2002 117/9/2002
7 SSL Setup 0.5 days 6 10/11121302 10/9/2002
8 Software and Hardware Acceptance 0 days 7 10/912002 10/9/2002
9 Phase Ii: Brand Product(F1'and eResourceNet) 30 days 1 9/16/2002 10/28/2002
10 Create Templates 7 days 1 9/16/2002 9/25/2002
11 Review Templates 5 days 10 -31 /2002 10/2/2002
12 Create Templates(FINAL) 3 days 11 10/2/2002 10/7/2002
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13 Review Templates (FINAL) 5 days 12 1017/2002 10/1412002
14 Approve Templates (FINAL) 0 days 13 10/14/2002 10/14/2002 ;
15 Look and Feel from Template 5 days r 14 10/14/2002 10/21/2002
16 Custom Graphics from Template 5 days 15 10/21/2002 10/28/2002
17 Phase III: Database Files 15 days 1 9/16/2002 ' 10/7/2002
18 Collect Database Files 10 days 1 -_ 9/1612002 9/30/2002
19 Provide Registar Database Files 0 days 18 9/30/2002 9/30/2002
20 Provide Student Database Files 0 days 18 9/30/2002 9/30/2002
21 Provide Organization Database Files 0 days 18 9/30/2002 9/3012002
22 Review Database files 5 days -21 9/30/2002 10/7/2002
23 Phase IV: Data Dictionary 15 days 22 1017/2002 10/28/2002
24 Create Data Dictionary 5 days 22 1017/2002 10/14/2002
25 Review Data Dictionary 5 days 24 10/14/2002 10/21/2002
26 Revise Data Dictionary 1 day 25 10/21/2002 10122/2002 '
27 Create/Update Database Tables 2 days 26 10122/2002 10/24/2002
28 Review Database Tables 2 days 27 10/24/2002 10/28/2002
29 Approve Data Dictionary and Tables 0 days 28 10/28/2002 10/28/2002
30 Phase V: Import Database Files 13 days 23 10128/2002 11/15/2002
31 Import Data Routines 5 days 23 10128/2002 11/4/2002 l
}
32 Cleanup data 3 days 31 11/4/2002 11/7/2002
33 Review Database Files 5 days 32 11/7/2002 11/15/2002
34 Approve Database Import 0 days 33 11/15/2002 11/15/2002
35 Phase VI: Test Scripts 25 days 23 10/28/2002 12/6/2002
36 Create Test Scripts 15 days 23 10/2812002 11/19/2002
37 Review Test Scripts 5 days 36 11/19/2002 11/26/2002
38 Create Test Scripts(FINAL) 5 days 37 11/2612002 12/612002
39 Approve Test Scripts 0 days 38 12/6/2002 12/6/2002
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40 Phase VII; PlexTraining Modifications 22.5 days 30 11/15/2002 12120/2002
41 Setup authorized user structure 2 days 30 11/15/20012 11/19/20032
42 Passwords 2 days 41 11/19/2002 11121/2002
43 Change Passwords (Admn, Coordinators, Students) 1 day 41 11119/20012 11/20/2002
44 ; Password Encryption 0.5 days 43 11/203/2002 11/2012002
x
45 Email Passwords 0.5 bays 44- 1112112002 11121/20102
46 Customize Enrollment Screen 1 day 42 11/21/2002 11/22/2002
47 Administrator Updates Organizations 1 day 46 11122120012 11/25/2002
48 4 Retain student data for administrator screen 1 day 47 11/2512002 11/26/2002
49 Create custom reports 5 days 48 11126/20032 1216/2002
-SO
Update student org data faun 1.5 days 49 1216/2032 12/9/2002
51 Import dept/org file 1 day 50 12/10/20012 12/10/2002
52 Print Course Flyer 1.5 days 51 12/11/2002 12/12/2002
53 Search FT Course Catalog 1 day 52 12/12/2002 12/13/2002
54 Add email to registration process 1 day 53 12/1312002 12/16/20012
55 Check Sys#em Compatibility 1 day 54 12/16/2002 12/1712002
56 Forgot Password Sutton 03.5 days 55 12/17/2002 12/17/2002
57 Create Waiting List 1 day 56 12/18/2002 12/18/2002
58 Unit Testing 10.5 days 35 12/6/2002 12/20/2002
59 Approve Flextraining Modifications 0 days 58 12/20/2002 12/2012002
60 Phase VIII: eResourceNst Development 22.5 days 30 11/1512002 12/20/2002
61 Setup authorized user structure 2 days 30 11/15/2002 11/1912002
62 Update authorized user 1 day 61 11/1912042. 11/20/2002
63 Update Department Table 1 day 62 11/20/2002 11/21/2002
64 Update Training Coordinator 0.5 days 63 11121/2002 11/21/2002
65 Update Course 1 day 64 11/22/2002 11/22'2002
66 Delete Course 0.5 days 65 11125/2{302 11/2512002
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i 67 Update Course Session 0.5 days 56 11/25120032 11/25/2002
68 Update Talent 0.5 days 67 11/26/2002 11/26/2002
69 Update Spaces 0.5 days 68 11/26/2002 j 11/26/2002
70 Update Topic Area 0.5 days 69 12/2/2002 12/2/2002
71 Update Credit 0.5 days t 70 12/2/2002 12/212002
72 Update City 0.5 days 71- 12/3/2002 1213/2002
73 Update region 0.5 days 72 12/312002 i 12/3/2002
74 View Talent Courses 0.5 days 73 1214/2002 12/412002
75 View Catalog 2 days 74 12/4/2002 12/6/2002
76 View Catalog 0.5 days 74 1214/2002 12/412002
177 Search catalog 1.5 days 76 1215/2002 12/6/2002
178 view Monthly calendar 3.5 days 75 12/6/2002 12/11/2042
179 Create interactive Calendar 2 days 75 12/612002 12110/2002
80 create Mouse Overs for Courses 1.5 days 79 12/10/2002 1211112002
81 View Session Details 1 day 78 12/12/2002 12/12/2002
82 View list of training coordinators by department 0.5 days 81 12/13/2002 12113/2002
83 View Talent 1.5 days 82 12/13/2002 1211,6/2002
i
84 View Talent 0.5 days 82 12/13/2002 12113/2002
85 Search Talent i day 84 12/16/20102 12/16/2002
86 Search Spaces 1 day 83 12117/2402 12/1712002
87 Unit Testing 10.5 days 35 121612002 1212012042
88 Approve eResourceNet Development 0 days 87 12/20/2002 12/2012002
89 Phase IX: System Testing 15 days 40,60 1/212003 1/2412003
90 Tl System Testing 5 days 40,60 1/212003 1/10/2003
91 System Modifications 5 days 94 1/13/2003 1/17/2403
92 Tl System Testing(Retest) 5 days 91 112012003 11/24/2003
93 Approve System Testing 0 days 92 1/24/2003 1/24J2003
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94 G o Live 0 days 89 1/24/2003 1/24/2003
95 Phase X: Product Acceptance 61 days 1127/2003 4121/2003
96 , Acceptance Testing 60 days 94 1127/2003 4/2112003
97 Modifications as needed 60 days 94 112712003 4/1812003
j 98 Final acceptance 0 days 95 412112003 4121/2003
99 On Going Hosting and Support 784 days 98 4122/2003 4121/2006
4. Soo tww
a. Licensing Terms
The software provided under the Agreement shall be referred to as the "FlexTrain-eResourceNet
Software." The FlexTrain-eResoureeNet Software is licensed to the County pursuant to the terns
and conditions of the license agreement(s) attached hereto as Attachment 1 and shall include any
Customizations as referred to in Section 4.b below.
