HomeMy WebLinkAboutMINUTES - 01281997 - C59 To: BOARD OF SUPERVISORS
FROM: William Walker, M.D. , Health Services Director f, j ._. Contra
By: Ginger Marieiro, Contracts Administrator Costa
DATE: January 13; 1997 County
SUBJECT: Approval of Contract #22-598 with Input Systems, Incorporated
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
Approve and authorize the Chair, Board of Supervisors, to execute on
behalf of the County, Contract #22-598 with Input Systems,
Incorporated (I.S. I. ) , in the amount of $38, 000, for the period from
December 1, 1996 through November 30, 1997, and from year to year
thereafter, until November 30, 2001, with a payment limit not to
exceed $38, 000 annually, for provision of a personal computer based
Data Management System.
II. FINANCIAL IMPACT:
This Contract is included in the Health Service Department' s Budget,
and is funded through general program fees.
III. REASONS FOR RECOMMENDATIONS/BACKGROUND:
The Department is required to maintain a Data Management System for
facilities requiring a permit through County' s Environmental Health
Division, including, but not limited to food establishments, public
swimming pools, small water systems, or septic tank pumper
businesses.
Approval of Contract #22-598 will allow Input Systems, Incorporated
to provide The S W E E P S - P C System, a personal computer based Data
Management System for the Department' s .Environmental Health Division
through November 30,1997.
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIG'NATURE(S) 52
ACTION OF BOARD ON JAN APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
y UNANIMOUS (ABSENT > I HEREBY CERTIFY THAT THIS IS A TRUE
AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN
ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD
OF SUPERVISORS ON THE DATE SHOWN.
Contact: William Walker, M.D. (370-5010) � �y
CC: Health Services (Contracts) ATTESTED Y�d Y� Q
1997
Risk management Phil Batchelor,Clerk of the Board of
Auditor-Controller Supervisors an County Administrator
Contractor `
M382/7-83 BY __� DEPUTY
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Contr* Costa County Standard Form
EQUIPMENT, SOFTWARE, AND SERVICES PROCUREMENT AGREEMENT
Name of Project: The SWEEPS - PC System Contract No: 22-598
Contractor: INPUT SYSTEMS, INC. (I.S.I.) Effective Date: December 1, 1996
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 Harley Hancock Telephone (310) 634-1170
For County William Walker, M.D. Telephone (510) 313-6117
(2) Addresses and Fax Numbers for Notices (Section 20.0) :
County: Contractor:
Contra Costa County - HSD Input Systems, Inc.
Attn: Vern Neller 16308 Orange Avenue
597 Center Avenue, Suite 305 Paramount, California 90723
Martinez, California 94553
FAX (510) 313-6464 FAX (310) 634-0993
(3) Fixed Price or Other Pricing Basis (Section 3.1) : Fee Basis per Exhibit B
(4) Reserve Amount for Minor Changes (Section 6.3) : $ Not Applicable
(5) Minimum Amount for Minor Changes(Section 6.3) : $ Not Applicable
(6) Liquidated Damages for Unexcused Delay(Section 13.1) $ Not Applicable per_
"COUNTY" CONTRA COSTA COUNTY "CONTRACT R"
BY: _ BY "
Chairperson, Board of Superv_i_s.ar.s
Print N e Title
Attest: A C. B
Clerldrtoard of Supervisors
Print Name acid`Title ¢
a
Note to Contractor: For corporations (profit or nonprofit), the contract must bye signed by two officers. QVS,ignature A must be
that of the president or vice-president and Signature B must be that of the secretary or assistant secretary (Civil Code § 1190
and Corporations Code § 313). All signatures must be acknowledged as set forth on page two.
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Contra Costa County Standard Form(Rev. 1195)
APPROVALS/ACKNOWLEDGMENT
Number 22-598
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
COCOUNSEL
By By7Lx,
Designee Deputy
APPROVED: COUNTY ADMINISTRATOR
By:
ignee
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
,(os A N 9 e l-'e S ) ss.
COUNTY OF C�-eN7RA E6STA )
OnP /D i , /9 9 7 , before me,14X'e-Av���
N.�?
