Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
MINUTES - 02231999 - C168
TO: BOARD OF SUPERVISORS Contra FROM: GUS S. KRAMER, ASSESSOR - K Costa 4 DATE: FEBRUARY 3, 1 999 Count r� :�....� y SUBJECT: COMPUTER ASSISTED RESTORATION OF REDUCED ASSESSMENT VALUES SPECIFIC REOUI:ST(S)OR RECOMMENDATION($)at BACKGROUND AND JUSTIFICATION RECOMMENDATION: APPROVE and AUTHORIZE the Chair of the Board of Supervisors to execute a contract . with Assessment Evaluation Services in the amount of$255,000 for software to assist in restoration of reduced values and to perform computer assisted appraisals. FISCAL IMPACT: The contract will be paid out of Property Tax Administration Funds (A@818). ,BACKGROUND: The Assessor's Office over the last five to six years has been reducing assessments due to the weak real estate market in Contra Costa County. There are approximately 5-0,000 reduced assessments that need to be evaluated annually to determine if-current market values justify restoration of these values. The Assessor's Office needs to continue monitoring these reduced values until they have been restored to theirfactored Proposition ?VIII value. Computer automation is the only practical tool to assist the staff in effectively monitoring this volume of parcels on an annual basis. The Property Tax Administration funds has provided funding for automating this function. CONTINUED ON ATTACHMENT, j a SIGNATURE: 1/1 4RECOMMENDATION OF COUNTY ADMINISTRATOR R;COMMENDATION Of BOARD COMMITTEE ..Y....APPROVE OTHER SIGNATURE S ACTION OF BOARD ON APPROVED AS RECOMMENDED . &T W#t- VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS i$A TRUE 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 CC: Assessor ATTESTED :� , �OF Auditor CAO PHIL SATCHELO7 ERK OF THE BOARD SUPERVISORS AND COUNTY ADMINISTRATOR f M382 (10/88) By r. DEPUTY r C.168 2-23-99 CONTRA COSTA COUNTY EQUIPMENT, SOFTWARE & SERVICES PROCUREMENT AGREEMENT REMED June 1998 Page CCC Dol Adman\Phurl CA 68 2-23-99 CONTRA COSTA COUNTY EQUIPMENT, SOFTWARE & SERVICES PROCUREMENT AGREEMENT Name of€'reject: Computer Assisted AgpikgI Contract No: Contractor: Assessment Evacuation Services Inc (AES1 Effective Date: Fubru�t�L23. 1999 This Agreement is entered into by and between Contra Costa County and the above named Contractor,and is effective as of the date gives,above. A. Contractor vv1-1 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`Ice County pursuant to the tests,procedures,and criteria set foeth in Exhibit D. B.The attached Terms and Conditions are incorporated into and made a part of this Agreement. C.The following previsions shall apply to the attached Terms and Conditions: (1)Authorized Representatives(Section 4.2,6.2,6.3): For Contractor Carmen Guido Telephone X6191 487-9784 f (760) 965«8909 For County Steve Dawkins Telephone (925) 313-7424 (2)Addresses and Fax Numbers for Notices(Section 20.0): County:County Assessor Contractor:Assessment Evaluation Services,Lic.(AIS) 834 Court S neat 11808 Rancho Bernardo Road Tyfartinez,CA 94553 -- # 123«100 Sart Diego,CA 92.128 Fax: (9_25,) 313-7488 Fax: (6619) 674-9735 (3)Fixed Price or Other Pricing Basis(Section 3.1):$ 25� (4)Reserve Amount for Minor Changes(Section 6.3):$�00 (5)Minimum Amount for Minor Changes(Section 6.3):$ 00 (6)Liquidated Damages for Unexcused Delay(Section€3.1)S .00 __—per (7) Contractor Federal ID# 330739837 Page 2 CCC DeMAdminThuri CA68 L$ 2-23-99 CONTRA COSTA COUNTY "CONTRACTOR„ t ! y ! ` V d� � i/l / BJ: <�i�� ��$F�°"i���y��*�Y:rr'"1,�„1 By: Lam. Chamrsoa,,, 'bard of Supervisors (Designate Official Business Capacity A) Date: .. �"'.�. °. : By: Attest: Clerk,Board of Supervisors (Designate Official Business Capacity B) Note to Contractor: For corporations(profit or non-profit),the Agreement must be signed by two officers. Signature A must be that of the President or Vice-President and Signature B must be that of the Secretary or Assistant Secretary (Civil Code Sec. 1190.1 and Corporation Code Sec. 313). All signatures must be acknowledged as set forth on following page. Nage 3 CCC DaMAdminThurl %.15& 2.23-99 ACKNOWLEDGMUNT STATE CF CALIFORNIA) CC3Wa Y OF ) lar_ ,.�- ' before me, (insert name and title of the officer),personally appeared personally known to me (or proved to me on the basis of satisfy t r� evidence) to be the person(s) whose name(s)mare subscribed to the within instrument and acknowledged to me that l lie, they executed the same in'M , their authorized capacity(ies),and that e4w/their signatu*s)or the instrument the person(s),or the entity upon behalf of wimich the persons) acted,executed the instrument. "XIT'lv'ESS MY HAND AND OFFICIAL SEAT. ._y KIP+BE;RLV ZP-BUJDA NflTkgy?UBIIC O t3FORNla m. A San Diego Np ,,:Y F,ta.^,31,2001 <,.o,.wr* NiV LrCi`ltt' tkplien _.