b. Customizations to Contractor's Base Software
County and Contractor agree to customizations of the Contractor's base software as detailed in
Exhibit B. These customizations shall be considered as part of the Contractor's base software for
the purpose of any future upgrade or release of that base software. In particular, Contractor
explicitly agrees to support these customizations under its standard licensing and maintenance
agreements.
c. Source Code Escrow
Source Cade Escrow shall not be used— each time a significant programming change is made a
full tape backup of the entire server shall be sent to the Training Institute.
S. Software Support
a.Programming Assistance
Contractor shall provide Programming assistance to the County as requested by the County and
at the rates specified in Exhibit B.
b. Telephone Support
Software telephone support will be provided pursuant to the provisions of Exhibit-F.
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6.Data Conversion
Contractor shall provide programming assistance as specified in Exhibit B.
7. Technical Documentation
Contractor shall produce and deliver to the County for review and approval at least six copies of
a comprehensive user manual for the Project and at least five copies of any technical manuals
provided with the Project (system administration manual, programming manual, and the like).
These may be provided in electronic format. Contractor shall also give the-County an electronic
version of such documentation in a mutually agreed upon format including a format which can
be loaded on a server for Countywide on-line access. Such versions may be reproduced by the
County for use only by County personnel and contract workers without further compensation to
Contractor. All manuals provided with the hardware provided under the Agreement shall also be
provided to the County in both electronic and hard copy media. Updates to the foregoing
manuals shall be provided to the County without charge.
8.T'rainin
Training shall be provided via user manuals and telephone support for the Training Institute.
The Training Institute shall develop training for FlexTraining and eResourceNet users.
9. Additional Consulting
Any consulting requested by the County, which is not covered by the Project, shall be provided
at the rates set forth in Exhibit B.
10.Acceptance Testina<
The Project as delivered and installed by Contractor will be tested in accordance with the
provisions of Exhibit D.
General Warranties
The Contractor warrants (a) the hardware sold hereunder and all of its parts and components are
new and unused, (b) Contractor has good title to that hardware, free from liens and
encumbrances, and that full use of the hardware shall pass to County upon payment in full of the
purchase price for Phase I of the Project, and (c) County shall have all the rights of a direct
purchaser of the hardware from the manufacturer (e.g., update rights, patent Indemnification,
etc.). Note: Vendor shall retain all hardware at the end of the project.
12. Maintenance
The Project will be maintained pursuant to the terms of Exhibit F. Service and parts will be
provided at no cost to the County for 12 months after the acceptance in writing by County's
Project Manager of the Project by the County. Contractor represents and warrants that the
hardware sold hereunder qualifies for service under its manufacturer's standard warranty and
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past-warranty maintenance. Contractor will provide County with all necessary documentation to
activate such warranty and past- warranty maintenance. Vendor will maintain hardware at
vendor's physical,site location in Florida"
13. Relocation ofPry
The County shall have the right to relocate the Project to another County site in Contra Costa
County Capon written notice to Contractor. The County shall also have the right to transfer the
Flextrain-eResourceNet software to another County computer system upon written notice to
Contractor. County may, at its option, and at no additional fee, elect to-transfer the software to a
different computer architecture of its choice which is supported by Contractor by providing
written notice to Contractor of such transfer.
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EHiBBIT B
EQUIPMENT AND SOFTWARE DELIVERABLE ITEMS
PRICING FOR ADDITIONAL ITENIS
1. hardware and Software —
The hardware configuration shall be the following:
Server: PowerEdge 1650
Processor: Intel Pentium 111, 1.4 GHz/512K Cache
2nd Processor: Intel Pentium III, 1.4 GHz/512K Cache
Memory: 4 GB SDRAM, 133 MHz 4x1GB DRVfMs
Operating System: Windows 2000 Server with S Client Licenses
Database Software: Microsoft SQL Server 2600
Power Supplies: Dual Redundant 275 Watt Power Supplies
Storage: 3 —73GB 10K RPM 160 SCSI Hard Drives
Controller. RAID on Motherboard,PERC3-DI, 128 MB
Hardware Support: 3 Yr Same Day 411r Response Parts +Onsite Labor from Dell
Network Adapter: 2 integrated 10/100 NICs
Tape Backup: 20/40GB Taravan
UPS: APC 1400
Software Support: 6-6PM PST via 1-800 phone number. Email support is 24x7.
The software shall be Windows 2004 server, SQL server 2000, sixty (60) CAL licenses and
FlexTrain. All hardware and software listed above shall be provided at a not to-exceed price of
$14,850, including all taxes, freight and setup charges;
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2.Labor Charles,
Y ilestone 1Y'iilestone Labor
Date, Charge
Milestone 1 —Provide Database piles(Phase I1 ). 09/30/2002 $0.00
Milestone 2—Software and Hardware Acceptance(Phase 1). 10/09/2002 $11,850.00
Milestone 3 —Approve Product Template(phase 11). 10/14/2002 $11,158.50
Milestone 4—Approve Data Dictionary and Piles (Phase IV). 10/28/2002 $7,439.00
Milestone 5—Approve Database Import(Phase V). 11/15/2002 $7,439.00
Milestone 6—Approve System`fest Scripts (Phase VI). 12/06/2002 $3,719.50
Milestone 7—Approve Flextraining Modifications (Phase VII). 121203/2002 $9,2.98.75
Milestone 8—Approve eR.esourceNet Development(Phase VIII). 12/20/2002 $9,298.75
Milestone 9—Approve System Testing and Go Live(Phase IX). 01/24/2002 $11,158.50
Milestone 10—Final Acceptance(Phase X). 04/21/2002 $14,878.00
3.mare and Software Maintenance
Hosting, and hardware and software support and maintenance shall be provided to CCC for
annual cost of$11,850.00. The hosting, support and maintenance annual cost shall be based on a
three (3) year contract. The annual cost shall remain the same for the first three years of the
contract.
