HomeMy WebLinkAboutMINUTES - 11191996 - C108 C, loB
TO: BOARD OF SUPERVISORS �E L Contra
FROM: Steven A. Steinbrecher, Director o? '
Information Technology )< Costa
County
DATE: November 14, 1996
SUBJECT: Agreement for Computer Hardware and Software from Kronos
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
Approve and authorize the Chair of the Board of Supervisors to execute on behalf of the
County a contract with Kronos in the amount of$410,000 to provide the automated
timekeeping hardware, software and professional service for the Payroll, Human
Resources and Employee Benefits System for the period of November 19, 1996 through
January 1, 1998.
II. FINANCIAL :IMPACT:
None. Funds are already approved and budgeted.
111. REASON FOR RECOMMENDATION AND BACKGROUND:
On March 19, 1996 the Board of Supervisors approved a hardware and software package
to replace the current Human Resources, Payroll and Employee system. This contract
provides for the installation of the hardware and software necessary for the automated
timekeeping function of the new system.
CONTINUED ON ATTACHMENT: YES SIGNATURE: &1A
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD'COMMITTEE
APPROVE OTHER
SIGNATURES
9 iqqfi
ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
/ I HEREBY CERTIFY THAT THIS IS A TRUE
Y UNANIMOUS(ABSENT ) 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.
ROY 19 1996
nroration Technology-All Copies ATTESTED
Contac PHIL BATCHELOR,CLERK OF THE BOARD OF
cc: SUPERVISORS AND COUNTY ADMINISTRATOR
BY . DEPUTY
CONTRA COSTA COUNTY
EQUIPMENT,SOFTWARE AND SERVICES PROCUREMENT AGREEMENT
Name of Project:Time Keeping System Contract No:
Contractor:Kronos Effective Date:
This Agreement is entered into by and between the Contra Costa County and the above named Contractor,to be 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:Dave Schulz Telephone:510 469-5757
For County:Ronald Saari Telephone:510-313-1248
(2) Addresses and Fax Numbers for Notices(Section 20.0):
Contractor: County:
5960 Inglewood Drive,Suite 100 30 Douglas Drive
Pleasanton,CA 94588 Martinez,CA 94553
FAX 510467-1552 FAX 510-313-1459
(3) Fixed Price or Other Pricing Basis(Section 3.1): $252,444
(4) Reserve Amount for Minor Changes(Section 6.3): $25,000
(5) Minimum Am unt for Minor Changes(Section 6.3): $2,000
"COUNTY' "CO TOR"
CO COS
BY: By:
Ch e sf-hojd of Supervisors
(Desi business capacity A)
Date: �j - 17— � �j g�p :2al
By: � ` G
4PFiAaAept T Ic
Attest: Clerk, 136d-of Supervisors (Designate official bitsiness capacity B)
APPROVE AS TO FORM AND LEGALITY:
Office of The County Counsel
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.
ACKNOWLEDGMENT
STATE OF e7khfF9RNhk )
COUNTY OF )
OnPlrxA .✓ �i 19 9(abefore me, qi
re5lOCent VPF1.naAeA ac A al
(insert name and title of the officer),personally appeared
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
Signature (Seal)
101Q 7/a00d
Acknowledgment(by Corporation,Partenrship or Individual)
Civil Code Sec. 1189
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.
'Disclosing Party' shall have the meaning set forth in Section 7.5.
"Documentation"shall have the meaning set forth in Section 8.4.
"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.
"First Productive Use"shall mean that point in time at which County processes"live"customer data with
software provided by Contractor.
1.2 Exhibit A hereto contains additional definitions of technical terms to be used with this Agreement and
its exhibits.
2.0 EXHIBITS
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 F Maintenance Agreement
Exhibit G Software License Agreement
3.0 PRICING AND PAYMENT
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.
3.3 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.
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 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 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 perform work under this Agreement who do not comply with such rules.
5.3 Unless otherwise requested in writing by the County and agreed to by Contractor, 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.
6.0 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 1 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 less 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 1 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, the 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 1 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.
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.
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 ("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 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 OF LOSS
Risk of loss or damage for the Products shall pass to the County upon delivery of the Products to the County.
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 US 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 in the defense against such suit.
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 equipment, 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, 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 through the Final Testing Period as defined in Exhibit C and no later
than 12/31/1997. 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 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 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 to the County that all software developed, distributed, installed or
programmed by Contractor pursuant to this Agreement will comply with the ISO 9000 or ANSI standard date format so
as to correctly manipulate and present date-sensitive data both before and after January 1, 2000. Contractor further
agrees that all hardware developed, delivered or installed by Contractor pursuant to this Agreement will comply with the
ISO 9000 or ANSI standard date format so as to correctly manipulate and present date-sensitive data both before and after
January 1, 2000. Upon being notified in writing by County of the failure of any software or hardware to comply with the
ISO 9000 or ANSI standard date format, Contractor will, within 60 days and at no cost to County, replace or correct the
non-complying hardware or software with hardware or software that does comply with the ISO 9000 or ANSI standard
date format.
12.8 NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING
WITHOUT LMTATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, WILL APPLY.
13.0 DELAYS
13.1 Except for the failure to make 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.
13.2 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 the Professional Services provided under this Agreement as
described in Exhibit A 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 the services provided under 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 an amount
equal to the sum of the following, less any amounts previously paid to Contractor and any additional amounts 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
noncancellable (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, such
amount not to exceed the total amount paid by the County to the Contractor
under this Agreement.
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 LMTATION OF LIABILITY;EXCLUSIVE REMEDIES
17.1 EXCEPT FOR THE COUNTY'S PAYMENT AND SOFTWARE LICENSE OBLIGATIONS
HEREUNDER, THE COUNTY SHALL HAVE NO LIABILITY TO CONTRACTOR OR ITS SUBCONTRACTOR'S
FOR ANY BREACH OR TERMINATION OF THIS AGREEMENT.
17.2 EXCEPT FOR WILLFUL AND INTENTIONAL ACTS, AND EXCEPT AS OTHERWISE
PROVIDED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR SAVINGS,
LOSS OF USE OF SERVICES, COST OF CAPITAL, COST OF SUBSTITUTE SERVICES, DOWNTIME COSTS, OR
DAMAGES AND EXPENSES ARISING OUT OF THIRD PARTY CLAIMS.
17.3 THE REMEDIES SPECIFIED IN THIS AGREEMENT ARE EXCLUSIVE.
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 30 days after
such matter is referred to senior management, then 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 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 I of this Agreement or to such other address as may be substituted by notice. Notice will be effective on the
date of receipt.
21.0 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;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.
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.
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.
22.0 CONTRACT DOCUMENTS
The documents which constitute the Agreement between the parties consist of the following:
a) This Agreement and all the Exhibits referred to under this Exhibts Section in this Agreement;
b) The Contractor's response to the RFP;and
c) Statement of Work.
In the event of a conflict between the terms and conditions of the documents which constitue this Agreement
between the parties,the document which is first listed in the above paragraph will prevail.
EXHIBIT A
STATEMENT OF WORK
1. General Description of Project
The Project involves the purchase, installation, testing and maintenance of an automated time
keeping system ("Project") which consists of a complete computer system including hardware, as
well as licensed software which is capable of the functionality as described in the RFP dated
10/31/95. The project will be implemented at the following site:
Contra Costa. County
Data Processing Services
30 Douglas Drive
Martinez, CA 94553-4068
2. Project Phases
Project will comprise of phases as listed in Exhibit C.