� 0(S Acknowledgment(by Corporation,Partnership or Individual) Civil Code Sec. 1189 Page 4 CCC DoITlAdminfturl C.l68 2-23-99 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"shalt 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 Agr€tment. "County"shall mean the Contra Costa County. "First Productive Use" shall mean that point in time which County processes "live" customer data with any functional portion,or total function, of"named"software. "Four Digit Year Format"shall mean a format that allows entry or processing of a four-digit-year date,where the first two digits will designate the century and the second two digits will designate the year within the century. 'Disclosing Party"shall have the meaning set forth in Section 7.5. "Documentation"shall have the meaning set forth in Section 8.4. "Leap Year"shall mean the year during which an extra day is added to February(February 29).Leap Year occurs in all years evenly divisible by the number four(4),except that a year that is divisible by 100 is not a Leap Year,unless it is also divisible by 400. "Maintenance"shall mean the providing of technical information,assistance,error correction,repair services,and repair parts in the manner specified in Exhibit F. "Minor Changes"shall have the meaning set forth in Section 6.3. "Products"shall mean the equipment and software listed in Exhibit E and all other equipment and software to be provided by Contractor pursuant to this Agreement. "Project"shall paean the task(s)describer!in Exhibit A "Receiving Party" shall have the meaning set forth in Section 7.5. "Section" shall mean a section of this Agreement. "Services" shall mean all labor to be provided by Contractor or its subcontractors pursuant to this Agreement. "Year 2000 Compliant"shall mean dates outside the range of 1900-1998,including the years 1999,2€00 and thereafter,encountered and/or processed by the software/firmware/lwdwam/equip entlsystem will be correctly recognized,calculated,sorted,stored,displayed and/or otherwise processed in any level of computer hardware or Page 5 CCC DoMAdmin\Phur[ 0.168 2-23-99 software,including,but not limited to,microcode,firmware, application programs,system software,utilities,files, databases and network infrastructure devices. 1.2 Exhibit A hereto contains additional definitions of technical terms to used with this 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 l=D Performance,and Acceptance Criteria Exhibit E Indemnification and Insurance Provisions Exhibit 1"License and Maintenance 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 andd 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. Page 6 CCC Do11'nAdman\Phur? C,168 2-23-99 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 employed 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. &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, 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. Page 7 CCC DoMAdminThurl C.168 2-23-99 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 bath Contractor and the County as set forth on page I of this Agreement. 6.3 Minor Changes may be made by the mutual written agreement of the Authorized Representatives of Contractor and the County without the necessity of a formal proposal and estimates. Minor Changes are those having a price less than the maximum amount for Minor Changes as specified in item C(5)of page I oaf 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 time amount specified in item C(4)of page I of this Agreement.Once that fund is depleted,this Minor Change procedure will no longer be available. If the reserve is not entirely depleted during the Project, 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,time 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 requester) by Contractor and involving additional or deleted Services, Contractor shall include a written proposal containing the cost of the additional or deleted Services involved in the change, and any impacts upon price,delivery schedule, or other terms.For a change of this type requested by the County, Contractor shall respond with such a proposal within five Business Days after receipt of a written request for the change. Changes involving only the addition or deletion of Products can be made pursuant to the provisions of Section 6.2 without the necessity of a formal proposal and shall result in an adjustment of the Project price in item C(3)of page I hereof according to time pricing set forth in Exhibits B and C. 7.0 CONFIDENTIAL 1 FORMATI©N 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", tither 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 Comnty in time course of performance of the Project, including documents marked"Confidential"or"Proprietary,"provided that time 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 Page 8 CCC DoMAsdminiphurl C'168 2-23-99 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.l 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 waiting 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 LASS 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. Page 9 CaCC DorrAdminThurl C.168 2-23-99 10.0 P FRINGEMENT 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. 