4. Additional Training
Training not included in the contract price will be provided by contractor at a rate of$80 per
hour.
5. Addi4r�nal Consul
Consulting not included in the contract price will be provided by contractor at a rate of$85 per
hour.
6. Other-Casts
All reasonable travel costs associated with this project shall be borne by the County not to
exceed an amount agreed on by the Training Institute.
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7. Additional Hardware and Software
All hardware additions that are under warranty shall not incur a fee to the County. All hardware
additions that are not under warranty shall be billed at actual cost for the hardware and a fee of
$85 per hour for installation. There shall be a 2 hour minimum charge for installation. All
software additions shall be provided by the contractor at a rate of$85 per hour.
8.Best Pricina
Contractor represents and warrants that the license, maintenance, training, consulting, data-
conversion, and other fees listed herein and the prices charged for the hardware are the most
favorable fees and prices Contractor offers to its customers. The best pricing provisions of this
Section shall also apply to future purchases of software licenses, maintenance, training, data-
conversion services, hardware and other services and products purchased by the County from
Contractor.
9.Expenses
Contractor's telephone and other office expenses are included in the costs listed above and are
not reimbursable.
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...X.X
EDIT C
PROJECT MILESTONES
AND SPECIAL PAYMENT PROVISIONS
Milestone Milestone Date
Milestone 1 —Provide Database Files (Phase 111). 09/30/2002
Milestone 2—Software and Hardware Acceptance (Phase I). 10109/2002
Milestone 3 --Approve Product Template (Phase 11). 10/14/2002
Milestone 4—Approve Data Dictionary and Files (Phase IV). 1012812002
Milestone 5—Approve Database Import(Phase V). 11/1512002
Milestone 6-=Approve System Test Scripts(Phase VI). 12/06/2002
Milestone 7—Approve Flextraining Modifications (Phase VII). 12120/2002
Milestone 8—Approve eResourceNet Development(Phase VIII). 12/20/2002
Milestone 9—Approve System Testing and Go Live(Phase IX). 01124/2002
Milestone 10--Final Acceptance(Phase X). 04/2112002
Phase I: Product Hosting and Support
SCG shall hast and support the FlexTra m-eResoureeNet system. The server shall be a dedicated Feil
server located at SCG facilities. SCG shall configure the hardware, operating system,database software,
Flextraining and SSL. The server shall be configured for a development area, testing area, and
production area,. CCC shall have an opportunity to fully test and accept the system setup.
Phase U: Product Branding
SCG shall provide Centra Costa. County with a minimum of 3 product templates for review. The
templates shall be, at a minimum, images of the look of the finial product. Contra Costa County shall
markup and provide to SCG for final review within 5 working days. SCG shall modify the design and
provide to Contra Costa County for final review. This process shall continue until Contra Costa County
is satisfied with the product template. Once the final acceptance in writing by County's Project
Manager is received, SCG shall create all template pages for the system.
Phase III. Database Files
Contra Costa County shall provide SCG with all database files within 10 business days of contract
initiation. The databases that are required are as follows; registrar database, student or employee
database, and organization or department database.
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Phase IV: Data Dictionary
Once all database files are received, SCG shall review all the system data and requirements to create the
data dictionary. The data dictionary shall be provided to CCC for review within 10 working days of the
completion of Phase III. CCC shall be given 5 working days to review the database dictionary and
report any revisions back. to SCG. SCG shall revise the data dictionary and return to CCC for final
acceptance in writing by County's Project Manager. SCG shall create the database tables in accordance
with the data dictionary.
Phase V. Import Database Files
SCG shall create the import routines and import the registrar database, employee database and the
organization database. CCC shall have 5 business days to review the imported database. SCG shall
correct.any errors that are addressed by CCC. CCC shall approve the imported database once the review
is complete and SCG corrects any errors or omissions.
Phase VI: 'fest Scripts
SCG shall design and develop all the test scripts for testing the product. CCC shall provide input into
the system test scripts. The test scripts shall be used during system testing to report any errors with the
system. CCC shall have 5 business days to review the test scripts. SCG shall correct any errors that are
addressed by CCC. CCC shall approve the system test scripts.
Phase VII:Flextraining Modifications
SCG shall modify the Flextraining system according to the CCC Flex Train — eResourceNet Business
Requirements Specifications (BRS) events 1 - 17 provided to SCG and dated July 22, 2002.
Phase VIII: eResourceNet Development
SCG shall develop the eResourceNet system according to the CCC Flex Train—eResourceNet Business
Requirements Specifications (BRS) events 18-36 provided to SCG and dated July 22, 2002.
Phase IX: System Testing
SCG shall test the system and correct any errors that are found. Once SCG is comfortable that the
system is functioning correctly, CCC shall have the opportunity to test the system. CCC shall be given
at least 5 working days to test the system using the test scripts developed in Phase VI. CCC shall report
any errors or bugs to SCG for correction. Once SCG has corrected all errors,CCC shall be given.5 more
working days until the system is ready to Go Dive.
Phase X: Product Acceptance
CCC shall be given 60 days to fully evaluate and use the system. At this time, CCC shall report any
errors of bugs to SCG. SCG shall address critical bugs within 2 working days mad other bugs within 5
days. SCG shall fix all bugs or errors as needed for the 60 days. After the 60 days, CCC shall accept
the system.
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EXHIBIT D
PERFORMANCE AND ACCEPTANCE CRITERIA
1. Performance Criteria
The Contractor shall submit a proposed acceptance-testing plan for review and approval by the County.
The plan should adopt the performance criteria and functionality as set forth in the Technical
Specification as.accepted by the County and the user manual for the FlexTrain-eResourceNet software.
2. Testing and Acceytaunce. The Contractor's proposed acceptance-testing plan must include the
following subjects at a minimum:
a. Functional Testing
In conjunction with the County, Contractor shall develop tests, which check the compliance of the
Project with the functionality and performance described in the performance criteria. Such tests shall be
submitted to the County for review and approval. After approval of the tests, Contractor shall run the
tests in the presence of County personnel designated by the County.
b. Stress Testing
In conjunction with the County, Contractor shall develop tests, for review and approval by the County,
which simulate the County's future projected conditions of continuous heavy use of the Project and/or
sudden bursts of traffic under different patterns of usage.
c. Real-Time Testing
In conjunction with the County, Contractor shall develop tests to evaluate the Project in a real-time
environment at the County with all data loaded into the system after successful completion of functional
testing and stress testing. Such tests shall last at least 30 days and shall measure Project performance in
accordance with the acceptance criteria.
d. Recovery'Testing
In conjunction with the County, Contractor shall develop tests, for review and approval by the County,
which demonstrate recovery of databases and program fides. Contractor shall guarantee that the
database and program files_shall be recovered within 48 hours if a system failure shall occur. The
Business Continuity Plan shall be developed by the Training Institute.
e. Evaluation
At the conclusion of each of the tests described above, the County must promptly inform Contractor in
writing if the Project has passed or failed to pass the test. If the Project does not pass all aspects of the
test, the County shall provide Contractor detailed information with documented examples concerning
the failure to pass the test. If within 30 days after receipt of such written notice, Contractor is not able to
remedy the cause of the failure to pass the test, then the County shall have the right to return the Project
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Please refer to Exhibit A, 3d (Project Plan)for detail on the project plan schedule.
