HomeMy WebLinkAboutMINUTES - 09182007 - C.58 1
s = Contra
Costa
TO: BOARD OF SUPERVISORS
-- County
FROM: CARLOS BALTODANO, DIRECTOR
BUILDING INSPECTION DEPARTMENT -
DATE: September 18, 2007
SUBJECT: Imaging Contract#48710 — L. R. Hines
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS
APPROVE and AUTHORIZE the Director of Building Inspection, or designee, to
execute an amendment to increase the contract limit of up to $70,000 to $130,000
with L. R. Hines to provide Image Management services from November 1 , 2003
through October 30, 2010.
;...I r
CONTINUED ON ATTACHMENT: YES SIGNATURE
COMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATIM OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE (S):
ACTION OF BO?7 ON APPROVED AS RECOMMENDED OTHER
"// 0/
VOT OF SUPERVISORS
UNANIMOUS(ABSENT / ) I HEREBY CERTIFY THAT THIS IS A
AY S: NOES: TRUE AND CORRECT COPY OF AN
ABSENT: ABSTAIN: ACTION TAKEN AND ENTERED ON THE
MINUTES OF THE BOARD OF
Contact: Carlos Baltodano(925/335-1108) SUPERVISORS ON THE DATE SHOWN.
ATTE D:
cc: Building Inspection John Cullen, Clerk of the Board o
Supervi s a d Cou�f�r/�dm'nistra
BY
DEPUTY
CB:lg
lbdord
FISCAL IMPACT
No General Fund impact. Funding will be received from Permit Fees.
BACKGROUND/REASONS FOR RECOMMENDATIONS
The Building Inspection Department is in the process of upgrading its technology
infrastructure and implementing Accela Automation web based system. In order for the
Building Inspection Department to integrate the existing Sire version 3.7.0 imaging
system, the Department will need to increase the user licenses and upgrade to the
newest version of Sire version 4.1.1.
The $130,000 cost of this project includes the installation of the software, data
conversion and maintenance for seven years.
Please find attached to this Board Order, the original contract with L. R. Hines, as well
as the proposal for this upgrade. Since this is proprietary software, it would not be
economically feasible to start over with another imaging system.
\bdord
09/18/2007
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E....ti.0
TO: BOARD OF SUPERVISORS Contra
_ .. Costa
FROM: CARLOS BALTODANO, DIRECTOR - a� County
BUILDING INSPECTION DEPARTMENT `�sT�co...
N'TRAtC STA
DATE: December 2, 2003 ---- -
SUBJECT: Imaging Contract — L.R. Hines
DEC 1 22003
_ AI 111 T11 of f �1nnr�ri'�'j
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROU.NLIAN 3� ON
RECOMMENDATIONS
APPROVE and AUTHORIZE the Director of Building Inspection,pr designee,to execute a
contract of up to $70,000 with L.R. Hines Consulting Inc. to provide Image Management
services from November 1, 2003 through October 30, 2010.
FISCAL IMPACT
No General Fund impact. Funding will be received from Permit Fees.
BACKGROUND/REASONS FOR RECOMMENDATIONS
The Building Inspection Department is in the process of upgrading its technology
infrastructure. Since the late 1980's the Department ha;97
ing a bitCONTINUED ON ATTACHMENT: SIGNATURE /0 .
_RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
_j,��PPROVE OTHER
SIGNATURE (S):
ACTION OF BOA N ' ) ' R APPROVED AS RECOMMENDED �L OFFER
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A
XTRUE
UNANIMOUS(ABSENT /��'k� ) AND CORRECT COPY OF AN ACTION TAKEN
AYES: NOES: AND ENTERED ON THE MINUTES OF THE
ABSENT: ABSTAIN: BOARD OF SUPERVISORS ON THE DATE
SHOWN.