3. Contractor Professional Services
Contractor will provide the services of Richard Powers to ensure successful completion of the
Project. Contractor shall provide the services as described in the Statement of Work, attached
hereto. 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.
b. Implementation Schedule
Contractor and the County shall perform their duties and responsibilities hereunder in
accordance with the schedule in Exhibit C. 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 other-wise 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
GI/ate
a. Licensing Terms
The software provided under the Agreement shall be referred to as the "TKC/S Software."
The TKC/S Software is licensed to the County pursuant to the terms and conditions of the license
agreement(s) attached hereto as Exhibit G and shall include any Customizations as referred to in
Section 4.b below.
b. Customizations to Contractor's Base Software
Customizations defined as change in parameters, 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
Promptly after completion of the Project, Contractor will enter into a source code escrow
agreement in the form of Exhibt H and deliver a copy of the source code for the TKC/S Software to
Data Securities International Inc. Thereafter, Contractor will deliver a copy of each revision or
update to the TKC/S Software, implemented by the County, to the escrow agent promptly after
County implementation of such revision or update. Such escrow service will be provided at County's
expense.
d. Custom Software
Any custom software ("Custom Software") developed for the County pursuant to the Project, apart
from the base software customizations referred to in Section 4.b above, shall be based on mutually
agreed upon specifications, will be under warranty for a period of one year from the day of
installation of such Custom Software and be licensed to the County pursuant to the terms and
conditions of the Software license agreement. Contractor explicitly agrees to support the Custom
Software under its maintenance agreement, provided County purchases software maintenance
services on the Custom Software.
5. Software Support
a. Programming Assistance
Contractor shallrovide Programming assistance to the County as requested by the County
and at the rates specifiedpin Exhibit B.
b. Telephone Support
Software telephone support will be provided pursuant to the provisions of Exhibit F.
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 two copies of
a comprehensive user manual for the Project and at least two copies of any technical manuals provided
with the Project (system administration manual, programming manual, and the like). 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. Training
Contractor will provide training as described in the Statement of Work.
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 Testing
The Project as delivered and installed by Contractor will be tested in accordance with the
provisions of Exhibit D.
11. 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
good title to the hardware shall pass to County upon payment in full of the purchase price for 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.).
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 ninety (90) days after Acceptance of the TKC/S Harware. Contractor
represents and warrants that the hardware sold hereunder qualifies for service under its manufacturer's
standard warranty and post-warranty maintenance. Contractor will provide County with all necessary
documentation to activate such warranty and post-warranty maintenance.
13. Relocation of Project
The County shall have the right to relocate the Project to another County site in Contra Costa County
upon written notice to Contractor. The County shall also have the right to transfer the TKC/S software to
another County computer system upon written notice to Contractor. If the change in system is to different
computer architecture which is supported by Contractor, then such transfer will occur with no cost to the
County.
EXHIBIT B
EQUIPMENT AND SOFTWARE DELIVERABLE ITEMS
PRICING FOR ADDITIONAL ITEMS
1. Hardware and Software
Description Quantity Amount
Timekeeper C/S 12,000 Employee Software 1 $ 112,200
100 User Accounts 1 $ 30,000
Bi-Directional Interface to PeopleSoft 1 $ 12,250
Bi-Directional Interface to Ansos 1 $ 13,995
Professional Services (Implementation and Training) $ 121,650
Total $ 290,095
Discount $ -47,647
System Total $ 242,448
2. Software Maintenance
Description Basic Premium Mission Critical
Timekeeper C/S 12,000 Employee Software $ 16,830 $ 20,195 $ 32,706
100 User Accounts $ 4,500 $ 5,400 $ 6,900
Bi-Directional Interface to PeopleSoft $ 2,350 $ 2, 350 $ 2,350
Bi-Directional Interface to Ansos $ 2,800 $ 2,800 $ 2,800
Total: $ 26,480 $ 30,745 $ 44,756
3. Additional Hardware and Software
Description Quantity Amount
WebTime, Time Entry Software, 500 Users 1 $18,990
WebTime, Time Entry Software, 1500 Users 1 $36,990
WebTime, Time Entry Software, 3000 Users 1 $47,990
ACES Scanner SR-360 Pen Read 1 $ 7,690
ACES Plus Software - unlimited employees 1 $ 8,820
All hardware and software items purchased from Contractor by September 15, 1997
will qualify for a 28% discount.
All hardware and software items purchased from Contractor after September 15, 1997
will qualify for a 19% discount.
4. Maintenance on additional Hardware and Software
Description Basic Premium Mission Critical
WebTime, Time Entry Software, 500 Users $2,849 $3,419 $4,368
WebTime, Time Entry Software, 1500 Users $5,549 $6658 $8508
WebTime, Time Entry Software, 3000 Users $7,199 $8,639 $11,038
ACES Scanner SR-360 Pen Read $375 Not available Not available
ACES Plus Software - unlimited employees $570 Not available Not available
5. Professional Services
Contractor will provide the services described in the Statement of Work attached hereto and
made a part hereof.
Implementation Cost $56,850
Training $64,800
6. Additional Training
Training not included in the Contract Price will be provided by Contractor at a rate of$360/day
per student.
7. Additional Consultation
Consultation not included in the Contract price will be provided by the Contractor at a rate of
$1500/day.
8. Expenses
Contractor's costs and expenses of telephone, travel to the County's office, and other office and
travel expenses are included in the costs listed above and are not reimbursable.
9. Payment Terms For Additional Hardware
For any additional hardware the County will purchase in the future, Contractor will invoice the
County within 30 days after delivery of such hardware.
EXHIBIT C
PROJECT MILESTONES
AND SPECIAL PAYMENT PROVISIONS
1. Execution of contract
Upon the execution of this Agreement, Contractor will invoice the County for 10% of the
software license price and 5% of the Implementation price.
2. Adoption of Project Plan
Upon approval of this Agreement by the County's Board of Supervisors on 11/19/1996,
Contractor and County staff will meet before 11/29/1996 for a joint project planning
session. A project plan will be developed and adopted by the County by 12/6/1996.
3. Base Software Load
Installation of all TKC/S Software (Informix version) in accordance with the installation
documentation provided by Kronos on the County's RS6000 machine no later than
12/31/1996. Contractor will also deliver all published documentation for the TKC/S
Software. Upon verification of code load and functionality, Contractor will invoice the
County for 25% of the software license price and 10% of the Implementation price.
4. Definition Phase
Contractor will complete definition of County's time reporting business rules, and
Contractor's report of issues, required system modifications and cost estimates and
proposed changes of to time reporting rules. This phase will be completed no later than
3/21/ 1997. At the completion of this phase, Contractor will invoice the County for
20% of the software license price, 25% of the Implementation price and 25% of the
Training price.
5. Prototype Phase
Contractor will configure a working timekeeper C/S prototype suitable for testing: set up all
timekeeper C/S tables, parameter indicators, and option selections reflecting the County's
time reporting business rules and import of County's PeopleSoft database. At least 80
employees will be used in the construction of the prototype. This phase will be completed
no later than June 26, 1997. At the completion of this phase, Contractor will invoice the
County for 10% of the software license price, 25% of the Implementation price and 30% of
the Training Price.
6. Interface phase
Contractor will successfully install and demo test the interface programs(s) between TKC/S
Software and PeopleSoft HRMS Rel 5.12 and 6.0 (6.x). Contractor will also successfully
install and demo test the interface between TKC/S Software and County Hospital ANSOS
Scheduling System. This phase will be completed no later than July 26, 1997. At the
completion of this phase, Contractor will invoice the County for 15% of the software
license price and 10% of the Implementation price.
7. Initial testing
Contractor in conjunction with the County will complete initial testing of the TKC/S
Software by 8/20/1997. At the completion of this phase, Contractor will invoice the
County for 10% of the Implementation price and 30% of the Training Price.