(insert name and title of the officer), personally appeared #&7 e .D iv b
�.a a-e o In,q.S ,,vc D r-
to me
(or proved to me on the basis of satisfactory evidence) to be the n(s)whose name(s)
s/are subscribed to the within instrument and acknowledged to me he/ e/the ecuted the same in
his their thorized capacity(ies), and that by his/heCW�igna4ipg.,in the
entity upon behalf of which the person(s) acted, executed the .2strut n
RIA VICTORIA UISPRAPASSORN
COMM.#100.5182 Z
WITNESS MY HAND AND OFFICIAL SEAL. z U`" Notary Public—California A
'� LOS ANGELES COUNTY �j
My Comm.Expires C t-v 25.1947
(Seal)
Signature
ACKNOWLIDGL@Ir(by Cmp-mdcn.Pbmmbim or Em&A&nD
(Civil Code fits"
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CONTRA COSTA COUNTY
EQUIPMENT, SOFTWARE, AND SERVICES PROCUREMENT AGREEMENT
TERMS AND CONDITIONS
Number• 22-598
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.
1.2 Exhibit A hereto contains additional definitions of technical
terms to used with this Agreement and its exhibits.
2. 0 EXHIBITS. The following Exhibits hereto are incorporated into and
made a part of this Agreement:
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
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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.
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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
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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, 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 CHANCES
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 1 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
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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.
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7. 6 The Receiving Party shall use Confidential Information solely for
the purposes of the Project and may disclose Confidential
Information to others only upon the advance written consent of
the Disclosing Party. Except as provided in Section 8. 0 and
except as required by law, no other disclosure of Confidential
Information is authorized under this Agreement.
7.7 Except for Confidential Information contained in documentation
prepared for the County by Contractor or its subcontractors
hereunder, upon request by the Disclosing Party, the Receiving
Party shall return Confidential Information to the Disclosing
Party, along with all copies and notes made therefrom.
8. 0 RIGHTS IN SOFTWARE AND DOCUMENTATION
8. 1 All software from third parties to be provided by Contractor
hereunder will be licensed to the County pursuant to the terms
and conditions of the license agreements provided by the
publishers of such software.
8.2 Custom software, if any, developed for the County hereunder will
be subject to the requirements in Exhibit A.
8. 3 With respect to software routines, programs, scripts, or diagrams
or schematics written or formulated by Contractor or its
subcontractors hereunder, Contractor will designate any
third-party software tools (e.g. , compilers or CAD programs) that
were used in the development of such software, diagrams, or
schematics. It is the preference of the County that
non-proprietary tools be used for the development of such
software, diagrams, or schematics, but if proprietary software
tools must be used, then Contractor must provide the County with
an object-code version, as well as available documentation on the
use of such tools. The County may use such proprietary tools
solely for the purpose of maintaining and modifying the software,
diagrams, or schematics written or formulated by Contractor or
its subcontractors for the Project.
8.4 All documentation required to be developed for the County
pursuant to Exhibit A ("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
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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 when the Project is accepted by the County pursuant to the
provisions of Exhibit D.
10. 0 INFRINGEMENT PROTECTION
10. 1 All . royalties or other charges for any patent, copyright,
trademark, trade secret, or other proprietary right to be used in
the Project shall be considered as included in the price for the
Project. Contractor shall defend, indemnify, and hold the County
harmless against any and all liabilities, judgments, costs,
damages, and expenses resulting from a claim or suit against the
County for alleged infringement of any patent, copyright,
trademark, trade secret, royalty 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.
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12. 0 WARRANTIES AND MAINTENANCE
12 . 1 Products to be provided by Contractor hereunder will be subject
to the warranties, if any of the manufacturers or suppliers of
such Products. Contractor will ensure that such warranties are
transferred to the County.
12.2 Contractor will provide maintenance or will arrange for
maintenance for Products in the manner specified by Exhibits A
and F.
12 . 3 Contractor represents and warrants to the County that, upon
payment of the purchase price specified in this Agreement, the
County will have good title to each of the Products, free and
clear of all liens, encumbrances, and claims. 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 until 90 days after final acceptance of the
Project. 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.
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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 90000 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, 20000. 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 LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE, WILL APPLY.