1012 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 ANIS INSURANCE Contractor shall comply with,and require its subcontractors to comply with, the terms and conditions of Exhibit E related to indemnity and insurance. 12.0 WARRANTIES AND MAINTENANCE 12.1. Products to be provided by Contractor hereunder will be subject to the warranties, if any of the manufacturers or suppliers of such Products. Contractor will ensure that such warranties are transferred to the County. 12.2 Contractor will provide maintenance or will arrange for maintenance for.Products in the manner specified by Exhibits A and F. 12.3 Contractor represents and warrants to the County that., upon payment of the purchase price specified in this Agreement, the County will have good title to each of the Products,free and clear of all liens, encumbrances, and claim. 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 Page 10 CCC s' oMAdminThurl C.t68 2-23-99 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. 12.7 Contractor warrants and represents to County that all software/firmware/hardware /equipment/systems developed,distributed,installed or programmed by Contractor pursuant to this Agreement: a?is Year 2000 compliant;is designed to be used prior to,during,and after the calendar year 2000 AD;will operate consistently, predictably and accurately, without interruption or manual intervention, and in accordance with all requirements of this Agreement, including without limitation all specification and/or functionality and performance requirements,during each such time period,and transitions between them, in relation to dates it encounters or processes; b) that all date recognition and processing by the software/frmwarefiwdware /equipment /system will include the four-digit-year format and will correctly recognize and process the date of February 29,and any related data.,during heap Years;and c)that all date sorting by the software/ftrmwareAwdware/equipment/system that includes a"year category" shall be dove based on the four-digit-year format. Upon being notified in writing by County of the failure of any software/firmware/hardware /equipment/systems to comply with this Agreement, Contractor will, within 60 days and at no cost to County, replace or correct the non-complying software/firmware/hardware /equipment/systems with so#tware/firmwareAwdware/equipment/systems that does comply with this Agreement. 12.8 Other systems: To the extent that the software/firmwareAwdware/equipment/system will accept data from other systems and sources that are not Year 2040 compliant, the software/firmware/hardware/equipment/system nsust properly recognize, calculate, sort, store, output and otherwise process such data in a manner that eliminates any century ambiguity so that the software/f.rmware/hardware/equipmentisystem remains Year 2000 compliant. 12.9 No Disclaimers: The warranties set forth in sections 12.7 and 12.8 above shall not be subject to any disclaimer or exclusion of warranties or to any limitation of Licensor's liability under this agreement. 12.10 NO OTHER WARRAN MES, EXPRESS, 11WI LIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTTABILITY 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 I of this Agreement. Accordingly, except to the extent such delay is excused under Section 13.2, Contractor Page 13 CCC DOt'I Adn inThuri C.169 2-23-99 shall pay to the County the mount 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 Cod, 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 64 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 34 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 14.4, 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(anal 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 detern fined 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 14.4 or 15.4,the County shall pay Contractor an amount equal to the surn of the following, less any amounts previously paid to Contractor and any additional amounts which the County is entitled to Mthhold pursuant to Section 16.3: (a) The amount due Contractor for completion by Contractor of the latest Project milestone set forth on Page 12 CCC Dos;1Adniin\Phur: C.168 2-23-99 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(x). (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, 3.0, 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. 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 PROFI'T'S OR SAVINGS, LOSS OF USE OF SERVICES, COST OF CAPITAL, COST OF SUBSTITUTE SERVICES, DOWNTIME COS'T'S,OR DAMAGES AND EXPENSES ARISING OUT OF THIRD PARTY CLAIMS. 17.3 THE REMEDIES SPECIFIED rN 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 atter 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 Pape 13 CCC WTTtiAdminThurl C.1 V 8 2-23-99 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.€1 PUBLICITY Prior to issuing any press release concerning the Project or otherwise snaking 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. 