Contact: Anil Comelo 925 335-1155
ATTESTED: Am,,vt�l�'
cc: Building Inspection John Sweeten,Cleric of the Board of Supervisors
BY l , --VEPUTY
CB:nr
lbdorCA
Imaging Application. The.:Departmerit's first system-was the Target-Aims-System. :In'1993,
the Department changed to Ikon Data Image. The Department has since upgraded its
Information Systems to a 32-bit Operating -System (Windows-NT and Windows 2000)
supporting 32-bit applications. The Department has experienced problems integrating the
16-bit Imaging Application. into our 32-bit Citrix environment. Staff have experienced
numerous errors that resulted in down time due to re-booting the workstations and the
server. Ikon Data Image has stated the best way to prevent these errors is to upgrade the
Imaging environment to their 32-bit Imaging System. . The Department has also
experienced other flaws that the vendor has stated will be fixed in the next upgrade of their
software. The vendor has informed the Department that they will discontinue the support
of the version of their system that is currently installed. As a result of these issues the
Department has been forced to either upgrade the current imaging software or move to
another imaging system.
In August 2003 The Department requested qualifications from various imaging firms,
including the current vendor, and evaluated five Imaging vendors.
After receiving proposals the Department began negotiations to purchase a new system
(Laser Fiche), from L.R. Hines Consulting. On September 9, 2003, the Board authorized
the Director of Building Inspection to execute a contract with L.R. Hines Consulting.
However, a contract was not executed. During the interim period, the Department
reassessed its long-term needs, and decided to initiate a new Request For Proposals. The
Department's reevaluation of it's imaging needs coupled with an apparent contractual
dispute between Laser Fiche and L.R. Hines, induced the Department to initiate a new
RFP process.The Department received seven proposals. Department Information
Technology staff ranked the proposals utilizing several criteria, including compatibilitywith
existing software, cost and ease of use.
Based on the total cost, responses from each vendor's customers and technical review by
department staff, the Department has decided to purchase the SIRE.product from L.R.
Hines. This software will allow the Department to upgrade the Imaging environment,
reduce errors, improve efficiency, utilize Citrix to distribute the application to all users and
have more control over the underlying database.
The $70,000 cost of this project includes the installation of the software, data conversion
and maintenance for seven years.
LaserFiche Contract
December 2, 2003
Paae 2
CONTRA COSTA COUNTY
EQUIPMENT, SOFTWARE & SERVICES
PROCUREMENT AGREEMENT
REVISED June 1998
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CONTRA COSTA COUNTY
EQUIPMENT, SOFTWARE & SERVICES PROCUREMENT AGREEMENT
Name of Project:_Q%ical Data Scan Contract No:
Contractor: L R Hines Consulting.Inc.Com Effective Date: March L 2004
Termination Date: October 30,2010
This Agreement is entered into iby 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 Lonnie R Hi les Telephone (916)784-8436
For County AI Harvey Telephone .(925)335-]1 R7
(2)Addresses and Fax Number for Notices(Section 20.0):
County: Contractor:
Building Inspection Department L R Hines Consulting.Inc.
651 Pine Street 3'd floor,North Wing 198 Cirby Way Suite 170-B
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Martinez,CA 94553 Roseville,CA 94578
Fax: (925)646-1219 (916) 784-9436
(3)Fixed Price or Other Pricinlg Basis(Section 3.1):$69,000 for software installation,data conversion,and seven years of
maintenance,to be paid as outlined in Exhibit C.
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(4)Liquidated Damages for Unexcused Delay(Section 13.1)$500 per month
(5)Contractor Federal ID# 1 68-0439782
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"COUNTY"
CONTRA COSTA COUNTY "CONTRACTOR"
LR Hines Consulting,Inc., a California Corporation
By: , By. ,�� /^is . e✓
Chairperson,Board of Supervisors/Designee (If nes Consulting, Inc., a California Corporation)
Date: I` ZUDy Date: ` zzGz `J, Zvoy/
Attest: CI'brk.,.Board of Supervisors (Designate Official Business Capacity B)
By: Deputy
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.
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ACKNOWLEDGMENT
STATE OF CALIFORNIA) I
COUNTY OF CONTRA.COSTA)
On----Ih !fl�' 7 ,before me,
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(insert name and title of the officer),personally appeared
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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.
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WITNESS MY HAND AND OFFICIAL SEAL
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Signature(Sea])
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Ackno%vledgnent(by Corporation,Partnership or Individual)
Civil Code Sec. 1189
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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 Agreement:
"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 in Section 7.1.
"Contractor" shall mean the person or entity identified as Contractor on the first page 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.