8. Final testing
Contractor in conjunction with the County will complete final testing in accordance with
Exhibit D of the TKC/S Software and the interfaces to PeopleSoft and ANSOS interfaces
and all and any custom software. This phase will be completed no later than 9/20/1997. At
the completion of this phase, Contractor will invoice the County for 10% of the software
license price and 10% of the Implementation price.
9. First Productive Use
The TKC/S Software will be put it its First Productive Use no later than 1/1/1998, at which
time the Contractor will invoice the County for 10% of the software license price and 5% of
the Implementation price and 15% of the Training Price.
EXHIBIT D
ACCEPTANCE CRITERIA
County shall have an Acceptance Test Period commencing upon installation. Installation shall be
defined as a) the clocks are mounted; b)training is complete; and c) clocks are communicating to the
personal computers. During the Acceptance Test Period, County shall determine whether the Software
described in Exhibit B operates substantially in accordance with (i) Contractor's response to the RFP,
attached hereto; and (ii)Documentation delivered with the software.
The Acceptance Test Period shall continue through 12/31/1997. If County does not notify Contractor
of discrepancies during this period, then the Software will be deemed accepted. Upon receipt of written
notice of discrepancies, Contractor shall have thirty (30) days to cure the discrepancies and County will
have an additional 30 days to evaluate the software and equipment.
If discrepancies are not resolved during the second 30 day period, Either Contractor or County has the
option of terminating this Agreement. Upon termination of this Agreement, County will return all
software and hardware and receive a refund of all monies paid to Contractor under this Agreement.
-niL.R-,-PQA , -6
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 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 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 inusrance 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.
SPECIAL CONDITIONS
A. COUNTY AFFIRMATIVE ACTION REQUIREMENTS
The Contra Costa County Board of Supervisors has adopted 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. Vendors should indicate how they
intend to meet these requirements which are further described in Attachment II of the RFP.
C"e_61V
EXHIBIT F
MAINTENANCE AGREEMENT
1. DEFINITIONS
a. "TKC/S " means description of the system
b. " TKC/S Hardware" means the equipment portion of the Project which is listed on the
attached Schedule as it may be amended.
C. " TKC/S Software" means Proprietary Software and Third-Party Software which
are part of the Project 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 renders the
Project host or Project site effectively unusable.
f. "Proprietary Software" means TKC/S Software which is developed by or licensed
to Contractor and is maintained by Contractor.
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
TKC/S software to avoid an error without significantly impairing performance of the TKC/S software.
2. COVERAGE AND GENERAL MAINTENANCE 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 TKC/S Hardware and
TKC/S Software listed on the attached Schedule. Additional TKC/S Hardware and TKC/S Software
may be added upon written notice from the County to Contractor and payment of the applicable fee as
calculated in accordance with Section 9c hereof TKC/S Hardware and TKC/S 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 TKC/S 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 TKC/S 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 Project, when used in accordance with the applicable user manual, 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 TKC/S Software. Contractor' sole
obligation under this warranty will be to repair promptly the TKC/S Software or provide the other
remedies set forth in Section 4 of this Maintenance Agreement.
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 TKC/S problems via modem and
correction of such problems remotely or on-site, if necessary, as reasonably determined by Contractor.
Contractor will provide without charge all labor and parts for the TKC/S Hardware necessary for
keeping the System in good working order.
C. Contractor shall exercise commercially reasonable efforts to correct any replaceable
error in the Proprietary software reported by the County which causes the TKC/S to fail to operate
substantially in accordance with its user manual. Contractor will attempt to correct as soon as possible
errors which cause a Major Malfunction or materially restrict the full use of TKC/S 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. For other errors in the
Proprietary Software, Contractor will use reasonable efforts to include a correction in the next release
of the Proprietary Software, and use its Best Efforts to issue such release within six months after
discovery of such error. Contractor shall provide all updates, enhancements, improvements to the
Proprietary Software, and installation support without charge. Contractor shall provide release notes
and revised documentation therefor.
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 TKC/S Hardware which are provided by the third-party
publisher or manufacturer. Contractor shall provide the County with release notes and revised
documentation therefor, which are provided to it by the publisher or manufacturer.
e. Any modification to the Custom Software which is required to ensure compatibility of it
with updates, enhancements, and improvements to the Proprietary Software or Third-Party Software
shall be accomplished by Contractor without 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
For major malfunctions during Critical Payroll Processing Period, defined as the 48-hour period
just prior to the running of the County's payroll, Contractor will respond by phone within 60 minutes
and resolve the problem remotely for the first twenty four hours. In the event that the problem has not
been resolved, Contractor will provide on-site technical services to the County until the problem has
been resolved, at no charge to the County. For Major Malfunctions that occur outside the Critical
Payroll Period, Contractor will provide the services as set forth in Section 5.
S. SERVICE HOURS AND RESPONSE TIMES
a. Except as otherwise provided herein, Contractor shall provide the services set forth in
Section 3 hereof 24 hours a day seven days a week.
G� /ate
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 Malfunction within 60 minutes via telephone. If Contractor reasonably
determines that 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.
6. SPARE PARTS
a. Parts, maintenance, and manufacturing field support shall be available for TKC/S
Hardware for a period of not less than three years from the date of final acceptance by the County of
the TKC/S Hardware.
b. Contractor will use its best Efforts to provide each such spare part for TKC/S Hardware
shall be available to the County within two hours after the need for such part is identified.
7. RESPONSIBILITIES OF 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 TKC/S during the County's regular business hours and thereafter, if necessary. The
County shall refrain from making repairs or modifications to the TKC/S without the advance written
approval of Contractor. The County shall provide a telephone line for remote diagnosis of the TKC/S
by Contractor. It is the responsibility of the County to ensure that all of its electronic files on the
TKC/S are periodically and adequately duplicated and documented. CONTRACTOR WILL NOT BE
RESPONSIBLE FOR THE COUNTY'S FAILURE TO DO SO, NOR FOR THE COST OF
RECONSTRUCTING DATA STORED ON THE TKC/S WHICH IS LOST FOR ANY CAUSE
WHATSOEVER.
8. EXCLUDED SERVICES
Maintenance service does not include repair of damages or replacement of spare parts resulting from:
a. Any cause external to the TKC/S Hardware, TKC/S Software or Custom Software
including, but not limited to, electrical work, fire, flood, water, wind, lightening, transportation, or any
act of God; or
b. County's failure to provide a suitable installation environment in accordance with
Contractor's specifications, or adequate continuos electrical power; or
C. County's improper use, relocation, refinishing, management or supervision of the TKC/S
Hardware, or other failure to use the TKC/S Hardware in accordance with Contractor's specifications;
or
d. County's repair, attempted repair or modification of the TKC/S Hardware, TKC/S
Software, or Custom Software without prior authorization from Contractor; or
e. County's use of TKC/S Hardware, TKC/S Software and Custom Software for purposes
other than those for which they are designed or the use of accessories or supplies not approved by
Contractor; or
f. County's personal computer malfunctions. Any maintenance necessary as a result of
Section 8 (a through f) shall be charged to the County at the then applicable Contractor's preferred time
and materials rate.
9. CHARGES AND PAYMENT
a. There shall be no charge to the County until 1/1/1998 for the Use of the TKC/S
Hardware and TKC/S Software under this Maintenance Agreement. After 1/1/1998, Contractor will
invoice the County for 44,756 for the TKC/S Software.
b. Thereafter, the County shall pay Contractor the applicable fees listed on Exhibt B.
Maintenance fees are billed on an annual basis, payable in advance.