13 .0 DELAYS
13 . 1 Contractor acknowledges that, should completion of the Project be
delayed beyond the date for attainment of the final milestone
stated in Exhibit C, the County will suffer damages equal to the
amount set forth in item C(6) of page 1 of this Agreement.
Accordingly, except to the extent such delay is excused under
Section 13 . 2, Contractor shall pay to the County the amount of
damages set forth in item C(6) for delay of attainment of such
final milestone.
13 .2 Except for the failure to 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 .3 If performance under this Agreement is postponed or extended
pursuant to Section 13 . 2 for longer than 60 days for a reason
other than the acts of the County, then the County may, upon
written notice to Contractor given during the postponement or
extension, terminate this Agreement. In such case, Contractor
shall be paid in accordance with Section 16.2.
14. 0 TERMINATION FOR CONVENIENCE
14.1 The County may terminate this Agreement for convenience by
providing Contractor 30 days advance written notice of such
termination. Such notice may direct Contractor to stop work
immediately on some portion or all of the Project and may direct
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Contractor to continue work until the termination date on other
portions of the Project.
14. 2 In the event of termination under this Section 14 . 0, the County's
total payment to Contractor shall be determined in accordance
with Section 16.2 .
15.0 TERMINATION FOR CAUSE
15. 1 It is expressly agreed that this Agreement shall be fully
discharged only by the completion of all work and obligations
contracted for, or with the written consent of the County.
15.2 If Contractor fails to begin work on the Project in a timely
manner, fails to meet a milestone in Exhibit C by 15 or more
days, or fails to carry out or breaches its obligations hereunder
(and such failure or breach is not excused by Section 13 .2) , the
County may terminate this Agreement by giving written notice of
intent to terminate to Contractor. If Contractor has not
completely cured its breach within 15 days of the receipt of such
notice, then the County may terminate this Agreement upon the
delivery of a written notice of termination to Contractor.
15. 3 In the event of termination under this Section, the County may,
at its option, return any or all copies of Documentation to
Contractor which was the subject of the breach. The County' s
total payment to Contractor subsequent to termination shall be
determined in accordance with Sections 16.2 and 16. 3 .
16.0 EFFECT OF TERMINATION
16. 1 After receipt of notice of termination, Contractor shall (a)
comply with the instructions of the County with respect to
stopping or continuing work until the termination date; (b) place
no further orders or subcontracts for Products or third-party
Services, except as otherwise directed by the County; (c)
terminate all orders for Products and subcontracts to the extent
they relate to the performance of work terminated by the notice
of -termination; (d) return Products to their suppliers, if
requested by the County and permitted by such suppliers, (e)
deliver the Documentation and any custom software to the County
in the form it is then in and not subject to the delivery
acceptance criteria in Exhibit D, and (f) return to the County
all County Confidential Information, along with all copies and
notes made therefrom and a certificate signed by Contractor' s
Authorized Representative evidencing compliance with this
provision.
16.2 After termination pursuant to Section 14.0 or 15.0, the County
shall pay Contractor 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:
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Contra Costa County Number 22-598
(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.
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 LIMITATION OF LIABILITY; EXCLUSIVE REMEDIES
17. 1 EXCEPT FOR THE COUNTY'S PAYMENT OBLIGATIONS HEREUNDER, THE COUNTY
SHALL HAVE NO LIABILITY TO CONTRACTOR OR ITS SUBCONTRACTOR'S FOR
ANY BREACH OR TERMINATION OF THIS AGREEMENT.
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1
'Contra Costa County Number 22-598
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 1 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
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Contractor County Dept.
Contra Costa County Number : 22-598
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
7of the State of California.
Initials:
Contractor County Dept.