"Year 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/firmware/hardware/equipment/system will be correctly
recognized, calculated, sorted, stored,displayed and/or otherwise processed in any level of computer hardware or
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software,including;but not limited to,microcode, firmware, application programs, system software, utilities, files,
databases and network infrastructure devices.
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1.2 Exhibit A hereto contains additional definitions of technical terms to used with this Agreement and its exhibits.
2.0 EXHIBITS
The following Exhibits hereto are incorporated into and made a part of this Agreement:
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Exhibit A Statement of Work
Exhibit B Equipment and Software Deliverable Items;Pricing for Additional Items
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Exhibit C Project Milestones and Special Payment Provisions
Exhibit D Performance,.and Acceptance Criteria
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Exhibit E Indemnification and Insurance Provisions
Exhibit F Maintenance Obligations
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Exhibit G Software License Agreement
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Exhibit H Escrow Agreement
3.0 PRICING AND PAYMENT
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3.1 The County will pay Contractor for the Services and the Products in accordance with the pricing set forth in
Exhibit C of this Agreement, except as otherwise provided in this Agreement.
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3.2 All invoices from Contractor will be in a format approved in advance by the County.
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3.3 Invoices are payable within 30 days after receipt.
3.4 County's payments to 'contractor, as set forth in Exhibit C, shall be deemed to 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 2 hereof, unless changes are approved pursuant to Section
6.0.
3.5 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.
4.0 PERSONNEL AND SUBCONTRACTORS
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4.1 Contractor shall provide qualified personnel to supply the Services for the Project.
4.2 The authorized Representative of Contractor designated on page 2 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 ofithis Agreement. The Authorized Representatives for a party may be changed upon written
notice from the party chIanging the Authorized Representative to the other party. Upon written request by the
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County, Contractor will replace Contractor's Authorized Representative.
4.3 If Contractor proposes to use any subcontractors on the Project, it must receive the County's advance written
consent, which will not be unreasonably withheld or delayed except for AlphaCorp the entity that will perform the
maintenance requirements of the contract.
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 any approved subcontractor employees will be assigned to the Project
and will be available as necessary to fulfill the obligations of the Agreement. Contractor shall not withdraw or
replace 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 party 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 conceming 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 perform work under this Agreement whq do not comply with such rules.
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.
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6.0 CHANGES
6.1 The parties acknowledge that additions, deletions, andmodifications 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 gas set forth on page 1 of this Agreement. A major or material change, as defined in
Section 6.4 below, also requires a written amendment of this Agreement that is approved by the County's Board of
Supervisors.
6.3 Minor Changes may be made by the mutual written agreement of the Authorized Representatives of Contractor
and the County without thel necessity of a formal proposal and estimates. Minor Changes are those do no affect a
material term of the Agreement, such as the term and payment limit of the Agreement, nature and general scope of
services to be provided.
6.4 For a material change, change that affects the contract payment limit, contract term, or nature and general scope
of service,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 material 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 material 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.
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.
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 Documents marked "Confidential" or "Proprietary" in accordance with Sections 7.1, 7.2, or 7.3 shall be
numbered and logged in a manner mutually agreed upon between the parties.
7.5 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.
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7.6 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. Except as
provided in Section 8.0 and except as required by law,no other disclosure of Confidential Information is authorized
under this Agreement.
7.7 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 made 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 in 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 (7)("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.
8.5 With respect to Documentation which is deemed to belong to Contractor in accordance with Section 8.4,
Contractor grants the County a non-exclusive, 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 Contractors,
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 OF LOSS
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 INFRINGEMENT PROTECTION
10.1 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 resulting from
a claim or suit against the County for alleged infringement of any patent, copyright, trademark, trade secret, royalty
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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 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.
10.2 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 60 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 10.1 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 MAINTENANCE
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 F.
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, with the exception of those Products listed in Exhibit B for which the County is only receiving a license to
use. 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 entire term of this Agreement. In order to qualify for remedial action under this warranty, the County
must 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
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Contractor's or its subcontractors'direction.
12.6 For contractor's failure to meet the warranty in Section 12.5, Contractor will use 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 software/firmware/hardware /equipment/systems
developed, distributed,installed or programmed by Contractor pursuant to this Agreement:
a) is Year 2000 compliant; 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/hardware /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/fumware/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 software/firmware/hardware/equipment/system
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.