20.41 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. 21.48 NON-APPROPRIATIONS OF FUNDS In the event no funds or insufficient funds are appropriated and budgeted in any Fiscal Year for payments due under this agreement for the then current or the succeeding Fiscal Year during the term aforesaid, this agreement shall create no obligation on the Lessee as to such current or succeeding fiscal year except as to the portions of payments herein agreed upon for which funds shall have been appropriated and budgeted, and no right of action or damages shall accrue to the benefit of Lessor, its successors or assigns, as to that portion of this agreement which may so become unenforceable, except Lessee agrees to peaceably surrender possession of the Program Product to Lessor or its assignee. lessor or the Agent or their assignees shall have all rights and remedies to take possession of the Program Product. 22.0 GENERAL PROVISIONS 22.1 In the performance of duties hereunder,Contractor shall comply,and shall require its subcontractors to comply, with all applicable federal, state,and local laws,rules,and regulations. 22.2 Neither party may assign this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld; provided, however, that Contractor may assign this Agreement without consent to a successor in interest to all or substantially all of its stock or assets. 22.3 If any part or parts of this Agreement are held to be invalid,the remaining pants of this Agreement will continue to be valid and enforceable. 22.4 The headings in this Agreement are for reference purposes only; they will not aft6ct the meaning or construction of'the terms of this Agreements 22.5 The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or legal entities. 22.6 This Agreement may be executed by the parties in one or more counterparts, each of which when so executed shall be an original.All such counterparts shall constitute one and the same instrument. 22.7 Each of the parties to this Agreement represents and warrants that it has the power and authority to enter into Page 14 CCC DoMAdmir.\Phurt C.168 2-23-99 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. 218 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 tennis 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. .2249 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. Page 15 CCC Dol i1AdminThurl CA68 2-23-99 Exhibit A Statement of Work T'he project involves the purchase,installation,and testing of,as well as training for,the AES Software System.'-Iris will talo place over a five(5)to six(6)month time frame. The Assessor's initial wort;project of the completion of"Proposition g Property Evaluations"is a time sensitive project.With this in,rind,AES is prepared to begin the initial phase of implementation the week of March 01,1999. AES has previously performed work and services for the Contra Costa Assessor's Office with this specific Sof-ware Program. Accordingly,a portion of the software Program to be installed is already developed,customized,and tested to Contra Costa standards.Additional work to be performed is listed as follows: • install AES Appraisal Program code • Modify System Interface to MainLrame Datafiles • Incorporate System changes requested by Assessor's Staff(Reviewed with Steve Dawkins and staff in meeting of 1134199;. • Configure and test System Program,Ioetwork,and Printers with performance analysis of selected properties. • Provide initial training for supervisory and technical staff'. • Provide necessary documentation for ongoing support. AES has already begun to incorporate changes it,the Software Haat have been suggested by Assessor's Staff.There are some changes that can only be performed and tested during the installation of the program on the Assessor's LAN. Page_6 CCC I3ord\Admin\Phurl C.168 2-23-99 Exhibit B Deliverable Items 1. Software AES will deliver: A. One(1)Computer Assisted Real Estate Appraisal Software Program on CD-ROM Total Price:$255,000. B. Technical and User Documentation. Included in total price. 2. labor Charges A. All initial contract labor charges are included in the above total price.labor charges after the expiration of the applicable warranty period(one year from acceptance of system)are included in the following Section 3. Software Maintenance. 3, Software Maintenance A. '.Maintenance for the initial warranty period is provided in the above total price.The start of the initial maintenance period will coincide with the"first productive use"of the AES System. B. Maintenance after the expiration of the applicable warranty period will be billed at a rate of$:45.610 per hour. 4. Additional Training A. Training provided during the applicable warranty period is included in the total price. B. Training after the expiration of the applicable warranty period will be billed at a rate of$85.00 per hour. 5. tither Costs A. County may incur additional cost of"individual"or"run-time"license fees for Microsoft Office 2000. Page 17 CCC DoMAdn sn\Phurl C.1 b8 g 2-23-99 Exhibit C Project Milestones and Payment Provisions As previously stated in Exhibit A,AES will implement the following detailed steps.Included her,-is breakout of Project Dates and Payment Mil,-stones.Please note that the dates listed are approximate and will binge on the estimated start date of March 01, 1999. 