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
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 for TKC/S Software and any Custom Software shall
commence on 1/1/1998 and shall continue for one year 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 for TKC/S Software and Custom Software 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 prior to the end of such term.
b. This Maintenance Agreement for TKC/S Hardware shall commence with the
Acceptance of the TKC/S Hardware and shall continue for a period of one year 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 for TKC/S
Hardware 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 prior to the end of such term.
C. Either party may terminate this Maintenance Agreement upon written notice to the other
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.
d. The County shall be entitled to a pro-rata refund of fees paid in advance in the case of a
termination.
11. REPRESENTATIONS AND LI IITATION 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
TKC/S was procured from Contractor. TKC/S 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.
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 TKC/S, 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 LMTED 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.
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.
EXHIBIT G
SOFTWARE LICENSE AGREEMENT
License Terms
Kronos owns or has the right to license the Software. The Software contains proprietary trade secret
technology. Unauthorized use and copying of such technology is prohibited by law, including United
States and foreign copyright law. The price County pays for a copy of the Software constitutes a
license fee that entitles County to use the software as set forth below.
Kronos grants to County a non-exclusive nontransferable license to use the Software. This License
may be terminated by Kronos by written notice to County upon any material breach of this License
Agreement by County. This license is subject to the terms set forth below:
a) County recognizes and agrees that the license to use the Software is limited, based upon the
amount of the license fee paid by County, limitations may include the number of employees,
simultaneous users, Software product modules, Software features, computer model and serial
number, and/or the number of terminals to which the Software is permitted to be connected. County
agrees to: 1) use the Software only for the number of employees, simultaneous users, Software
product module, Software features, computer model and serial number and/or terminals permitted by
the applicable license fee; 2) use only the product modules and/or features permitted by the
applicable license fee; 3)use the Software only in support of County's own business. County agrees
not to increase the number of employees, simultaneous users, terminals, product modules, features, or
to upgrade the model, as applicable, unless and until County pays the applicable fee for such
increase/update. County may not relicense or sublicense the Software to, or otherwise permit use of
the Software (including timesharing or networking use) by any third party. County may not provide
service bureau or other data processing services that make use of the Software without the express
prior written consent of Kronos.
b) County may use the computer programs included in the Software (the "Programs") in object code
form only, and shall not reverse compile, disassemble, or otherwise convert the Programs into
uncompiled or unassembled code.
c) County may copy the Programs as necessary to load and execute the Programs and for backup
purposes only. All copies of the program and any part thereof, whether in printed or machine readable
format and whether on storage media or otherwise, are subject to all the terms of this license, and all
copies of the Programs or any part of the Programs shall include the copyright and proprietary rights
notices contained in the Programs as delivered to the County.
d) In the event that Kronos supplies updates, corrections, modifications, new versions or new releases
of the Software, (collectively referred to as "Updates") such Updates shall be part of the Software
and the provisions of this License shall apply to such Updates and to the Software as modified
thereby.
e) County may terminate this License at any time by returning to Kronos the original copy of the
Software and destroying all other copies of the Software. Upon termination of this License by
Kronos, County will return the original Software to Kronos and destroy all the other copies of the
Software.
Limited Warranty.
Kronos warrants that it has title to the Software and the authority to grant license to use the
Software. Kronos warrants that the Software will perform substantially in accordance with the
Documentation provided with the Software for as long as Kronos continues to support the version of
the Kronos Software in use at the County. Kronos's sole obligation is to repair or replace the
defective Software, provided County notifies Kronos of the deficiency. KRONOS DISCLAIMS ALL
OTHER WARRANTIES EXPRESS OR IMPLIED UNDER THIS LICENSE AGREEMENT
INCLUDING BUT NOT LIMITED TO THE WARRANTY IF MERCHANTIBILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability.
EXCLUDING DAMAGES INCURRED UNDER THE "INFRINGEMENT PROTECTION
CLAUSE IN THE HE MAIN AGREEMENT", KRONOS'S LIABILITY FOR DAMAGES UNDER
THIS SOFTWARE LICENSE AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT
PAID BY COUNTY TO KRONOS FOR THE SOFTWARE. IN NO EVENT WILL KRONOS BE
LIABLE FOR LOST PROFITS OR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE
SOFTWARE, WHETHER CLAIMED UNDER THIS LICENSE OR OTHERWISE.
C . Ion
19 '9 So
LICENSEE ESCROW AGREEMENT
Account Number: 1118001-00001
This Licensee Escrow Agreement ("Agreement") is effective this day of
. 199_, by and between Data Securities International, Inc.
("DSI"), a Delaware corporation and
("Registered Licensee").
Notices to Registered Licensee should be sent to:
Address:
Designated
Representative:
Phone Number:
Notices to DSI must be sent to :
Data Securities International, Inc.
Att: Contract Administration
9555 Chesapeake Drive Suite 200
San Diego, California 92123
(619)457-5199
WHEREAS, Registered Licensee has or will enter into a contract(s) with
("Licensor") for the use of proprietary technology
and other materials;
WHEREAS, DSI has entered into an agreement with Licensor pursuant to which
DSI has agreed to store certain proprietary data relating to the proprietary technology
and related materials;
WHEREAS, Licensor has deposited with DSI certain proprietary data relating to
such proprietary technology and related materials;
WHEREAS, Licensor has designated Registered Licensee to have controlled
access to a copy of the related proprietary data by executing a "Licensee Registration
Document', attached hereto and hereinafter referred to as Exhibit A;
NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, and in consideration of the promises, mutual covenants and
conditions contained herein, the parties hereto agree as follows:
Copyright 1987 DSI KIvl1PA87/SD
ARTICLE 1
Existing Deposit. The Deposit consists of all material currently supplied by
Licensor to DSI as specified by the accompanying document(s) -alled a "Description of
Deposit Materials" hereinafter referred to as an Exhibit B(s).
Deposit Changes. Pursuant to the Exhibit A's incorporated herein, the Licensor
may or may not have the option to update the Deposit with supplemental or
replacement materials. DSI shall also be under no obligation to process an update to the
Deposit for which update or replacement service fees have not been paid.
Supplemental Deposit. The Supplemental Deposit will include any materials
added to the Deposit by Licensor accompanied by an Exhibit B. Within ten (10) days of
acceptance by DSI of such Supplemental Deposit, DSI shall notify Registered,Licensee
by issuing a copy by mail of the Exhibit B.
Replacement of Deposit. Replacement materials replace the complete Deposit.
Licensor will submit to DSI the Replacement materials accompanied by an Exhibit B.
Registered Licensee may have the option if specified in the attached Exhibit A to
request DSI to retain the complete existing deposit. If Registered Licensee does not
have the option or permits the existing deposit to be replaced, DSI shall within ten(10)
days of acceptance by DSI of such replacement materials, notify Registered Licensee by
issuing a copy by mail of the Exhibit B.
ARTICLE 2
Definition of Registered Licensee. Licensor has enrolled Licensee as a
Registered Licensee. Licensor.has executed and submitted a"Licensee Registration
Document" containing additional rights, terms and conditions of registration, Licensee
will hereafter be referred to as a Registered Licensee with the rights as defined in this
Agreement and in the accompanying Exhibit A. Should Registered Licensee not execute
and return this Agreement, DSI reserves the right not to service Articles 6, and 7, and
DSI shall notify Licensor in writing of Licensee's failure to execute and return this
Agreement.
ARTICLE 3
Obligations of Data Securities International. Inc. DSI agreed to establish a
receptacle in which it placed the Deposit and put the receptacle under the control of one
or more of its officers, selected by DSI, whose identity shall be available to Registered
Licensee at all times.
DSI shall exercise that high level of care in carrying out the terms of this
Agreement as DSI would use to protect items of this nature which DSI might own.