12.10 Contractor warrants that it has the corporate power and authority and the legal right to
grant the licenses granted by Contractor under this Agreement and neither has nor will enter into
agreement or take or fail to take action which shall restrict Contractor's legal right or ability to
grant said licenses.
12.11 Contractor represents and warrants that it is aware of no circumstances that would impair
its ability to fully perform its obligations under this Agreement.
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(4)of
page 2 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(4)for delay of attainment of such final milestone.
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13.2 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.
15.0 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 15 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.
16.0 EFFECT OF TERMINATION
16.1 After receipt of notice of termination, Contractor shall (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-party 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 form 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 14.0 or 15.0, the County shall pay Contractor, 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, less any amounts previously paid to Contractor and any additional amounts
which the County is entitled to withhold pursuant to Section 16.3.
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:
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(a)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 DISPUTES
17.1 Except as provided in the Termination provisions herein, Contractor or its Subcontractors shall not stop work
on the Project, due to a dispute.
18.0 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.
19.0 NOTICES
Any notice under 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 indicated
in item C(2) of page 2 of this Agreement or to such other address as may be substituted by notice. Notice will be
effective on the date of receipt,or,if delivery is refused, on the date the attempted delivery was refused.
20.0 NON-APPROPRIATIONS OF FUNDS
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 Products which have not been
paid for by County. Contractor or its assignees shall have all rights and remedies to take possession of the Products
which have not been paid for by County.
21.0 GENERAL PROVISIONS
21.1 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.
21.2 Neither party may assign this Agreement without the prior written consent of the other party; which consent
will not be unreasonably withheld.
21.3 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 enforceable.
21.4 The headings in this Agreement are for reference purposes only; they will not affect the meaning or
construction of the terms of this Agreement.
21.5 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.
21.6 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.
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21.7 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.
21.8 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.
21.9 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. Any action relating to this Agreement shall be instituted and
prosecuted in the courts if Contra Costa County, State of California.
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EXHIBIT A
STATEMENT OF WORK
1. General Description of Proiect
Contractor will install convert test and maintain SIRE software that will provide County
with a document management system so that County to scan, sort, and research records.
The tasks to be performed by Contractor include:
a) Installation of SIRE software and related hardware.
b) Provision of all necessary software licenses.
c) Testing of equipment/software and Training of County staff.
d) Data conversion
A full description of the document management system's capabilities is described
in the attached Exhibit A-1.
2. Proiect Phases
Phase 1: Initial Implementation. Contractor will install all software, hardware, and
related equipment.
Phase II: Projection completion. Contractor will test the scanning system for correct
operation of all systems operations, including testing outlined in Exhibit D.
Phase III: contractor will provide maintenance of the scanning system for a period of
seven years pursuant to Exhibit F.
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:
a. Administrative Control
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.
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b. Implementation Schedule
Contractor shall perform its duties and responsibilities hereunder in
accordance with the schedule in Exhibit C. Contractor
acknowledges that prompt performance of all services hereunder is
required. Contractor will use its best efforts to meet such deadlines
and shall give the County 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.
4. Software '
a. Licensing Terms
The software provided under the Agreement shall be referred to as the "SIRE Software."
The SIRE Software is licensed to the County pursuant to the terms and conditions of the
software license set forth in Exhibit G and shall include any Customizations as referred to
in Section 4.b below.
b. Customizations to Contractor's Base Software
Contractor will make modifications to base software as part of the contract and Contractor agrees
to support these customizations under the license and maintenance obligations set forth in this
agreement.
c. Source Code Escrow
Concurrent with the execution of this Agreement, Contractor will enter into a source code
escrow agreement in the form of Exhibit H to this Agreement, and deliver a copy of the
source code for the SIRE Software to a bonded escrow agent approved by the County and
Contractor. Thereafter, Contractor will deliver a copy of each revision or update to the
SIRE software, implemented by the County, to the escrow agent promptly after County
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implementation of such revision of update.
5. Software Support
a. Installation Assistance
Contractor shall install software and hardware, and configure the applications
listed in the proposal and aid the County in acceptance testing.
b. Telephone Support
Software telephone support will be provided pursuant to the provisions of Exhibit
F.