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EX MIT A
STATEMENT OF WORK Number: 22-598
1. General Description of Project. The Project involves the purchase,
installation, testing and maintenance of a PC based Data Management
System ("Project") which consists of licensed software. In providing
services under this Contract, Contractor' s activities shall include,
but may not be limited to, the following:
a. Providing County with computer software known as The S W E E P S -
P C System, a Personal Computer based Data Management System with
the following application program modules:
(1) Master File Record (M.F.R. ) "Establishment Tracking" Module,
(2) Daily Activity Report (D.A.R. ) "Time Accounting" Module,
(3) A/R . . . . . . . . . . . "Billing Permitting" Module, and
(4) I.Q. . . Integrated Structured Query Language (SQL) Module;
b. Installing and supporting The S W E E P S - P C System and the above
referenced program applications;
C. Providing and installing upgrades, enhancements, and other
modifications, as required by County, whenever necessary or
appropriate for proper utilization of the system; and
d. Maintaining back-up copies of the above referenced program
applications and installing said back-up software when required by
County.
The project will be implemented at the following sites:
1111 Ward Street, Martinez
597 Center Avenue, Martinez
2. Proiect Phases. Not Applicable
3 . Proiect Control and Schedule. Contractor will provide experienced
management, administration, and support staff to ensure successful
completion of the Project. Contractor support shall include the
following functions and services:
a. Administrative Control. Contractor will maintain schedule, budget,
and cost information appropriate to the successful management of
the contract on program status and planned activities. This
information includes an ongoing analysis of cost and schedule
variances.
b. Implementation Schedule. Not Applicable
c. Reviews, Reports, and Meetings. Contractor shall continually
monitor its performance under this Contract and shall submit to
County' s Health Services Director, or his designee, written
progress reports in the form and manner required by County. Said
progress reports shall be submitted along with Contractor' s Demands
for payment (D-15) as set forth in Payment Prov' s ' ns .,Paragraph 2 .
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1 Contractor County Dept.
Exhibit A
Number: 22-598
(Payment Demands) . Said progress reports shall include, but may
not be limited to, the following:
(1) The number of County-designated Employees in the Data
Management System.
(2) The number ',of County-designated Establishments in the Data
Management System.
(3) The number of Additional Inventory Items in the Data
Management System.
4 . Software
a. Licensing Terms. The software provided under the Agreement shall
be referred to as the "SWEEPS - PC System Software. " The
S WE E P S - P C System Software is licensed to the County pursuant
to the terms and conditions of the license agreement(s) attached
hereto as Attachment 1 and shall include any Customizations as
referred to in Section 4 .b below.
b. Customizations to Contractor's Base Software. County and
Contractor agree to customizations of the Contractor' s base
software as detailed in Exhibit B. These customizations shall be
considered as part of the Contractor' s base software for the
purpose of any future upgrade or release of that base software.
In particular, Contractor explicitly agrees to support these
customizations under its standard licensing and maintenance
agreements.
C. Source Code Escrow. Not Applicable
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
belong to the County. Upon completion of such software, the
Contractor shall deliver fully commented source code for such
software to the County, and, except for Contractor Code (as defined
below) , Contractor shall have no right to use any portion of such
Custom Code for other customers without the advance written
permission of the County. Contractor Code is defined as software
code which Contractor describes in detail to the County in writing
prior to beginning the Project as belonging to Contractor. Those
portions of Contractor Code which are incorporated into Custom
Code shall be licensed to the County pursuant to the terms and
conditions of Attachment I hereto.
5. Software Support.
a. Programming Assistance. Contractor shall provide Programming
assistance to the County as requested by the County.
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2 Contractor County Dept.
Exhibit A
Number: 22-598
b. Telephone Support. Contractor shall provide software telephone
support as follows:
(1) Provide and maintain a telephone "Help" line during the hours
of 9 : 00 a.m. through 5: 00 p.m. , Monday through Friday, except
for County Holidays, and
(2) Provide "Remote" diagnostic and maintenance support when
required, using a County-supplied telephone line and modem.
6. Data Conversion. Not Applicable
7. Technical Documentation. Contractor shall produce and deliver to the
County for review and approval at least ten copies of a comprehensive
user manual for the Project and at least five copies of any technical
manuals provided with the Project (system administration manual,
programming manual, and the like) . 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 shall provide training for County-designated
personnel, at County-provided locations, in the times, forms, and
manners required by County.
9. Additional Consulting. Not Applicable
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. Not Applicable
12 . Maintenance. Not Applicable
13 . Relocation of Project. County shall have the right to relocate the
Project to additional and alternative County sites in Contra Costa
County upon written notice to Contractor. County shall also have the
right to transfer the S W E E P S - P C System software to another County
computer system upon written notice to Contractor.