If the Exhibit A permits verification of the Deposit and if Registered Licensee
separately contracts for verification, DSI shall perform validation and/or verification
services to determine the accuracy, completeness and sufficiency of the Deposit.
Page 2 HIvl/PA87/SD
G•ion
ARTICLE 4
Term of Agreement. This Agreement will coincide with the current term of the
Deposit Agreement between Licensor and DSI. This Agreement may be renewed for
additional one-year periods so long as the Deposit Agreement is in effect and upon
receipt by DSI of the specified renewal fees paid by Registered Licensee. In the event
that the renewal fees are not received within thirty (30) days before the expiration date,
DSI shall so notify Licensor and Registered Licensee of the thirty (30) day expiration
period. If the renewal fees are not received within the subsequent thirty (30) days, this
Agreement will expire without further notice and without liability to any other party.
In the event that Registered Licensee pays the renewal fees pursuant to the
thirty(30) day expiration notice received, DSI shall notify Licensor. If Licensor is of the
opinion that any necessary condition for renewal is not met, Licensor may so notify DSI
and Registered Licensee in writing. The resulting dispute will be resolved pursuant to
the Dispute Resolution Process defined in the Exhibit A for Registered Licensee.
ARTICLE 5
Expiry. Upon non-renewal of this Agreement, all duties and obligations of DSI
to Registered Licensee will terminate.
ARTICLE 6
Filing for Release of Deposit. If DSI is notified by Registered Licensee of the
occurrence of a release condition as defined in the Exhibit A and Registered Licensee
includes at that time the filing for release fee, DSI shall so notify Licensor by certified
mail with a copy of the notice from Registered Licensee. If Licensor provides contrary
instruction, as defined in this Article within thirty (30) working days of the mailing of
the notice to Licensor, DSI shall not deliver a copy of the Deposit to the Registered'
Licensee.
Contrary instruction for the purposes of this article, means the filing of an
affidavit or declaration with DSI by an officer of Licensor, stating that a Release
Condition has not occurred, or has been cured. DSI will immediately send to Registered
Licensee a copy of contrary instruction. Upon receipt of contrary instruction by DSI,
DSI shall not deliver a copy of the Deposit and shall continue to store the Deposit until
otherwise directed, in writing, by Registered Licensee and Licensor joinily, or until
resolution of the dispute pursuant to the Dispute Resolution Process defined in the
Exhibit A or by a court of competent jurisdiction.
Page 3 HIvl/PA87/SD
ARTICLE 7
Release of Deposit Copy. Release conditions are defined in Exhibit A.
In the event that DSI does not receive contrary instruction as defined in Article
6, DSI is authorized to release a copy of the Deposit to Registered Licensee.
Registered Licensee will be responsible for all fees associated with copying and
distributing the Deposit.
ARTICLE 8
Non-Disclosure. Except as provided in this Agreement, DSI agrees that it shall
not divulge, disclose, make available to third parties, nor make any use whatsoever of
the Deposit, or any information provided to it by Registered Licensee in connection with
this Agreement or Exhibits, without the express written consent of Registered Licensee.
ARTICLE 9
Indemnification. Registered License@ agr-e-e-P,to- defend-—And-i—nd-em—fkify PSI and
hold DS! harmless ffem and against any a-Ad au Glaims, avotin-a-s- i—and-Suits, and ffem an
s)
red by PSI Em meeunt of any aet or emission of PSI in respeet to or with regard to
�L_.. A b`c'crm�c o sept as-specified in Articles 3 and here . SAA Q# ,
ARTICLE 10
Audit Rights. DSI agrees to keep written records of the activities undertaken
and materials prepared pursuant to this Agreement. Registered Licensee will be
entitled at reasonable times during normal business hours and upon reasonable notice
to DSI during the term of this Agreement to inspect at DSI the records of DSI with
respect to this Agreement, but such inspection shall not include inspection of the
Deposit Materials itself.
Licensor will be entitled, upon reasonable notice to DSI and during normal
business hours, to inspect at the facilities so designated by DSI, and in the presence of
an employee of DSI, the physical status and condition of the Deposit. The status of the
deposit may not be changed by Licensor during the audit.
ARTICLE 11
Designated Representative. Registered Licensee agrees to designate one
individual to receive notices from DSI and to act on behalf of Registered Licensee with
respect to the performance of its obligations as set forth in this Agreement.
Page 4 KIvl/PA87/SD
Gv.ion
Article 9.
Indemnification: DSI shall be responsible to perform its
obligations under this Agreement and to act in a reasonable and
prudent manner with regard to this escrow arrangement. Provided
DSI has acted in the manner stated in the preceding sentence,
Registered Licensee agrees to indemnify, defend and hold harmless
DSI from any and all claims, actions, damages, arbitration fees
and expenses, costs, attorney's fees and other liabilities
incurred by DSI relating in any way to this escrow arrangement.
ARTICLE '12
General. DSI may act in reliance upon any instruction, instrument, or signature
believed to be genuine and may assume that any person Uiving any written notice,
request, advice or instruction in connection with or relating to this Agreement has been
duly authorized to do so.
This Agreement will be governed by, and construed in accordance with the laws
of the State of California.
This Agreement, including the Exhibits and Addenda hereto constitutes the
entire Agreement between the parties concerning the subject matter hereof, and will
supersede all previous communications, representations, understandings, and
agreements, either oral or written, between the parties.
If any provision of this Agreement is held by any court to be invalid or
unenforceable, that provision will be severed from this Agreement and the remaining
provisions will continue in full force.
ARTICLE 13
Fees. All service fees will be due in full at the time of the request for service.
Renewal fees will be due in full upon the receipt of invoice unless otherwise specified by
the invoice. For the purpose of annual renewal fees the effective date of this Agreement
will be the anniversary date of the Deposit Agreement previously entered into between
Licensor and DSI. Fees for this Agreement must be paid within sixty (60) days of
execution of this Agreement or this Agreement will be automatically terminated. Fees
for service requests must be paid within sixty (60) days or such service will be
automatically terminated.
All service fees and annual renewal fees will be those specified in DSI's schedule
of fees in effect at the time of renewal, or request for service, except as otherwise agreed.
For any increase in DSI's standard fees, DSI shall notify Registered Licensee at least
ninety (90) days prior to any renewal of this Agreement. For any service not listed on
the schedule of fees, DSI shall provide a quote prior to rendering such service.
Data Securities International
Regis r d see
By: By:
(Print name) (Print name)
Title: Title:
Page 5 HIvl/PA87/SD
EXHIBIT A
LICENSEE REGISTRATION DOCUMENT
ESTABLISHING A REGISTRATION ACCOUNT
TO THE
DEPOSIT AGREEMENT
Account Number: 1118001-00001
1. KRONOS INCORPORATED (Licensor) has established a Deposit Agreement
with Data Securities International, Inc. (DSI).
2. Licensor hereby enrolls the following as a Registered Licensee to that Deposit of
Proprietary Data described in the Description of Deposit Materials (Exhibit B) to that
Deposit Agreement:
Company Name:
Address:
Contact Name:
Phone:
3. Licensor grants to DSI the right to copy or reproduce at such time and in such
manner as DSI reasonably determines, the Deposit as DSI may now or in the future
have in its possession, only as permitted in the Deposit Agreement between the Licensor
and DSI.