6. Data Conversion
Contractor will perform data conversion as part of the project.
7. Documentation
Contractor shall produce and deliver to the County for review and approval a comprehensive
user manual for the Project and a technical manual provided with the Project (documentation for
licensed software and its set-up and customization, system administration manual, programming
manual, etc). 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. 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.
9. Acceptance Testing
To be successfully tested the Contractor installed software and hardware must meet the
requirements set-forth in the project requirements and work with all existing software and
hardware including SIRE. The Project as delivered and installed by Contractor will be tested in
accordance with the provisions of Exhibit D.
10. Maintenance
The Project will be maintained pursuant to the terms of the existing maintenance contract and
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Exhibit F.
11. Relocation of Proiect
The County shall have the right to relocate the Project to another County site in Contra Costa
County. The County shall also have the right to transfer the [SIRE] Software to another County
computer system for the use of the Building Inspection Department and other entities with whom
the Department has contractual relationships.
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EXHIBIT B
EQUIPMENT AND SOFTWARE DELIVERABLE ITEMS
PRICING FOR ADDITIONAL ITEMS
Equipment and Software Deliverable Items
County's payments to Contractor under this Agreement includes the cost of all deliverables,
including but not limited to software, hardware, project implementation, licenses, maintenance,
labor, and other office and travel expenses, as more fully described in the attached Exhibit B-1.
Pricing For Additional Services
In the event that County wishes to purchase additional system related work not included
in the contract fixed price, Contractor agrees to provide such labor rate at the rate of$200
per hour, subject to properly amendment to the Agreement pursuant to Section 6.0.
In the event that County wishes to purchase the conversion of additional CDs, such
conversion will be billed at the rate of $45 per CD, subject to a properly executed
amendment to the Agreement pursuant to Section 6.0.
In the event that County wishes to purchase additional modules and maintenance not
included in the contract fixed price. Contractor agrees to provide them at the following
rates:
Module Module Maintenance Installation Training
Price Price Price Price
SIRE Workflow $7,995 $1,440 $1650 $1,650
SIRE WebCenter(15 licesences) $7,995 $1,439 $1650 $3,300
SIRE Forms Module $4,995 $899 $1650 $1,650
Permits Plus Integration $9,995 $1,799 $0 $3,300
The above Module Prices and Maintenances will not increase during the term of the contract. The
Installation and Training costs billed will be based upon the actual need/time ($200/hour) and will not
exceed the amounts listed above. Other discounts may apply including a $5,000 discount for purchasing
the four modules within two years.
Best Pricing
Contractor represents and warrants that the license, labor, 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.
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EXHIBIT C
PROJECT MILESTONES
AND SPECIAL PAYMENT PROVISIONS
PAYMENT PROVISIONS:
Except as otherwise provided in this Agreement,County will pay Contractor the fixed price sum
of$49,665 (Exhibit B-1) for implementation of the SIRE Software in separate installments upon
successful completion of each milestone of the project according to the following schedule.
Milestone 1: Installation of Software and Data Conversion:
Deadline: March 31, 2004
Payment: $11,690
Upon approval by County that Contractor has successfully completed
Milestone 1 by the given deadline, County will pay Contractor $11,690.
Milestone 2: Testing, Certification and Acceptance
Deadline: April 30, 2004
Payment: $11,360
Upon approval by County that Contractor has successfully completed
Milestone 2 by the given deadline, County will pay Contractor $11,360.
Milestone 3: Signature Pad Module
Deadline: June 31, 2004
Payment: $9,181
Install Signature Pad Module and after County's acceptance of the devices
and functionality, County will pay Contractor$9,181 (depending upon
number of devices delivered).
Milestone 4: Maintenance
Deadline: Annually for seven years
Payment: $.2,306 per year for 7 years, totaling of$16,142
After County's acceptance of the software system County will pay
Contractor$2,306 up front annually as maintenance fees for the SIRE and
related software for a period of seven years through the contract
termination date of March 2011.
Right to Withhold: County has the right to withhold payment to Contractor when, in the opinion
of County expressed in writing to Contractor, (a)Contractor's performance, in whole or in part,
either has not been carried out or is insufficiently documented, (b) Contractor has neglected,
failed or refused to furnish information or to cooperate with any inspection, review or audit of its
program, work or records, or (c) Contractor has failed to sufficiently itemize or document its
demand(s) for payment.