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3 Contractor County Dept.
EDIT B
EQUIPMENT AND SOFTWARE DELIVERABLE ITEMS
PRICING FOR ADDITIONAL ITEMS
Number: 22-598
1. Payment Limit. County's total payments to Contractor under this
Contract shall not exceed $38, 000 per each 12 month period.
2 . Payment Amounts. Subject to the Payment Limit of this Contract and
subject to the following Payment Provisions, County will pay
Contractor the following fee as full compensation for all services,
work, expenses or costs provided or incurred by Contractor:
a. $ 30. 00 per month per employee in the Data Management System,
as defined in Paragraph 3 (Definitions) , payable upon demand,
upon approval of the Health Services Director, or his designee,
of Contractor's written report as specified in Exhibit A,
Paragraph 3 . (Project Control and Schedule) Subparagraph c.
(Reviews, Reports, and Meetings) ;
b. $ 0.24 per month per establishment in the Data Management
System, as defined in Paragraph 3 (Definitions) , payable upon
demand, upon approval of the Health Services Director, or his
designee, of Contractor' s written report as specified in Exhibit
A, Paragraph 3 . (Project Control and Schedule) Subparagraph c.
(Reviews, Reports, and Meetings) ; and
C. $ 0. 06 per month, for each additional inventory item in the
Data Management System, as defined in Paragraph 3 (Definitions) ,
payable upon demand, upon approval of the Health Services
Director, or his designee, of Contractor' s written report as
specified in Exhibit A, Paragraph 3. (Project Control and
Schedule) Subparagraph c. (Reviews, Reports, and Meetings) .
3 . Definitions.
a. Employee. For reporting purposes, an Employee is any County-
designated individual maintained in the Data Management System.
b. Establishment. For reporting purposes, an Establishment is any
County-designated facility with an item requiring a permit
through County' s Environmental Health Division, including, but
not limited to food establishments, public swimming pools, small
water systems, or septic tank pumper businesses maintained in
the Data Management System.
C. Additional Inventory Item. For reporting purposes, an
Additional Inventory Item is the second or subsequent County-
designated item at the same facility which is an Establishment,
as defined in Paragraph b. above, in the Data Management System.
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1 Contractor County Dept.
Exhibit B
Number• 22-598
4. Property.
a. The S W E E P S - P C System provided to County, and all computer
programs, modules, and written procedures provided by I.S. I.
are, and shall remain, property of the Contractor.
b. All County-furnished information and all data obtained as a
result of operation of Contractor-supplied programs are, and
shall remain, property of County.
C. All County source documents, data, magnetic tapes, diskettes, or
other media are, and shall remain, property and responsibility
of County, and will be maintained and stored by County at a
County-location.
5. Additional Hardware and Software. Additional Software may be added
upon written agreement between Contractor and County.
6. Best Pricing. Contractor represents and warrants that the license,
maintenance, training, consulting, data-conversion, and other fees
listed herein and the prices charged for the hardware are the most
favorable fees and prices Contractor offers to its customers. The
best pricing provisions of this Section shall also apply to future
purchases of software licenses, maintenance, training, data-conversion
services, hardware and other services and products purchased by the
County from Contractor.
7. 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.
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Y
EXIIIBIT C
PROJECT MILESTONES
AND SPECIAL PAYMENT PROVISIONS
Nunber• 22-598
Not Applicable
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Contractor County Dept.
EXHMIT D
PERFORMANCE AND ACCEPTANCE CRITERIA
Nunber: 22-598
1. Performance Criteria. The Contractor is expected to submit a proposed
acceptance testing plan for review and approval by the County. The
plan should adopt the performance criteria and functionality as set
forth in the Technical Specification as accepted by the County and the
user manual for the S W E E P S - P C System software.