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ccc voMAdmin wi
to Contractor, within 90 days after the date of such written notice to Contractor, for a full refund of the
price paid by the County for the project.
f. Auditing
The County reserves the right to audit and visit the remote site at anytime. The vendor needs to retain
our information for a 60 day period after contract termination, and the vendor will assist the County in
any future migration with any future bid that may end up with another vendor.
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CCC I3csMAdmmlPhur3
EXREBI<T E
LNDE�N-,MTY AND LNSURANCE
CONTRA COSTA COUNTY
CONTRACTUAL,TERMS AND CONDITIONS
Indemnity
The Contractor shall indemnify, defend, save and hold harmless the Contra Costa County
(hereinafter "County") its officers, agents and employees from any and alll claims, costs and
liability for any damages, sickness, death, or injury to person(s) or property, including without
limitation all consequential damages, from any cause whatsoever arising directly or indirectly
from or connected with the operations or services of the Contractor or its agents, servants,
employees or subcontractors, hereunder, save and except claims or litigation arising through the
sole negligence or sole willful misconduct of the County or its officers or employees. Contractor
will reimburse the County for any expenditures, including reasonable attorneys' fees, the County
may make by reason of the matters that are the subject of this indemnification, and if requested
by the County will defend any claims or litigation to which this indemnification provision
applies at the sole cost and expense of the Contractor.
Insurance
During the entire term of this Contract and any extension or modification thereof, the Contractor
shall keep in effect insurance policies meeting the following insurance requirements unless
otherwise expressed in the Special Conditions.
a. Liability Insurance. The Contractor shall provide comprehensive liability insurance, including
coverage for owned and non-owned automobiles, with a minimum combined single limit
coverage if $500,000 for all damages, including consequential damages, due to bodily injury,
sickness, or disease,or death to any person or damage to or destruction of property, including the
loss use thereof, arising form each occurrence. Such insurance should be endorsed to include the
County and its offices and employees as additional insured as to all services performed by
Contractor under this Agreement. Said policies shall constitute primary insurance as to the
County, the State and Federal Governments, and their officers, agents, and employees, so that
other insurance policies held by them or their self-insurance program(s) shall not be required to
contribute to any loss covered under the Contractor's insurance policy or policies.
b. Workers Compensation. The Contractor shall provide workers' compensation insurance
coverage for its employees.
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c. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s) of
insurance evidencing liability and worker's compensation insurance as required herein no later
than the effective date of this Contract. If the Contractor should renew the insurance policy(ies)
or acquire either a new insurance policy(ies) or amend the coverage afforded through an
endorsement to the policy at any time during the term of this Contract, the Contractor shall
provide (a) current certificate(s)of insurance.
d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall
include a provision for thirty (30) days written notice to County before cancellation or material
changes of the above-specified coverage.
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EXHIBIT F
NVIA NTENANCE AGREEMENT
This Maintenance Agreement is made this 16th day of September 2002 by and between („Contractor")
a corporation,and Contra Costa County(the "County")
1. DEFINITIONS
a. " System"means description of the system.
b. "Hardware" means the equipment portion of the Project,which is listed on the attached
Schedule as it may be amended.
C. "Vendor Software" means Proprietary Software and Third-Party Software which are
part of the Vendor offering(s) and which are listed on the attached Schedule as it may
be amended.
d. "Custom Software" shall have the meaning set forth in Exhibit A to the Agreement of
which this Maintenance Agreement is a part.
e. "Major Malfunction" means the failure of the host computer for the Project to function
in accordance with the Project user manual or the failure of all terminals or workstations at a County
Project site to function in accordance with the Project user manual in such a manner as to render the
Project host or Project site effectively unusable.
f. "Proprietary Software" means Software, which is developed by or licensed to
Contractor and is maintained by Contractot.
g "Third-Party Software" means software, such as operating system software which has
been developed and which is maintained by a party other than Contractor.
h. "Workaround"means a recommended change in the standard procedures for use of the
vendor software to avoid an error without significantly impairing performance of the vendor software.
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ccc Dortra ePmuri
i. "First Productive Ilse" means that point in time which County processes "live,
customer data with any function portion, or total function, of the vendor software.
?. COVERAGE AND GENERAL,MARNENANCE RESPONSIBILITIES
a. In accordance with the terms and conditions of this Maintenance Agreement,
Contractor will provide the County with the maintenance services described herein for the FlexTrain-
eResourceNet Hardware and Software listed on the attached-Schedule tine. Additional FlexTrain-
eResourceNet Hardware and Software may be added upon written notice from the County to
Contractor and payment of the applicable fee as calculated in accordance with Section 8c hereof
FlexTrain-eResourceNet .Hardware and Software may be deleted from coverage under this
Maintenance Agreement upon written notice from the County to Contractor.
b. The County acknowledges that Contractor may be an agent or contractor for the
manufacturer of FlexTrain-eResourceNet Hardware for the repair of that hardware or may arrange for
that hardware to be repaired by the manufacturer's authorized repair facilities. Such arrangement shall
not relieve Contractor of its obligations for maintenance and support of the entire Project. Contractor
represents and warrants that the FlexTrain-eResourceNet Hardware and Third.Party Software qualifies
for service under its manufacturer's or publisher's standard warranty and post-warranty maintenance.
Contractor will ensure that all necessary documentation is executed to activate such warranty and post-
warranty maintenance.
C. During the term of the term of this maintenance Agreement, the Contractor will be
responsible for ensuring that the Software, when used: in accordance with the applicable
Documentation, will perform all the functions listed in:, and operate substantially in accordance with
(a) the Technical Specification and (b) the applicable user manuals provided with the software.
Contractor's sole obligation under this warranty will be to repair promptly the software or provide the
other remedies set forth in Section 4 of this Maintenance'Agreement. As part of its obligations
hereunder, Contractor "shall check for and remove, at least once each 30 days, any "harmful code,"
defined as programming that is intentionally and specifically constructed for the purpose of
destroying, interrupting, or otherwise adversely affecting other code or data in the Project, such as by
replicating itself or a another program many times without any useful purpose.