4. Licensor, by amendment, hereby incorporates into that Deposit Agreement this
Exhibit A and the following attached articles for this particular registered Licensee:
a. Dispute Resolution Process
b. Release Conditions
c. Retention of Existing Deposit
d. Provision of Verification
e. Provision of Certification
Date: Date:
KRONOS INCORPORATED DATE SECURITIES INTERNATIONAL
Licensor
By: By:
Title: Title:
Copyright 1987 DSI KRONOS/A87
r
EXHIBIT A.a
REGISTRATION TO DEPOSIT AGREEMENT
Account Number: 1118001-00001
ARTICLE
DISPUTE RESOLUTION PROCESS
Disputes. In the event of a dispute as to which this Article applies, DSI shall so notify
Licensor and Registered Licensee in writing. Such dispute will be settled by arbitration
in accordance with the rules of the American Arbitration Association. Licensor and
Registered Licensee will each select one arbitrator and a third arbitrator will be selected
unanimously by the two arbitrators selected by the parties. If the two arbitrators
selected by the parties are unable to select the third arbitrator within ten (10) days of
the filing of the demand or submission for arbitration, the parties will consent to the
selection of the third arbitrator by eta office of the American
Arbitration Association. Unless o erwise agreed to by Licensor and Registered
Licensee, arbitration will take pla e a . At the request of the
either party, arbitration proceedir gs will be conducted in the utmost secrecy; in such
case all documents, testimony, an records will be received, heard, and maintained by
the arbitrators in secrecy under sE al, who will agree in advance and in writing, to
receive all such information confi entially and to maintain such information in secrecy
until such information will becom generally known. All fees owed to DSI will be paid
prior to the arbitrators rendering heir decision. Judgment upon the award may be
entered in any court having jurisdiction thereof.
a C'a�U
KRONOS INCORPORATED DATA SECURITIES INTERNATIONAL
Licensor
Initial Initial
Copyright 1987 DSI KRONOS/A87
EXHIBIT A.b
REGISTRATION TO DEPOSIT AGREEMENT
Account Number: 1118001-00001
ARTICLE
DEFINITION OF RELEASE CONDITIONS
Release Conditions. The term "release conditions" is defined and used to mean:
1. Failure of Licensor to carry out maintenance or support obligations imposed on it
pursuant to the license agreement or other agreement between the Licensor and
Registered Licensee;
2. Failure of Licensor to continue to do business in the ordinary course;
3. Existence of any one or more of the following circumstances, uncorrected for
more than sixty (60) days: entry of an order for relief under Title 11 of the
United States Code; the making by the Licensor of a general assignment for the
benefit of creditors; the appointment of a general receiver or trustee in
bankruptcy of Licensor's business or property; or action by the Licensor under
any state insolvency or similar law for the purposes of its bankruptcy,
reorganization, or liquidation. The occurrence of the described events will not
constitute a Release Condition if, within the specified sixty (60) day period,
Licensor (including its assignee or its receiver or trustee in bankruptcy) provides
to Registered Licensee adequate assurances, reasonably acceptable to Registered
Licensee, of its continuing ability and willingness to fulfill all of its maintenance
and support obligations.
KRONOS INCORPORATED DATA SECURITIES INTERNATIONAL
Licensor
Initial Initial
Copyright 1987 DSI KRONOS/A87
I
EXHIBIT A.c
REGISTRATION TO DEPOSIT AGREEMENT
Account Number: 1118001-00001
ARTICLE
RETENTION OF EXISTING DEPOSIT
Retention of Existing Deposit. Within ten (10) days of receipt of a request by the
Licensor to Replace the Deposit, DSI will send notice to Registered Licensee including a
copy of the Exhibit B describing the new materials stating that Licensor requests to
replace the existing Deposit.
Registered Licensee has twenty (20) working days from the mailing of such
notice by DSI of the Licensor's request of replacement to instruct DSI that the Existing
Deposit is to be retained by DSI. A retention of existing Deposit by DSI could incur and
additional storage fee as specified from time to time by DSI's schedule of fees. DSI
agrees to notify Licensor, in writing, of any Registered Licensee that requests retention
of the Existing Deposit.
If Registered Licensee does not instruct DSI to retain the Existing Deposit, DSI
shall permit such Existing Deposit to be replaced with Replacement Materials.
Permission is hereby given by Licensor to DSI to retain Existing Deposit if so
requested by this Registered Licensee.
KRONOS INCORPORATED DATA SECURITIES INTERNATIONAL
Licensor
Initial Initial
Copyright 1987 DSI KRONOS/A87
I
EXHIBIT A.d
REGISTRATION TO THE DEPOSIT AGREEMENT
Account Number: 1118001-00001
ARTICLE
PROVISION FOR VERIFICATION
Verification Rights. If requested by this Registered Licensee, Licensor grants to DSI
the right to verify the Deposit for accuracy, completeness and sufficiency. Licensor
hereby also permits DSI to verify, audit and inspect the proprietary materials to be held
or held in deposit to confirm the quality of the proprietary materials for the benefit of
the Registered Licensee. Upon request by Licensor, DSI will issue a copy of the
Verification Report to Licensor.
KRONOS INCORPORATED DATA SECURITIES INTERNATIONAL
Licensor
Initial Initial
Copyright 1987 DSI KRONOS/A87
r
EXHIBIT A.e
REGISTRATION TO THE DEPOSIT AGREEMENT
Account Number: 1118001-00001
ARTICLE
PROVISION FOR CERTIFICATION
Certification by Licensor. Licensor represent and warrants to Registered Licensee
that:
a. The Deposit Materials delivered to DSI consist of the following information:
Source code deposited on computer magnetic media; all necessary and
available technical documentation which will enable a reasonably skilled
computer programmer or analyst to maintain or enhance the Licensed
Material without the aid of the Licensor or any other person or reference
to any other materials; including maintenance tools (test programs and
program specifications), and proprietary or third party system utilities
(compiler and assembler descriptions), and a description of the system
program generation; descriptions and locations of programs not owned by
Licensor but required by Licensor for use and support.
b. The Deposit Materials are contemplated proprietary materials as licensed to
registered Licensee pursuant to the Agreement between the parties. A
description of such is attached in Exhibit B.
KRONOS INCORPORATED DATA SECURITIES INTERNATIONAL
Licensor
Initial Initial
Copyright 1987 DSI KRONOS/A87
ut-I Z3 Jb 'lb-5`_�1 t K KN•IJNUS INC 51 F�4671552 TO 3131459 P.02111
/(- 19- 9b
!STP1-TE,-AFM1f
kw4 KDO1
October 8, 1996
Mr.Mike 1,aSrie
Contra Costa County("vustomee)
Department of Information Technology
30 Douglas Drive
Martinez,CA 94553
Dear Mike:
Thank you for the opportunity to work with your organization and address your labor
management needs. I have enjoyed working with you and your colleagues as we have
discussed the value that Kronos and our products can provide to Contra Costa County.
The purpose of this Statement of Work is to specify the services,training,and other
implementation-related items("Services')which Kronos and Customer have estimated and
agreed are required by Customer for their Kronos products. The technical configuration,scope
of the project;and roles and responsibilities of Kronos and Customer are defined in this
Statement of Work and form the basis of the estimate of the services required.
The applicable sales agreement shall specify the Products purchased/licensed by Customer_,and
the prices for the Services. The Services are subject to all the terms and conditions of the Sales
Agreement.
Scope
The Services purchased by Customer will support the implementation of Timekeeper CIS. The
Services will support the following implementation schedule:
• Customer plans to"go live"with Peoplesoif applications and Timekeeper CIS on JwRiary
1, 1998
• During 1997,Kronos will support Customer with software installation,soilware
configuration,and testing/parallel run with existing systems.
• Customer expects approximately 8500 employees will be included in Timekeeper CIS.