2. Testing and Acceptance. The Contractor' s proposed acceptance testing
plan must include the following subjects at a minimum:
a. Functional Testing. In conjunction with the County, Contractor
shall develop tests which check the compliance of the Project
with the functionality and performance described in the
performance criteria. Such tests shall be submitted . to the
County for review and approval. After approval of the tests,
Contractor shall run the tests in the presence of County
personnel designated by the County.
b. Stress Testing. In conjunction with the County, Contractor
shall develop tests, for review and approval by the County,
which simulate the County' s future projected conditions of
continuous heavy use of the Project and/or sudden bursts of
traffic under different patterns of usage.
C. Real-Time Testing. In conjunction with the County, Contractor
shall develop tests to evaluate the Project in a real-time
environment at the County with all data loaded into the system
after successful completion of functional testing and stress
testing. Such tests shall last at least 30 days and shall
measure Project performance in accordance with the acceptance
criteria.
d. Recovery Testing. In conjunction with the County, Contractor
shall develop tests, for review and approval by the County,
which demonstrate recovery of databases and program files.
e. Evaluation. At the conclusion of each of the tests described
above, the County must promptly inform Contractor in writing if
the Project has passed or failed to pass the test. If the
Project does not pass all aspects of the test, the County shall
provide Contractor detailed information with documented examples
concerning the failure to pass the test. If within 30 days
after receipt of such written notice, Contractor is not able to
remedy the cause of the failure to pass the test, then the
County shall have the right to return the Project to Contractor, .
within 90 days after the date of such written notice to
Contractor, for a full refund of the price paid by the County
for the Project.
Initials:
Contractor County Dept.
EXHIBIT E
INDEMNITY AND INSURANCE
CONTRA COSTA COUNTY
CONTRACTUAL TERMS AND CONDITIONS
Number: 22-598
A. 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.
B. 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 insurance policy or policies.
b. Workers Compensation. The Contractor shall provide workers'
compensation insurance coverage for its employees.
C. Certificate of Insurance. The Contractor shall provide the
County with (a) certificates) 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
Initials:
1 Contractor County Dept.
Exhibit E
Number• 22-598
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
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.
Initials:
2 Co tractor County Dept.
y
EX MIT F
MAINTENANCE AGREEMENT
Number• 22-598
This Maintenance Agreement is effective December 1, 1996 by and between
Input Systems, Inc. ("Contractor" or "I.S.I. ") a corporation, and Contra
Costa County (the "County") .
1. DEFINITIONS
a. "S W E E P S - P C System" means description of the system.
b. "Hardware" means the equipment portion of the Project.
C. "SWEEPS - PC System 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 SWEEPS - PC System 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 SWEEPS - PC System software to
avoid an error without significantly impairing performance of
the SWEEPS - PC System 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 Software listed in
Exhibit A. Additional 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. Software
may be deleted from coverage under this Maintenance Agreement
upon written notice from the County to Contractor.
b. Contractor represents and warrants that any Third Party Software
qualifies for service under its manufacturer's or publisher' s
standard warranty and post-warranty maintenance. Contractor
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1 Contractor County Dept.
i
Exhibit F
Number: 22-598
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 S W E E P S - P C System
Software. Contractor' sole obligation under this warranty will
be to repair promptly the SWEEPS - PC System Software or
provide the other remedies set forth in Section 4 of this
Maintenance Agreement. As part of its obligations hereunder,
Contractor shall check for and remove, at least once each 30
days, any "harmful code, " defined as programming that is
intentionally and specifically constructed for the purpose of
destroying, interrupting, or otherwise adversely affecting other
code or data in the Project, such as by replicating itself or a
another program many times without any useful purpose.
3 . MAINTENANCE AND SUPPORT SERVICE
a. Contractor shall provide telephone support to the County
concerning the use of the Project.
b. Contractor shall provide remote diagnostic analysis of S W E E P S
- PC System problems via modem and correction of such problems
remotely or on-site, if necessary. Contractor will provide
without charge all labor and parts necessary for keeping the
Software 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 S W E E P S - P C System 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 S W E E P S - P C System 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,
which should be issued 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 ill install all
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1 sl
Exhibit F
Number: 22-598
updates, enhancements, and improvements to Third-Party Software
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 tile Custom Software will be furnished to the County without
charge.