3. MAINTENANCE AND SUPPORT SERVICE
a. Contractor shall provide telephone support to the County concerning the use of the
Project.
b. Contractor shall provide remote diagnostic analysis of software'problems via modern
and correction of such problems remotely or on-site, if necessary. Contractor will provide without
charge all labor and parts for the FlexTrain-eResourceNet Hardware necessary for keeping the System
in good working order. The hardware shall be covered by Dell's award winning support. The support
shall consist of on-site 3 year same day 4 hour response and parts from Dell.
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C. Contractor shall exercise commercially reasonable efforts to correct any replaceable
error in the Proprietary software reported by the County, which causes the Software to fail to operate
substantially in accordance with the.Business Requirement Specifications Dated July 22, 2002.
Contractor will attempt to correct as soon as possible errors, which cause a Major Malfunction or
materially restrict the full use of the Software when used in accordance with its user manual. For such
errors, Contractor will use its best efforts to develop a temporary Workaround until a permanent
correction can be effected. Temporary workarounds will be made permanent corrections in the next
release of the Proprietary software. For other errors in the Proprietary Software, Contractor will use
reasonable efforts to include a correction in the next release of the Proprietary Software, which should
be issued within six 'months after discovery of such error. Contractor shall provide all updates,
enhancements, and improvements to the Proprietary Software described in the Business Requirement
Specifications Dated July 22, 2002, and installation support without charge. Contractor shall provide
release nates and revised documentation. All items described within the Business Requirement
Specifications shall be considered within scope of the project, and shall be covered. All items that are
outside the scope of this project shall not be covered.
d. Contractor will promptly report errors in Third-Party Software of which it is aware to
the publisher of the Third-Party Software for correction. Contractor will, without charge, arrange for
the County to obtain promptly and will install all updates, enhancements, and improvements to Third-
Party.Software and engineering changes to FlexTrain-eR.esourceNet Hardware which are provided by
the third-party publisher or manufacturer. Contractor shall.provide the County with release nates and
revised documentation therefore,which are provided to it by the publisher or manufacturer.
e. .Any modification to the Custom Software which is required;to ensure compatibility
with updates, enhancements, and improvements to the Proprietary Software or Third-Party Software
shall be accomplished'by Contractor as part of maintenance charge to the County. Any resulting
necessary revisions to the documentation for the Custom Software will be furnished to the County
without charge.
4. ESCALATION PROCEDURES; REMEDIES
P1—'Critical
Major System/Component down
Many employees affected
Immediate/Continuous resolution
4 hour restorable target
P2—Major
Major System/Component degraded
Many employees affected
Page 44
cee DoMkdminThurl
Start resolution within 2 hours
I Business Day restorable target
P3—Serious
Single/Few customer(s) affected
Hardware for parts not stocked locally
Start resolution within 4 hours —
3 Business Days restorable target
P4—Negotiable
Long-term workaround available
Enhancement Change request
Start work within 2 days
For PI and-P2 priority problems a fee of 540.00 per day(50% of daily rate+$200 lost revenue)
S. SERVICE HOURS AND RESPONSE TIMES
a. Except as otherwise provided herein, Contractor shall provide the services set forth in
Section 3 hereof between the hours of 5:00 a.m. to 6:00 p.m., Pacific Time, Monday through Friday,
excluding County holidays.
b. Contractor will use its best efforts to respond to a request for services within 60 minutes
via telephone after receipt of such inquiry. If on-site diagnosis or service is necessary, then.Contractor
will use its best efforts to arrange for such diagnosis or service to take place by a Contractor
authorized representative within two business days after a determination is made that it is necessary.
C. Contractor shall maintain an emergency capability to respond to Major Malfunctions
outside of the hours set forth in Section 5a and on weekends and holidays. Contractor shall use its best
efforts to respond to a Major Malftinction within 30 minutes via telephone. If on-site diagnosis or
service is necessary for a Major Malfunction, then Contractor will use its best efforts to arrange for
such diagnosis or service to take place by a Contractor authorized representative within six hours after
a determination is made that it is necessary.
v
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ccc Don%Admin%Phwi
6. SPARE PARTS
a. Contractor shall obtain a written commitment from each manufacturer of FlexTrain-
eResourceNet Hardware that parts, maintenance, and manufacturing field support shall be available
for FlexTrain-eResourceNet Hardware for a period of not less than three years from the date of final
acceptance in writing by County"s Project Manager by the County of the FlexTrain-eResourceNet.
b. Each such spare part for FlexTraineResoureeNet Hardware shall be available to the
County within four hours after the need for such part is identified. Spare parts shall be covered by
Dell's award winning support. The support shall consist of onsite 3 year same day 4 hour response
and parts from Dell.
7. RESPONSMILITIES'4F THE COUNTY
The County shall promptly report any problem, which is covered hereunder to Contractor, and provide
details concerning such problem. The County shall allow authorized representatives of Contractor
access to the software during the County's regular business hours and thereafter, if necessary. The
County shall refrain from making repairs or modifications to the software without the advance written
approval of Contractor. The County shall provide. a telephone line for remote diagnosis of the
software by Contractor. It is the responsibility of the County to ensure that all of its electronic files on
the software are periodically and adequately duplicated and documented.
8. . EXCLUDED SERVICES
NA
9. CHARGES AND PAYMENT
a. The first year cost of the maintenance and support agreement shall be paid after the
installation and testing of the hardware. However, the first year of support and maintenance shall not
begin until the system has been initially tested and approved for all FlexTraining modifications. This
shall occur after Phase IX: System Testing. If the contract is terminated within the first 94 days, the
support and maintenance agreement fees shall be refunded on a prorated basis.
b. Thereafter, the County shall pay Contractor the applicable fees listed on the attached
Schedule. Maintenance fees are billed on an annual basis and such fees may not increase for 3 years
f7r+om the commencement date of this Maintenance Agreement.
(Please nate that the County may not be in a position to make payments in advance, as
mandated by State law). _.
C. Additional hardware and software may be added upon written notice from the County
to Contractor and payment of the applicable fee set forth in Exhibit B to the Agreement of which this
Maintenance Agreement is a part. If no fee is set forth for the item to be added, then Contractor and
Page 42
ccc DomaaminTmurl
the County will negotiate a mutually acceptable fee which is calculated pursuant to the same formula
used to calculate the.maintenance fees in Exhibit B.
d. The County shall be responsible for all taxes associated with the services to be provided
hereunder, other than taxes based on Contractor's income. The County shall also pay any charges
incurred, which are not covered by this Maintenance Agreement. The County's payment shall be due
within 30 days of receipt of the Contractor invoice.