01-Mar Establish initial test environment:Workstation,LAN configuration Payment Due: 10% 14-Mar Install AES Appraisal Program Code and test Program operation Payment Due:20% 15-Apr Modify System Interface to Mainframe Datafiles 30-Apr Perform test evaluations on selected property data 15-May Provide training for supervisory and technical personnel and successful completion of mass Proposition 8 program. Payment Due:20% 15-Aug Incorporate changes requested by Assessor's Staff(Acceptance) Payment Due:50% Software 'Warranty Period of One Year will start with the final acceptance of the system. Page 18 CCC Dol frAdminThurl e.:68 2-23-99 Exhibit D Acceptance Criteria Rie move set�forth milestones will serve as the acceptance criteria for the Assessor's Department Page 19 CCC IDoMAdrun\Phurl C.168 2-23-99 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 wising 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 wring 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 rser.- owned automobiles, with a minirnam 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 destraction of property,including the loss use thereon 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 programs)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 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. Page 20 CCC Do'MAdminThurl CJ68 2-23-99 d Exhibit F ASSESSMENT EVALUATION SERVICES, INC. SOFTWARE LICENSE AGREEMENT This Software License Agreement(the Agreement)is made by and between Assessment Evaluation Services,Inc. (AES), 118138 Rancho Bernardo Road,#123-100,San Diego,California 92128-1999,and Contra Costa County,California(Licensee). WHEREAS,Licensee desires a license to use AES'property evaluation software for properties located in Contra Costa County, Ca'lfornia. WHEREAS,AES desires to license such software to Licensee. NOW,THEREFORE,in consideration of the provisions and conditions recited below,the parties agree as follows: JI� DEFINITIONS 1.1 Effective Date mmns the date on which both parties sign this Agreement at the bottom;provided,however,if the parties sign this Agreement on dif;`erent dates,Effective Date means the later of the two dates on which the Agreement is signed. 1.2 Software means the computer software developed and owned by AES that AES is licensing to.Licensee for determining the value of real property,including single family homes,and condoininiums. 1.3 Property and Properties mean parcels of land on which single family homes are built,and condominiums,but shall exclude commercial property,industrial property,and agricultural property. 1.4 Licensed Territory means the County of Contra Costa,California. 1.5 Lnstallation Date means the date on which the Software is successfully installed in a computer at Licensee's facilities. Page 21 CCC FDoMAdmirThur, CAM 68 2-23-93 a 2, LICENSE TERMS 2.1 AES grants to Licensee a non-transferable,nein-exclusive right and license to use the Software for Properties located within the Licensed territory. 2.2 The License of Paragraph 2.1 above commences on the Installation Date and will remain in force for an indefinite;period of time. 3. OWNERSHIP RIGHTS 3.1 -11-his Agreement is only a license to the Software. AES retains title to and ownership of the Software version that was created before the installation at Licensees location and any improvements, modification, and enhancements that are made by AES after the initial installation at licensees facilities. 3.2 Licensee's rights in the Software under this Agreement may not be assigned,sublicensed,or otherwise trans- ferred (whether voluntarily, by operation of law, or otherwise). Ail data entered into the Software by Licensee relating to Properties processed by the Software, and all results obtained from processing such data by the Softvrare,are the property of Licensee. 4. USE OF THE SOFTWARE AND CONFIDENTIAL INFORMATION 4.1 The Software may be used only for, by, or on behalf of Licensee, and only within the confines of the Licensed Territory. 41 Licensee must take all steps reasonably necessary to insure that no part of the Software code is made avail- able by Licensee to anyone. Licensee's obligations under this paragraph shall survive and continue after any discontinuance of use of the Software by the Licensee. Any violation of Licensee's obligations under tl3is paragraph is a material breach of this Agreement. 4.3 It is Licensee's responsibility to maintain regular and frequent backup copies of all data and programs used in conjunction with the Software for a sufficient time to restore any possible data or program loss by Licensee. 