The following facilities or departments are included in this employee total:
Facility/Department
651 pine
1 finance Building
Health Services
DA Family Support
Social Services
OCT 23 196 16:59 FR KRONOS INC 5104671552 TO 3131459 P.03111 A-0
Timekeeper C/S Statement of Work Page 2
•
If Timekeeper C/S will be implemented at facilities or departments other than those listed
above, Customer assumes responsibility at these additional facilities for software
installation, configuration, and training. These services can be purchased from Kronos
but are not included in this Statement of Work,
Technical Configarution
The agreed upon technical configuration for the Timekeeper CIS implementation includes the
following. Any delay in providing,or lack of availability,of any of the items in the
configuration will delay the Timekeeper CIS installation.
Network
Wide Area Network is in place and connects the various county facilities. Some sines are
running 4MB Ethernet,others are running l OMB Ethernet. Tl lines are in place as the
connection for other facilities.
Database Server
An RS6000 server will be used as the Timekeeper CIS database server. Informix version
7.1 will be the database run on this server. Server specifications are Model 7013430 with
4 processors,512M RAM running AIX version 4.1. This server is already purchased
and.installed. Customer is not yet running production applications on this server.
Customer plans to runt PeopleSoft Human Resources and Payroll applications on the same
database server with Timekeeper C/S. The Human Resources applications is expected to
go live in May 1997 and the Payroll application is expected to go live in January 1998.
Web Server
Customer will use a Sun SparcStation for the Web Server. Customer currently plans 500
WebTime users. Kronos WebTime server requirements currently include:
■ Windows NT Server 3.51 or greater with service pack 4.0
• Netscape Enterprise 2.0 or Microsoft Internet Information Server 1.0 Web Server
software
1 OB or more disk space
• 64 to 96 MB RAM
Multiple processors are recommended in the WebTime server. This server specification
assumes that no other commercial web software will be running on the server. If
additional software will be run on the server,additional resources may be required.
Kronos may need to modify the reconunended requirements for WebTime servers.
Customer will be notified if these requirements change_
Clients PCs
Customer will run Timekeeper C/S client PCs using the Windows 95 operating system.
Customer has some PCs that are currently meet the Timekeeper specification. Customer
OCT 23 '9G 14:00 FR KRONOS INC 5104671552 TO 3131459 P.04i11
Timekeeper CIS Statemcat of Work Page 3
will continue to upgrade existing systems for use as Timekeeper CIS clients or purchase
additional PCs.
The specification on the client PCs is 486/66 or Pentium processor, 16 MB RAM,20-30
MB of available disk space,and the Windows 95 operating system
When the implementation is complete,Customer expects to have 90-100 personal
computers used as Timekeeper CIS clients.
Data Collection
At the present time,Customer intends to use Kronos WebTime product. 500 users are
currently planned for WebTime.
Customer may utilize Aces scam and/or TeleTlune entry for data collection at some
future time. Implementation support for these prodacts is included in this Statement of
Work.
Roles and Responsibilities
Customer agrees to provide the following qualified personnel to fill the roles needed to support
the TKCS implementation
Role Name
Project Manager Mike LaBrie
Payroll Supervisor Roger Edwards,Bette
Wilkinson
MIS Director Steve Steinbrecher
Database Administrator Ming Ko
Network Administrator John Foreberg
Web Master
The roles in the table above need to be filled by Customer staff;to ensure successful
implementation. Several of these individuals have not yet been identified.
Customer understands and agrees that unqualified or unavailable staff will delay the Timekeeper
CIS installation any may require Customer to purchase additional Services from Kronos.
These individuals,along with appropriate Kronos staff,will form the core project team_
Contributions from other individuals will also be required during the implementation.
Department managers or supervisors,payroll staff,and members of senior management will be
required for payrule definition,possible payroll process changes,and Timekeeper C/S training.
The following section defines the responsibilities for both Customer and Kronos during the
Timekeeper C/S:implementation
Planning and Status Meetis>as
Customer and Kronos representatives will participate in a Planning Meeting to a0swer
additional implementation questions and develop detailed project plans needed to monitor
the progress of the implementation. Kronos will review with Customer the Timekeeper
uU1 &.3 .Jb IYae0 FR KRQNOS INC 5104671552 TO 3131459 P.05/11
Timekeeper CIS Statement of Work Page 4
CIS implementation guide which defines in further detail Kronos' implementation
approach. This meeting will be held at Kronos Pleasanton office.
Customer may elect to hold a kickoff meeting for the Timekeeper C/S implementation.
This meeting is often a good opportunity to inform Customer's staff of the project
objectives,scope,and schedule. Kronos will assist Cuswmcr staff in preparing for this
meeting and will attend the kickoff"meeting.
Kronos will participate in periodic status meetings to monitor the progress of the
implementation,identify issues and barriers that are impeding progress, and develop plans
to address these issues. These meeting are currently expected to be held once per month
during the implementation.
Total time for Kmnos staff to participate in these activities is estimated to be 5 days.
Payroll Preparation
A survey of current payroll practices must be completed to determine the payrules and
workrules that apply to Customer personnel in various deport rents and facilities. Kronos
will provide a payrule survey to be completed by Customer. Kronos will conduct
approximately five workshops to assist Customer in completing payrules survey. Once
survey has been completed, Kronos will translate payrules and policies into Timekeeper
C/S payrules and work rules. These rules will be programmed into Timekeeper CIS
during software installation_
Customer plans to buy Timebank for Windows product from IDI. This product will
provide the interface needed to Customer's payroll and human resources system.
Customer will purchase the templates necessary for each interface needed. Kronos will
work with Customer staff to install and test Timebank for Windows.
Total time for Kronor staff to participate in these activities is estimated to be 15 days.
Technical Readiness-.Network
]luring the process of demonstrating Timekeeper CIS functionality and discussing
technical infrastructure requirements,Customer and Kronos agreed that Kronos should
review network readiness and determine whether the network is sufficient to support the
Timekeeper C/S implementation. Kronos will perform a Network Readiness and
Performance Assessment to determine suitability of the current network. Tasks included
in the Assessment are:
a Work with your network staff to understand the layout of current netwaTk and,if
applicable,the addressing scheme used in network routers
• Work with your network staff to understand the magnitude of current network
activity,especially at times with expected peak Timekeeper CJS use
• refine the ping response time between clients and the server and,in cases where
the response time exec*ds 74ms,the number of network connections used.
between-lie client and the server
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Timekeeper CIS StaWment of Work Page 5
This Assessment may determine that network performance issues exist and should be
addressed prior to Timekeeper CIS installation. If this is the case,Customer may elect to
have Kronos further diagnose the network and/or provide the solution once the problem
becomes known. These diagnosis and solution services are not included in this Statement
of Work. If these services are needed,Kronos and Customer will modify this Statement of
Work accordingly.
Total time for Kronos staff to complete this activity is estimated to be 2 days.
Technical mess-Database Serve
The database server required for Timekeeper C/S is already installed and running.
Customer will ensure that the disk space needed for Timekeeper CIS is available,that the
necessary table spaces am created, and that database parameters are set correctly. The
instructions for these and other database setup Wks are specified in the Timekeeper C/S
Installation Guide,
Kronos will perform an audit of the Timekeeper C/S database server. The audit will
determine whether the server is properly configured and prepared for the Timekeeper CIS
implementation. Tasks that will be performed during the audit include:
* Verify that table spares have been defined properly and that sufficient disk space
exists for Timekeeper C/S
a Verify that database parameters have been set correctly
* Understand otb=database applications that will reside on the same database
server,if any,and discuss with your staff any performance implications
Total time for Kronos staff to complete this activity is estimated to be 1 day
Technical Readiness n__Client PCs
The client PCs that will be used for Timekeeper CIS currently meet the specification
required or Customer currently has plans to upgrade the PCs to meet the specification.