10. TERM AND TERMINATION
a. This Maintenance Agreement shall commence one year after the First Productive Use
of the software by the County and shall continue for three years thereafter. It shall automatically be
extended thereafter annually for additional one-year terms unless terminated as provided herein. The
County ,may terminate this Agreement without cause upon 60 -days advance written notice to
Contractor. Contractor may terminate this-Maintenance Agreement at the end of the original term or
at the end of any renewal term by giving the other party written notice at least 30 days prier to the end
of such term.
b. Either party may terminate this Maintenance Agreement upon written notice to the
ether party that such party has failed to observe, keep, or perform any material provision of this
Maintenance Agreement. Such termination shall be effective 30 days from the receipt of such notice
unless the defaulting party has completely cured the default within that thirty-day period.
C. The County shall be entitled to a pro-rata refund of fees paid in advance in the case of a
termination.
11. REPRESENTATIONS AND LIMITATION OF LIABILITY
a. Contractor represents that the maintenance services will be performed in a workman
like manner. CONTRACTOR. DISCLAIMS ALL OTHER. REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, FOR MAINTENANCE UNDER THIS
MAINTENANCE AGREEMENT INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANT ABILITY AND FITNESS FOR. A PARTICULAR PURPOSE. The foregoing
disclaimer shall not affect Contractor's obligations under the Equipment, Software, and Services
Procurement Agreement under which the FlexTrain-eResourceNet Software was procured from
Contractor. FlexTrain-eResoureeNet Hardware and Third-Party Software are subject to any
warranties or limitations of liability stated in documentation provided-by such products'
manufacturers with such products.
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ccc rom1
b. Except for claims for bodily injury or property damage to the extent caused by the
proven fault or negligence of Contractor and not arising from use of the software, Contractor's
liability for damages under this Maintenance Agreement (regardless of the form of action, whether in
contract or tort) shall in no event exceed the amount paid by the County to Contractor for a one-year
period. CONTRACTOR WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES; INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST
PROFITS,HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES OR FOR ANY CLAIM AGAINST THE COUNTY BY ANY OTHER PARTY.
Contractor shall not be liable for any failure or delay in performance under this Maintenance
Agreement due to causes beyond its reasonable control.
12. NOTICES
All notices and demands issued hereunder shall be in writing and shall be delivered in person, by
mail, or by delivery service to the party at its address given below or-at such different address as may
be designated by written notice by one party to the other party.
13. ASSIGNMENT, SUBCONTRACTING,AND PROFESSIONAL COMPETENCE
a. Contractor may not assign. this Maintenance Agreement without the advance written
consent of the County.
b. Contractor may utilize subcontractors to provide some of the services required
hereunder, provided that the County may, upon written notice to Contractor, require the removal of a
subcontractor for unsatisfactory service. Any subcontractor performing services hereunder will be
subject to the same terms and conditions as are set forth herein, and Contractor shall remain liable for
the performance of any subcontractor.
C. All work hereunder performed by Contractor or its subcontractors shall be
accomplished by competent and reliable professionals who are thoroughly trained for the tasks that
they will be performing.
Np as
CCC DorrVwmin\Phw1
14. GENERAL
Any illegal or unenforceable provision shall be severed from this Maintenance Agreement. The
waiver of any default under this Maintenance Agreement shall not waive subsequent defaults of the
same or different kind. This Maintenance Agreement shall be governed by the laws of the State of
California. Any dispute arising under this Maintenance Agreement shall be adjudicated in the state or
federal courts in Contra Costa County, California. This Maintenance Agreement states the entire
agreement concerning Contractor's provision of maintenance services to the County and supersedes
and cancels and prior agreements, understandings, and negotiations. It-may be amended only by a
written amendment executed by authorized representatives of both parties. The County's purchase
orders or other ordering document shall not add to or vary the terms of this Maintenance Agreement.
IN WITNESS WHEREOF, the parties have executed this Maintenance Agreement as of the date first
set forth above. _
COSTA COUNTY CONTRACTOR
Yrs
ojx�
Auth rued Signature Authorized Signature
Michael A. Salone,President
Print name and title Print name and title
Address for Notices: Address for Notices:
1400 Metropolitan Blvd. Suite 214
k4j. r4 Tallahassee, FL 32308
Attn: Attn: Michael A. Salone
Page 45
CCC DoMAdminThwd
E SIT G
SOFTWARE LICENSE AGREEMENT
1.
Definitions
f
"Documentation"means only technical publications relating to the use of the Software, such as
reference, user, installation, system administrator and technical guides delivered by Vendor
to County.
"Tools" means the. underlying architecture from which the Software is designed, and
includes software application programming tools and code.
"Software" means all or any portion of the United States version of the binary computer
software programs (including correspondingesource code) provided by Vendor or made by the
County with Vendor's prior written consent, in machine readable form including all listed in
Schedule Two and all corrections or updates thereto. Software includes third-party software as
identified in Schedule Two.
"Server" means a single database or file server, which may be accessed by a network of
personal computers.
"Territory" means the United States and Canada.
„Site"means a speck,physical location of County`s Server.
2. License
2.1 Vendor grants County a perpetual, non-exclusive, nontransferable license to use the
licensed number of copies of the software in the Territory, solely for internal data processing
operations, on each Server at the Site up to the licensed number of workstations specified in
Schedule Two. Any third party software products or modules provided by Vendor to County
shall be used solely with Vendor's Software. County may use the Software temporarily on a
machine other than the Server in the event that the Server is inoperable. County may make a
reasonable number of copies of the Software solely for archive or emergency rack-up purposes
and/or disaster recovery testing purposes. County may modify or merge the Software with
other software with the understanding that any modifications, however extensive, shall not
diminish Vendor's title or interest in the Software.
2.2 Vendor shall provide County with the licensed number of copies of the Software and
Documentation as specified on Schedule Two. County may make a reasonable number of
Page 46
CCC tOMAdmin\Pb d
copies of the Documentation solely for County's internal use with the Software provided all
copyright notices are reproduced.
2.3 Vendor shall verify with Online Development, the manufacturer's of Flextraining, that
the County has the correct number of licenses and correct license key before installing or
configuring any software.
3. License Exclusions
3.1 Except as expressly authorized herein, County shall not:
a) Copy the Software;
b) Cause or permit reverse compilation or reverse assembly of all or any portion of
the Software;
C) Distribute, disclose, market,rent, lease or transfer to any third party any portion
of the Software or the Documentation, or use the Software or Documentation in
any service bureau arrangement,facility,management, or third party training;
d) Disclose the results of Software performance benchmarks to any third party
without the prior written consent of Vendor;
e) Transfer the Software to a different Server platform without the prior written
consent of Vendor(such consent not unreasonably withheld);
f) Transfer the Software to a different Site without prior written notice to
Vendor.
g) Export the Software in violation U.S. Department of Commerce export
administration regulation.
h) Invoke support libraries other than through documented API calls; and
i) Use Tools except in conjunction with the licensed Vendor applications.