4. ESCALATION PROCEDURES; REMEDIES. Not Applicable
5. SERVICE HOURS AND RESPONSE TIMES
a. Except as otherwise provided herein, Contractor shall provide
the services set forth in Section 3 hereof between the hours of
7: 00 a.m. to 6: 00 p.m. , Pacific Time, Monday through Friday,
excluding County holidays.
b. Contractor will use its best efforts to respond to a request for
services within 60 minutes via telephone after receipt of such
inquiry. If on-site diagnosis or service is necessary, then
Contractor will use its best efforts to arrange for such
diagnosis or service to take place by a Contractor authorized
representative within two business days after a determination is
made that it is necessary.
C. Contractor shall maintain an emergency capability to respond to
Major Malfunctions outside of the hours set forth in Section 5a
and on weekends and holidays. Contractor shall use its best
efforts to respond to a 'Major Malfunction within 30 minutes via
telephone. If on-site diagnosis or service is necessary for a
Major Malfunction, then Contractor will use its best efforts to
arrange for such diagnosis or service to take place by a
Contractor authorized representative within six hours after a
determination is made that it is necessary.
6. SPARE PARTS. Not Applicable
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 SWEEPS - PC System
during the County's regular business hours and thereafter, if
necessary. The County shall refrain from making repairs or
modif ications to the S W E E P S - P C System without the dvance written
Initials: hkj--- &:::�_
3 Contractor County Dept.
Exhibit F
Number• 22-598
approval of Contractor. The County shall provide a telephone line for
remote diagnosis of the S W E E P S - P C System by Contractor. It is
the responsibility of the County to ensure that all of its electronic
files on the System 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 SWEEPS - PC System WHICH IS LOST FOR ANY CAUSE WHATSOEVER.
8. EXCLUDED SERVICES. Not Applicable
9. CHARGES AND PAYMENT
a. Payment shall be made in accordance with Exhibit B, Paragraph 2 .
(Payment Amounts) .
b. Additional 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 shall commence on December 1, 1996
and shall continue for five years thereafter. It shall
automatically be extended thereafter annually for additional
one-year terms unless terminated as provided herein. The County
may terminate this Agreement without cause upon 60 days advance
written notice to Contractor. Contractor may terminate this
Maintenance Agreement at the end of the original term or at the
end of any renewal term by giving the other party written notice
at least 30 days prior to the end of such term.
b. 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.
C. This Contract may be terminated by either party, at their sole
discretion, upon ninety-day advance written notice thereof to
Initials: /
4 Contractor County Dept.
Exhibit F
Number• 22-598
the other, and may be cancelled immediately by written mutual
consent.
d. The County shall be entitled to a pro-rata refund of any fees
paid in advance in the case of a termination.
11. REPRESENTATIONS AND LIMITATION OF LIABILITY
a. Contractor represents that the maintenance services will be
performed in a workman like manner. CONTRACTOR DISCLAIMS ALL
OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, FOR
MAINTENANCE UNDER THIS MAINTENANCE AGREEMENT INCLUDING BUT NOT
LIMITED TO THE WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. The foregoing disclaimer shall not affect
Contractor' s obligations under the Equipment, Software, and
Services Procurement Agreement under which the S W E E P S - P C
System was procured from Contractor. 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 S W E E P S - P C System ,
Contractor' s liability for damages under this Maintenance
Agreement (regardless of the form of action, whether in contract
or tort) shall in no event exceed the amount paid by the County
to Contractor for a one-year period. CONTRACTOR WILL NOT BE
LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS,
HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES OR FOR ANY CLAIM AGAINST THE COUNTY BY ANY OTHER
PARTY. Contractor shall not be liable for any failure or delay
in performance under this Maintenance Agreement due to causes
beyond its reasonable control.
12 . NOTICES. - All notices and demands issued hereunder shall be in writing
and shall be delivered in person, by mail, or by delivery service to
the party at its address given below or at such different address as
may be designated by written notice by one party to the other party.
13 . ASSIGNMENT, SUBCONTRACTING, AND PROFESSIONAL COMPETENCE
a. Contractor may not assign this Maintenance Agreement without the
advance written consent of the County.
b. Contractor may utilize subcontractors to provide some of the
services required hereunder, provided that the County may, upon
written notice to Contractor, require the removal of a
subcontractor for unsatisfactory service. Any subcontractor
performing services hereunder will be subject rt-9 the same terms
Initials: C
5 Contractor County Dept.
Exhibit F
Number: 22-598
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.