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EXHIBIT D
PERFORMANCE AND ACCEPTANCE CRITERIA
1. Performance Criteria
The Contractor is expected to 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 [SIRE] Software.
2. Testing and Acceptance. 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
files.
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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 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.
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EXHIBIT E
INDEMNITY AND INSURANCE
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 all 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
of $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 insureds 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.
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.
EXHIBIT F
MAINTENANCE OBLIGATIONS
1. Contractor will provide Maintenance services at a flat rate of$2,307 per year for a total of
seven years after acceptance of the system by County. Maintenance services will include:
2. Ensure functionality of software
3. Provide all software upgrade releases.
4. Telephone response within 4 business hours.
I
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EXHIBIT G
SOFTWARE LICENSE AGREEMENT
i
1. Definitions
"Documentation" means only technical publications relating to the use of the Software, such as
reference, user, installation, system administrator and technical guides delivered by Contractor
to County. i
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"Tools" means the underlying architecture from which the Software is designed, and
includes softwarIe application programming tools and code.
"Software" means all or any portion of the United States version of the binary computer
software programs (including corresponding source code) provided by Contractor or made by
the County with Contractor's prior written consent, in machine readable form including all
listed in Exhibit B-1 and all corrections or updates thereto. Software includes third-party
software as identified in Exhibit B-1.
"Server" means a single database or file server, which may be accessed by a network of
personal computers.
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"Territory" means the United States and Canada.
"Site" means a specific, physical location of County's Server.
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2. Licensee
2.1 'Contractor grants County a perpetual, non-exclusive, nontransferable
license to use the licensed number of copies of the Software in the Territory. Any
Third-Party Software products or modules provided by Contractor to County shall be
used solely with Contractor'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
back-up purposes and/or disaster recovery testing purposes.
2.2 Contractor shall provide County with the licensed number of copies of
the Software as specified on Exhibit B-1.
i
3. License Exclusions
3.1 Except as expressly authorized herein, County shall not:
i
a) Copy the Software;
b) Cause or permit reverse compilation or reverse assembly of all
or any portioni of the Software;
C) Distribute, disclose, market, rent, lease or transfer to any third
party any portion of the Software, or use the Software in any service bureau
arrangement, facility, management, or third party training;
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d) Disclose the results of Software performance benchmarks to any
third party without the..prior written consent of Contractor, except in any legal action
relating to this Agreement or the services and products to be provided by Contractor
hereunder or as otherwise required by law;
e) Transfer the Software to a different Server platform without the
prior written consent of Contractor(such consent not unreasonably withheld);
f) Transfer the Software to a different Site without prior written
notice to Contractor;
g) Export the Software in violation of 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 Contractor
applications.
3.2 No license, right, or interest in any Contractor trademark, trade name or
service mark is granted hereunder.
4. Fees and Payment Terms.
4.1 County shall pay Contractor the fees specified in Exhibit B-1 and in accordance with
the schedule of payments listed in Exhibit C.
5. Title and Protection.
5.1 Contractor (or its third-party providers) retains title to all portions of the Software, any
modifications to the Software developed with tools, and any copies thereof. Title to
the physical media for the Software vests in the County upon delivery. Contractor
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 Contractor 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.
EMBIT A-1
The core piece of software which provides the user interface to the electronic documents is SIRE'FileCenter.SIRE;
is an out of the box, enterprise-wide document management solution. SIRE Solutions enables efficient,high-speed
document distribution, controlled access, easy annotation and secure change management. SIRE offers and
enterprise document management solution, optimized to work across multiple sites, diverse applications and a
variety of computing environments using standard networks for data exchange.
SIRE offers functionality that surpasses traditional high-end imaging solutions at dramatically lower cost. SIRE is
an open MS Windows solution using industry-standard networks and SQL databases to integrate imaging with
existing business applications.
The proposed system has the build-in capability to expand from an entry level system into an enterprise-wide
Electronic Document Management System (EDMS)system using the base configuration of hardware and software.
SIRE approaches every project implementation with a System Design and Specification activity which will help
ensure that the project is well understood by all parties and that all risk is well managed.