3.2 No license, right, or interest in any Vendor trademark, trade name or service mark is
granted hereunder.
4. Fees and Payment Terms.
4.1 County shall pay Vendor the fees specked below and in accordance with the schedule
of payments listed in Exhibit C.
Page 47
CCC DorrkAdminfturl
Milestone Milestone Labor Charge
Date
Milestone 1 —Provide Database Files (Phase IIT). 09/30/2002 $0.00
Milestone 2—Software and Hardware Acceptance (Phase I). .10/09/2002 $11,850.00
Milestone 3 —Approve Product Template (Phase II). 10/14/2002 $11,158.50
Milestone 4—Approve Data Dictionary and Files (Phase IV). _ __ 10/28/2002 $7,439.00
Milestone 5—Approve Database Import (Phase V). 11/15/2002 $7,439.00
Milestone 6—Approve System Test Scripts (Phase VI). 12/06/2002 $3,719.50
Milestone 7—Approve Flextrain7ng Modifications (Phase VII). 12/20/2002 $9,298.75
Milestone 8—Approve eResourceNet Development(Phase VIII). 12/20/2002 $9,298.75
Milestone 9—Approve System Testing and(moo Live(Phase IX). 01/24/2002 $11,158.50
Milestone 10—Final Acceptance(Phase X). 04/21/2002 $14,878.00
4.2 Unless County provides Vendor with a valid tax exemption or direct pay certificate,
County is responsible for all taxes concerning the Software and or services excluding
taxes based on Vendor's income. Overdue payments shall bear interest at the lesser
of 12% per annum or the maximum rate allowed under the applicable law.
5. Title and Protection.
5.1 Vendor (or its third-parry providers) retains title to all portions of the Software, any
modifications to the Software developed with .Net Tools, and any copies thereof. Title
to the physical media for the Software vests in the County upon delivery. Vendor
represents that the Software contains valuable proprietary information and County shall
not disclose the Software to anyone other than those of its employees or consultants
under nondisclosure obligations who have a need to know for purposes consistent with
this Agreement. County shall affix.,to each full or partial copy of the Software made by
the County, all copyright and proprietary information notices as affixed to the original.
The obligations set forth in this paragraph shall survive termination of this Agreement.
5.2 The Software may be transferred to the U.S. Government only with the separate prior
written consent of Vendor and solely with "Restricted Rights" as the term is defined
in F.A.R.52.227-19(c)(2)(or DFAR 252.227-7013(c)(1) if the transfer is to a defense-
related agency) or subsequent citation.
Page 48
CCC DorrtAdminThurl
.........
............................................................................................................................................................................................................................................................................................................................
6. Default and'Termination
6.1 Any of the following shall constitute an event of default:
a. County fails to perform any of its obligations under "License Exclusions" or
"Title and Protection", or
b. Either party fails to perform any material provision of this Agreement and such
failure is not cured within thirty(30) days after receipt of written notice thereof.
6.2 If an event of default occurs, the non defaulting party, in addition to any other rights
available to it under law or equity may terminate- this Agreement and all licenses
granted hereunder by written notice to the defaulting party.
5.3 Within fifteen(15) days after termination of this Agreement County shall certify in
writing to Vendor that all copies of the Software in any farm, including partial copies
within modified versions, have been destroyed or returned to Vendor.
7. Limited Warranty
Vendor warrants that it has title to the Software and the authority to grant license to use the
Software. Vender warrants that the Software will perform substantially in accordance with the
Documentation for as long as Vendor continues to support the version of the Vendor Software
in use at the County and. County subscribes to Vendor's Software Support Services. Vender's
sole obligation is to repair or replace the defective Software, provided County notifies Vender
of the deficiency and provided County has applied all Software updates provided by Vendor's
Software Support Services. VENDOR'S DISCLAIMS ALL OTHER WARRANTIES
EXPRESS OR IMPLIED UNDER THIS LICENSE AGREEMENT INCLUDING BUT NOT
LIMITED TO THE WARRANTY OF MERCHAN'TABIL= AND FITNESS FOR A
PARTICULAR PURPOSE.
8. Limitation of Liability
EXCLUDING DAMAGES INCURRED UNDER THE ,R IFR.INGEMENT PROTECTION
CLAUSE IN THE MAIN AGREEMENT",, VENDOR'S LIABILITY FOR DAMAGES
UNDER THIS SOFTWARE LICENSE AGREEMENT SHALL IN NO EVENT EXCEED
THE AMOUNT PAID BY COUNTY TO VENDOR FOR THE SOF WARE OR THE
SERVICES FROM WHICH THE CLAIM AROSE.
Page 49
ccc Dorf\A.dminl%w1
9. On-Site Support Days
Vendor shall provide County with support at the Site for the Software as set forth in Schedule
One. For a period of six. (6) months from the Scheduled Effective Date, support days not used
during the installation phase may be used for other implementation support.
10. Training.
Vendor shall provide County with zero (0) training units for use at a Vendor Training Facility.
County may purchase training units for Site training as the parties mutually agree in writing.
County must use those training units within one (1) year from the Scheduled Effective Date.
Vendor shall provide user documentation to the Training Institute, and the Training Institute
shall develop training for the Flextraining and eResourceNet system.
11. Nondisclosure Obligation.
11.1 County shall protect the Software with at least the same degree of care and
confidentiality, which County utilizes for similar County information which it does not
wish disclosed to the public. County may provide access to and use of the Software
only to those third parties (undertaking similar nondisclosure obligations), providing
services concerning County's use of the Software.
12. Notices
All notices shall be in writing and sent by first class mail, overnight mail, courier, or
transmitted by facsimile(if confirmed by such mailing), to the address indicated on the first
page of this Agreement, or such other address as either party may indicate by at least ten (10)
days prior written notice to the other party. Notices to Vendor shall be sent to the Legal
Department.
13. Assignment
County may not assign this Agreement (by operation of law or otherwise) or sub license the
software without the prior written consent of Vendor, and any prohibited assignment or sub
license shall be null and void.
Page 50
CCC Dor I>AdminThuri
Exhibit H
ESCROW AGREEMENT
Not applicable,pursuant to Exhibit A,4.c.
IN'WITNESS WHEREOF, the parties have executed this Maintenance kgreement as of the date
first set forth above.
CtNTRA COSTA COUNTY CONTR,ACTJOR
Authorized Signature Authorized Signature
Print name and title Print name and title
cti
Page S 1
CL`s'Don"AdminThurl
SPECUL CONDITIONS
COUNTY AFFRZMATIVE ACTION:EQU. EM ENTS
Tne Contra Costa.County Board of Supervisors has adapted a program to help and support
Minority Business Enterprises (MBE) and Women Business Enterprises (WBE)by providing
opportunities for participation in the performance of County financed Professional and Personal
Services` contracts or Consulting Service Agreements.