Customer will continue to ensure that client PCs meet the Timekeeper CIS specification.
Customer will ensure that TCP/IP and the correct version of Informix middleware are
installed on each client PC and are properly configured. Customer will ensure that each
client PC can connect to the database on the server using the appropriate Informix tool.
No time for Kronos staff is required to complete this activity.
Te
-chnical Readiness-MebServer
Customer will purchase,install,and configure the WebTime server hardware, Windows
NT Server 3.5 1,and the WebServex software-either Netscape Enterprise 2.0 or Microsoft
Internet information Server 1.0. Customer will purchase,install, and configure Web
browser software on all PCs that will access WebTime. These browsers must support
HTML 3.0 and above. Customer will install and configure TCP/IP on each client PC to
communicate with the server.
Kronos will install, configure and test WebTime server software.
uCl 23 '96 12=01 FR KRONuS INC 5104671552 TO 3131459 P.07i11
Timekeeper CIS Stent of Work Page 6
Total time for Kronos staff to complete this activity is estimated to be l day.
Technical Rgad'wess-Tunelceeper Terminals
Customer will purchase 15 hand-held Timekeeper terminals(Model 540). These terminals
need to be configured. Kronos will train Customer staff in the process to configure these
terminals. Customer will be responsible for configuring the terminals.
Total time for Kronos staff to complete this activity is estimated to be 1 day_
Final Connectivity Test
Kronos will conduct a final connectivity And readiness test shortly before Timekeeper C1S
is to be installed. This test will verify that necessary infrastructure is in place and properly
configured. Some of the tasks included in this test are:
• Verify that ping response time from Timekeeper CIS clients to server is 70ms or
under
+ Verify that ping response time from Timekeeper terminals to Communication
station is 70ms or under
• Verify that Timekeeper C/S clients can connect to database
• Verify the database table spaces are properly defined and database parameters are
set correctly
Total time for Kronos staff to complete this activity is estimated to be 1 day.
Software Installation
Kronos will lead the initial installation of the Timekeeper C1S software. Customer staff
are welcome and encouraged to participate in the process to better understand how
Timekeeper CIS works. Customer agrees to provide assistance from key personnel such
as the database administrator as required during the installation. Members of the core
tears shall be available during the installation to provide any needed assistance.
The tasks involved in the software installation include:
• Run a script to initialize the Timekeeper CIS database
• Install all client software on one client PC and test
• Add Timekeeper terminals through Core Central
• Validate communication to terminals
Kronos will demonstrate the process to install the Timekeeper CIS client software to
selected Customer staff. Customer will be responsible for installing the Timekeeper CIS
client software on the remaining client PCs and testing the machin=_
Total time for Kronos staff to complete this activity is estimated to be 3 days.
Load Data
Kronos will demonstrate how to use the Timekeeper CIS screens to load user accounts,
user profiles,labor levels,employees,and schedules. Schedules are optional,the othor
uLi Z,5 'yb Ye:02 rK KRUNUS INC 5104671552 TO 3131459 P.08/11 C1141.9,
T-nnekeeper CIS Statement of Work Page 7
information is required. Customer staff will be responsible for loading this data into the
system.
Using the payrule survey developed earlier, Kronos will program the payrules and
workrules into Timekeeper C/S. Customer staff will participate in testing these payrules.
Total time for Kronos staff to complete this activity is estimated to be 2 days.
Conduct Training
Kronos will conduct training for Customer in the use and administration of Timekeeper
CJS. The trdhiing classes included in this implementation are:
Class Name Location Class #Times Class will Total#
Duration be Given Students
Kronos System Customer Site 1 Day 12(asstuning 120
Operator for customer facility
Timekeeper CIS allows 10 users per
class)
Kronos System Customer Site 1 Day 4 20
Administrator
Kronos Teletime Customer Site Fl Day 1 ld
System training
Kronos Card Customer Site 1 Day 1 10
Entry System
The a brief description of the topics covered in the classes is provided in the following
table:
Kranos System Operator for Kronos System Administrator
Timekeeper CIS
• Logging In * License Registration
• Adding and Editing Employees * Access Profiles
• Creating Employee and Group • User Accounts
Schedules
• Performing Basic Timekeeper • Report Setup
Functions
• Generating Rsports * Background Totalizer
• Editing Employee Punches and • Timekeeper CIS Terminal Setup
Totals Edits and Communications
• Using Hyperfind Queries • Terminal Settings
• Using Group Edits • Client Setup and Event Logs
• Understanding Pay Periods • Import Facility
• Performing Daily Operations
UUP ds "Jb 1'r=N;2 rK KKUNOS INC 5104671552 TO 3131459 P.09/11
Timekeeper CIS Statement of Work ♦ page g
Customer has requested that the Kronos System Administrator course be repeated twice
for the same 20 students.
The total training expectation is 180 student days- 120 days for System Operator plus 20
days for System Admin plus 20 days again for System Admin. Krouos Will use a train the
trainer approach for the ancillary data collection options. Based on standard Kronos
training rates,die fees for this training will be $64,800.
Start W Support
The initial period after installation of Timekeeper CIS typically requires on-site support
from Kronos staff. The need for this support diminishes as your staff get more
comfortable with Timekeeper CIS functionality,payrules are more thoroughly tested and
modified as needed,and procedures become more routine.
Some of the tasks performed in providing this support include:
On site presence before transmitting to payroll to address operational questions
• On site presence when transmitting to payroll
• Fine tune payrul0 changes
• Support using payroll interface
Our experience indicates that 5 days is typically necessary for an installation of similar
scale and complexity. Additional support time can be purchased if needed.
Summary of Cost for Services
The fees for the Timekeeper CIS implementation are:
Timekeeper CIS Implementation $ 56,850.00
Planning 5 Days
Payroll Preparation 15 Days
Technical Readiness-Network 2 Days
Technical Readiness-Database 1 Day
Technical Readiness-Clients 0 Day
Technical Readiness-'WebSet ver I Day
Technical Readiness-Timekeepers 1 Day
Final Connectivity Test 1 Days
Software Installation 3 Days
Load Data 2 Days
Start-up Support 5 Days
Teletime installation 4 Days
ACES installation 2 Days
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Timekeeper CS statement of Worm Page 4
Training $ 64,800
Estimated travel and.expenses $ 0
Total)giplementation cost $—"o-se
Terms and Conditions
This Statement of Work supersedes all prior or contemporaneous representations,negotiations,
or other communications between the parties relating to services. This Statement of Work may
be amended only in writing signed by authorized representatives of both parties.
The travel and expenses estimated above,if any, will be Charged to Customer at the cost incurred
by Kmnos. Reasonable effort will be made to control these expenses and adhere to the travel and
entertainment policies of Customer,provided these policies have been communicated to Kronos.
Kronos will not exceed the estimated travel and entertainment expenses estimated above without
prior written agreement from Customer.
Customer agrees to pay its own travel and expenses for the meetings and training described
above.
Mike,,once again I want to thank you for the opportunity to work with your organization and
address your labor management needs.If you have any questions regarding this Statement of
Work,please do not hesitate to call. I look forward to working with you and your colleagues to
make the implementation of Timekeeper CIS a success.
✓1V•-QUI IJJC IU J1J 117
nmekeeper CJS Statetaent of Work + v Page 10
Please sign on the space below and return a signed copy to me. By signing below and by
signing the Sales Agreement,Customer agrees to purchase the Services described above.
Sincerely,
David Snyder
ACCEPTED AND AGREED:
Customer
Ey=
Autho ' S itle
Date: I- 9 9
xx. TOTAL PAGE.11