SIRE:
• Provides a turnkey document scanning and management system for your Records Management
The SIRE EDMS allows key documents to be accessed and distributed electronically, thereby ensuring rapid
access to up-to-date documents from a single point of access throughout the whole organization. SIRE
Solutions, provides rapid access to images, reduced network traffic, rapid browsing through multiple images,
low memory requirement on the client workstation and use of existing LAN and WAN and Web.
• Provides a common repositoryfor fi<es and satisfies the security needs of your Agency
The SIRE EDMS provides a common information repository, control and distribution system which can be
integrated with an existing information technology infrastructure. The system provides security so that users in.
different departments cannot access other documents without system administrator authorization.
• Provides appropriate levels of security
The SIRE EDMS improves security assigned levels of access based on "need-to-know." Key technical
documents can be stored securely with no fear of loss or deterioration. In addition,your entire document library
can be backed up so you always have a safety net. Secure copies can be taken and held off-site.
• Provides solution availability and consistency
The SIRE EDM provides access to all released documents from any location throughout the enterprise. A
department within an organization can increase its use of the system at its own rate and under its own control.
• Improves quality
The SIRE EDMS provides consistent processes and procedures. Audit trails on projects are maintained and
reported using SIRE Reporting Tools. Access to the most current information is controlled by SIRE DMS.
• Integrates within the existing computing infrastructure
The SIRE EDMS is fully compatible with all "open systems" standards. Integration to existing legacy systems can
be accomplished with our SIRE API Toolkit. The proposed system can be designed to use the same primary index
and liked to these applications by those indexes. The SIRE EDMS will store the index information for all the
documents in one SQL compliant database. The SIRE EDMS will utilize the e-mail services of any Microsoft
compliant Mail system for the routing of documents. The SIRE EDMS runs on any IPX/SPX or TCP/IP network.
The server is Windows 2000/2003;the clients may be Windows 2000,XP,95/98 or NT.
AlphCorp'SIRE is a supplier of document management solutions nationwide,from departmental to enterprise-wide.
Headquartered in Salt Lake City,Utah with a regional office in Irvine,California_. SIRE is sold and serviced by LR
Hines Consulting in northern California.
• EXHIBIT B-1
SIRE EDMS Software Package Price Quote - 12/29/03
Provided by LR Hines Consulting, Inc. 198 Cirby Way, Suite 170-B, Roseville, CA 95678
Maintenance for
Software Features Qty Unit Price Price Year 1,2004-05
Milestone 1/2
SIRE EDMS Server Software 1 $0 Included No charge
SIRE Client Software licenses 10 $944 $9,440 $1,699
SIRE Capture- Scan and Index Production Modules 2 $2,995 $5,990 $1,078
SIRE Capture-Scan and Index to Folder Modules 2 $495 $990 $178
SIRE Capture Index Module 1 $1,895 $1,895 $341
SIRE Free Text Retrieval Software rfor uD to 25 usersl 1 $2,500 $2,500 $450
With the above software you will also receive the following modules
SIRE Document Retention Manager Module Included No charge
SIRE Audit Trail Module Included No charge
SIRE CD Creator Included No charge
SIRE Bar Code& Zone OCR Included No charge
SIRE E-mail capability Included No charge
Copy into file cabinet or folder capability Included No charge
Integrated View for over 250 Native File Formats Included No charge
Miletone 3
LRH Signature Pad Module(includes 1 Sig Pad) 1 $4,995 $4,995 No charge
Signature Pads w/cable, no cc swipe 14 $299 $4,186 No charge
Subtotal $29,996 $3,746
Competitive Disc $14,405 $1,440
. Subtotal $15,591 $2,306
Professional Services - Installation,Configuration,Training 3 $1,650 $4,950
Subtotal $20,541 $2,306
Milestone 4
NOTE: Annual maintenance prices to be held firm for 7 years,billed annually in advance
Annual Maintenance for 2nd thru 7th year(2005-2011) 6 $2,306 $13,836
Conversion Pricing
Conversion Utility 1 $3,500 $3,500
Convert DISC IMAGE CDs to SIRE 182 $45 $8,190
Creat disaster recover CDs for Sire 0 $45 $0
Conversion total $11,690
Subtotal $32,231 $16,142
Sale Tax 8.25% $1,286
Grand Total $33,517 $16,142
Total SIRE EDMS Package thru 2010 $49,659
SJaso-pmseGPending/SIRE EDMS Pricing
a
- Wo now accapr credit cards' Proposal
i
LR Hines Consulting.Inc.