IN WITNESS WHEREOF, the parties have executed this Maintenance Agreement
as of the date first set forth above.
CONTRA COSTA COUNTY CONTRACTOR
U_1(1�
44�j
Authorized Signature Authori Signature
VY)o,r k eSo,ul h e _�uT sor �. .9!t�Z,Wc 'VIg
Print name and title Print Wame and title
Address for Notices: Address for Notices:
Contra Costa County - HSD Input Systems, Inc.
597 Center Avenue, Suite 305 16308 Orange Avenue
Martinez, CA 94553 Paramount, CA 90723
Attn: Vern Neller Attn: Harley Hancock
6
Attachment 1
Number: 22-598
SITE LICENSE AGREEMENT
This License Agreement is effective December 1, 1996 by and between Input
Systems, Incorporated ("Contractor" or "I.S.I. ") a corporation, and Contra
Costa County (the "County") .
1. Grant of License. I.S. I. grants to COUNTY, a NON-TRANSFERRABLE, NON-
EXCLUSIVE LICENSE to use the software system, programs, and
documentation referred to herein as "The S W E E P S - P C System. "
This is a License Agreement, and not an agreement for sale. I.S. I.
owns the S W E E P S - P C System, which is copyrighted, and has
proprietary rights in the product. County is purchasing a revocable
license to use the system. County obtains no other rights other than
they license granted by this agreement. Title to the SWEEPS -
P C System and any copy made of it is retained by I. S.I. County does
not receive aRy, and I.S. I. retains all ownership rights in the
SWEEPS - PC System.
This agreement and any of the licenses, programs, or materials to
which it applies may not be assigned, sub-licensed, nor otherwise
transferred by County without written consent from I. S.I.
2. Number of Machines that the S W E E P S - P C® System may be Installed
On. The S W E E P S - P C System licensed under this Agreement
authorizes County to use the S W E E P S - P C System on as many single-
user PC computer systems or as many multi-user (networked) computer
systems, or any combination thereof, as desired by County during the
term of this agreement.
3 . Permission to Copy Licensed Programs. No right to print or copy, in
whole or in part, the SWEEPS - PC System licensed program(s),
documentation, procedures, or any related materials, is granted except
as herein expressly provided.
The program and their related documentation are copyrighted. Any
licensed programs which are provided by I.S. I. in machine readable
form may be copied for back-up or archive purposes only. County
agrees to maintain appropriate records of the number and location of
all such copies of the S W E E P S - P C System. The original, and any
copies of the S W E E P S - P C System licensed programs, in whole or
in part, which are made by County shall be the property of I.S. I. ;
except for the media on which the licensed programs are recorded.
County agrees to reproduce and include the copyright notice of I.S.I.
on all copies, in whole or in part, in any form, including partial
copies of licensed programs made hereunder.
County agrees not to copy, reverse engineer, translate, por�, merge,
modify, nor make derivative works of the SWEEPS - PC System.
Initials:
1 Contractor County Dept.
Attachment 1
Number: 22-598
County agrees not to rent, disclose, publish, sell, assign, lease,
sublicense, market, or transfer the SWEEPS - PC System, nor use
it in any manner not expressly authorized by this Agreement. County
agrees not to alter or remove any copyright notice or proprietary
legend contained in or on the S W E E P S - P C System.
4. Protection and Security. County agrees not to provide or otherwise
make available any portion of the S W E E P S - P C System, including
but not limited to object code in any form, to any person other than
County or I.S. I. employees, without prior written consent from I.S. I. ,
except for purposes specifically related to County' s use of the
licensed program.
5. Signatures. These signatures attest the parties ' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
BOARD OF SUPERVISORS ATTEST: Phil Batchelor, Clerk of
the Board of Supervisors and County
Administrator
By P By
Chairman/Designee -1-Deputy
CONTRACTOR
By By
(Designate bu iness capacity A) (Designate business capacity B)
2
Attachment 2
ESCROW AGREEMENT
Not Applicable
Initials:
Contractor County Dept.