Page 52
CCC boMAdnxinThmi
TO: BOARD OF SUPERVISORS
FROM: Steven Steinbrecher
CIO, Department of Information Technology
DATE: August 14, 2002
SUBJECT: Emergency upgrade of County Telecommunication Infrastructure-
Replacement of Communication Equipment Storage Facility
Specific Requests)or Recommendations(s) &Background &Justification
I. RECOMMENDED ACTION:
Approve and authorize the Chief Information Officer of Department of Information Technology or his designee to extend the
completion date of the contract with Rockway Precast from June 30,2002 to June 30,2003 and increase the payment limit
from$153,886.40 to$170,000.00 for the precast building at Kregor Peak that will house county communication equipment.
II. FINANCIAL IMPACTJL
:
No additional funding will be required.
III. REASON FOR RECOMMENDATION AND BACKGROUND:
On October 26, 1999 the Board of Supervisors approved a Board Order that declared an emergency exists related to the
seismic safety of the County's telecommunications infrastructure. Part of the declaration was retrofitting the communications
and telephone mountings located in the Kregor Peak communication building. This contract with Rockway Precast provides
for the replacement of this building as it does not meet seismic standards.
The additional funding is necessary to pay the sales tax associated with the purchase of the building.
IV. CONSEQUENCES OF NEGATIVE ACTION:
If this request is not approved we will not be able to proceed with the seismic retrofitting of this site.
,
t
s , l
CONTINUED ON ATTACHMENT: YS SIGNATURE:
Recommendation of County Administrator
-Recommendation of Board Committee
Approve Other
)
T
Signature(s):
Action Of B �on rte
Approved as Recommended Other
VOTE OF SUPERVISORS: I HEREBY CERTIFY THAT THIS IS A TRUE
AND CORRECT COPY OF AN ACTION TAKEN
Unanimous(Absent , #= ) AND ENTERED ON THE MINUTES OF THE
Ayes: Noes: BOARD OF SUPERVISORS ON DATE SHOWN.
Absent:— Abstain: .,
Attested: ,„
cc: (2) Department of Information Technology John Swjeten, clerk of the Board of
(1) Auditor Controller of Supervisors and County Administrator
r f s? r
By;
DEPUTY
M382(1£((88)
r �
TO: BOARD OF SUPERVISORS
Centra
COsta
FROM: Warren E. Rupf, Sheriff-Coroner County
DATE: August 9,2002
SUBJECT: Contract Amendment with Helicopter Adventures, Incorporated
SPECIFIC REQUESTM OR RECOM4lENDAT'fON(S)&BACKGROUND AND JUSTIFICATION
1. RECOMMENDED ACTION:
APPROVE and AUTHORIZE the Sheriff, or designee, to execute on behalf of the County
a Contract Amendment to extend the term of the contract with Helicopter Adventures, Inc.
until December 31, 2002 and increase the payment limit by $90,000 for a new total not to
exceed $360,000.00.
ll. FINANgIAL IMPACT:
NONE. This program is funded by State Law Enforcement Supplemental Funds (SL.ESF).
Ill. SACKGROUNDIREASON S FOR RECOMMENDATION(S):
In November, 1996, the Board of Supervisors authorized the Sheriff to implement a law
enforcement helicopter program. Since then, the Office of the Sheriff has contracted with
Helicopter Adventures, Incorporated for pilot, facility and maintenance services. This
contract extension will allow a continuation of the established relationship between
Helicopter Adventures and the County while the terms of a new contract are determined.
CONTINUED ON ATTACHMENT: No SIGNATURE: s
RECoMMMATRM OF cot RW ADMINISTRATOR RECOMMENDATIOt
APPROVEOTHER
I NAT "-4L_1'�,. � r-
f ,
ACTION OF BOARD CA �x '" ;� 1 -,�-
• ✓ APPROVED AS RECQMMENDEa_,....Y � OTHER._
R
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A TRUE
UNANIMOUS (ASSENT -/I AND CORRECT COPY OF AN ACTION TAKEN
AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD
ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN.
Contact Pte: Gloria Sutter 335-9526
CSC: Shoff-Coroner ATTESTED. ,; iI' k —k
CAU,Justice System Administration JON SWEETEN,CLEAK OF THE 130ARD OF
Aucl#=/Cowdler SUPERVISORS AND COUNTY ADMINISTRATOR
BY: If '} DEPUTY
J
ContraTO: BOARD 8E SUPERVISORS "'
Costa
FROM: Warren E. Rupf,Sher#ff-Groner County
DATE: August 16,2002
SUBJECT: ContrW for Tota=Lm EnfomeM nt Poi`pan
SMCIFIC RWUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND"TIFICATION
Is RECOMMENQgQ ACS t.1. N:
APPROVE and AUTHORIZE the Sheriff, or designee, to sign a contract on behalf of the County
with James McCauley to enforce compliance with smoking regulations for the period of October
1, 2002 through September 30, 2043, in the amount of$46,840.
ll, FINANCIAL IMPACT:
NONE. Funding for this position is provided by a State grant managed by Health Services.
Ill, SACKGI 0L)NQ1l_EASON S FOR RECOMMENDATION(S).
The Office of the Sheriff executed a memorandum of understanding with Health Services on May
24, 2001. This agreement commits our office to enforce compliance with labor Code section
6444.5, which addresses smoking in the workplace, and Penal Code section 308x, which
addresses the sales of tobacco products to, and smoking by, minors. This agreement obligates
us to provide 4294 hours of service over the three year period (September 1, 2001 through June
34, 2404)of the grant; an average of 130 hours per month. James McCauley is a retired deputy
sheriff with extensive experience in Vice Unit of the Investigation Division and has been in the
position for the past year. His knowledge and expertise are particularly applicable to the Tobacco
Laws Enforcement Position and will provide continuity to the project.
CONTINUED ON ATTACHMENT: No SIGNATURE:
�. RECOMMENDATION OF BOARDI
APPROVE OTHER
SIGNATUREM
ACTION OF BOAt� ` ° ,�a l<` v- ? APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
` I HEREBY CERTIFY THAT THIS IS A TRUE
UNANIMOUS (ABSENT Z # ` ) AND CORRECT COPY OF AN ACTION TAKEN
AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD
ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN.
Person: Globs Suter 335-9526
t
CC; CAO,Justice Systern Administration ATTESTED
Atxl WrAw#ro11er �J C3hIK STEN,CLER OF THE BOARD OF
Risk Menspnwft SUPER
ORS ANE?C04NY ApMt STRATOR
Of a of the Shertif s 3 r
BY_Mme:le
_u # { 0. u/' [DEPUTY