s 1380 Lead Hili Blvd..Suite 106
Roseville.CA 95661 Proposal Date: 02/07/2007
#: 231
;i Phone:(916)784-8436 Proposal
t
Fax:(916)784-9489
LR 0-11 I NES E-mail:accounting@lrhines.com
Web:www.lihiries.com
CONSULTING,INC_
Bill To:
Contra Costa County
Al Harvey
651 Pine Street
Martinez, CA 94553
Item Description Hours/Qty. Rate Total
* * Recommended Professional Services
Consultinc Professional Services-SIRE 4.1 Upgrade Installation & 1 0.00 0.00
Configuration -NO CHARGE, INCLUDED IN ANNUAL
MAINTENANCE
C nsultin_ Professional Services-SIRE 4.1 End User Upgrade 2 1,500.00 3,000.00
Training on new .Net Capture & FileCenter-2 Days
Consultin' Professional Services-SIRE 4.1 SIRE Administrator 1 1,500.00 1.500.00
Training on new WebAdminstrator- 1
* *Optional LR Hines Modules developed for SIRE
LRHI08 LR Hines Windows Printer Driver for SIRE. Prints from 1 3,995.00 3,995.ObT
any Windows application directly to SIRE by creating a
of image and prompting the user for the SIRE Cabinet
and Index information -SIRE LICENSE
LRHIQ8SM LR Hines Windows printer driver for SIRE -Annual 1 799.00 799.00
Maintenance and Support
* *Optional Accella to SIRE Integration Link Module
400650 Accella Permits.and SIRE Integration Module -SITE 1 11,995.00 11,995.00T
LICENSE, Includes ability to print, sign and store
applications in SIRE, Links to related SIRE documents
for viewing from within AA.
4000505M Accella Permits and SIRE Integration Module Annual 1 2,159.10 2,159.10T
Maintenance and Support
SubTotal
Thank you for being our Customer! We appreciate your business! TeX (8.250/c
Total
SIGNATURE
Page 1
A
Wo now accept credit cards!
Proposal
LR Hines Consulting.Inc-
ff1380 Lead Hill Blvd..Suite 106
Roseville.CA 95661 Proposal Date: 02/07/2007
Phone:(916)784-8436 Proposal#: 231
Fax�(91161784-9489
E-mail:accotinting@lrhines.com
LR HINES Web:wvA-j.Irhines.corn
CONSULTING,INC.
Bill To:
Contra Costa County
Al Harvey
651 Pine Street
Martinez, CA 94553
Item I Description Hours/Qty. Rate Total
Optional Additional SIRE Client Licenses
20051 SIRE EDMS Full Access License Additional Concurrent 10 945.00 9,450.00T
User Licenses - Each
?0051 SM SIRE EDMS Full Access License-Annual maintenance 10 170.10 1,701.00
for unlimited telepho ne support and software updates-
Each
10050 SIRE Capture Production Scanning Module - 1 2 2,995.00 5,990.00T
ScanStation User License. Includes Auto Indexing with
Barcode. Batch and Zone OCR.
10050sm SIRE Capture Production Scanning Module -Annual 2 539.10 1,078.20
Maintenance for unlimited telephone support and
software updates.
Optional Reserved Pricing on additonal SIRE
Modules from existih,g contract
20058 SIRE WebCenter for Browser based search and retrieval 1 7,995.00 7,995.00T
of SIRE Documents/-
includes 15 free View Only Access
Client licenses
20058SM SIRE Annual Maintenance &Support(SAMS)for 1 1,440.00 1,440.00
unlimited telephone I support and software updates.
Consulting Professional Services- Installation and config of above 1 1,650.00 1.650.00
optional software (Quickshot, WebCenter, AA etc.)
SubTotal S52.752.30
Thank you for being our Customer! We appreciate your business. Tax (8.260/c S3,430.69
Total $56,182.99
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