4.4 All information related to the Software or any other non-public,technical or business information of AES which is disclosed to Licensee("Confidential Information")shall be treated as highly confidential information,which Licensee shall use at least the same degree of care to maintain the secrecy of as it uses in maintaining the secrecy of its own proprietary,confidential and trade secret information,and Licensee shall not disclose such information to any third party or use such information for any purpose except as expressly authorized in this Agreement Licensee shall only disclose such information to those of its employees who need such information to exercise Licensees rights and perform its obligations hereunder,and who have executed confidentiality agreements with Licensee. Page 22 CCC Dol 1\Ad inlPhueJ CA68 68 2-23-99 59. SOFTWARE PISPECTION 5.1 AES has the right to inspect the Software to determine proper use of the Software during the first year of installation.AES shah give Licensee reasonable prior notice of A.ES's desire to conduct such an inspection and shall do so only during regular business hours of Licensee,unless before the inspection the parties agree otherwise or,the timing. 6. PAYMENTS 6.1 Licensee shall pay to AES a total of$255,000 for AES to modify the Software so that it will operate for Properties located in the Licensed Territory and to install the Software in Licensees facilities. 6.2 See Exhibit C for Payment Schedule and Project Milestones. 7. -MAINTENANCE & SUPPORT 7.1 AES will provide maintenance for the Software at no extra charge for one year after acceptance of the Software(Initial Maintenance Period}. Maintenance is defined as customary Laser support and maintenance of the Software,such as inquiries regarding installation and feature usage,general education and instruction about use of the Software,maintenance releases of the Software to fix program defects and/or accommodate operating system changes. 7.2 After the Initial Maintenance Period expires, the Licensee will maintain and service the Software in its entirety. AES will provide all necessary training and manuals so that Licensee can perform maintenance effectively. Licensee will provide an experienced software technician and two dedicated"Key-Operatore. The Key-Operators ;gill act in a capacity tc field all questions from users before utilizing the software technician. 7.3 1r. the event the Licensee wishes to enlist the assistance of AES after the Initial Maintenance Period,AES will provide Maintenance to Licensee for the Software at a rate of S145.00 per hour plus expenses. 7.4 From time to time, AES may develop enhancements and upgrades to the Software, which my be made available to Licensee,at a price agreed to by AES and Licensee. 8. LIMITED WARRANTY & DISCLAIMERS 8.1 During the Initial Maintenance Period, AES warrants that the Software w rill perform as represented in previous example packets and demonstrations. If the Software does not so perform within the Initial Page 23 CCC DoInAaminThur9 C.168 x 2-23-99 Maintenance Period, AES's sole obligation under this warranty will be to try to correct the SoPware to perforin as represented,or,at AES's option,to cancel this Agreement and refund any fees paid to AES by Licensee. If AES elects to cancel the Agreement,Licensee must promptly deliver to AES all copies of the Software and all other materials furnished by AES relating to the Software,or must warrant in writing that all such copies and materials have been destroyed. Any refund by AES under this paragraph shall.be Licensee's sole remedy for the defect. 8.2 .EXCEPT AS STATER IN' THIS SECTION 9, AES MAKES NO WARRANTIES, EXPRESS OR IMPLIED,WITH RESPECT TO the Software,OR AS TO ITS QUALITY,PERFORMANCE,MER- CHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. Regardless of any other provision in this Agreement, AES shall have NO indirect liability{including special, consequential, mci- dental,or punitive damages,or damages for loss of profits or of use or of data,or for interruption of business), to Licensee or to any third party because of the failure of the Software to perforin as warranted, or because AES does not have the right to license the Software. In ANY event,AES shall have no liability under this Agreement for any damages to Licensee or any third party, regardless of the form of action or theory of liability. 9. GENERAL 9.1 Licensee must pay all taxes or fees of any kind with respect to the license or use of the Software. All such taxes or fees required to be collected by AES shall be added to the payments due front Licensee to AES under this Agreement. 9.2 This Agreement constitutes the entire Agreement between Licensee and AES with rest to the Software. 9.3 ne validity,construction,and performance of this Agreement is governed by the laws of California. 9.4 The parries agree that suit or arbitration with respect to any facet of this Agreement may be brought or conducted only in Contra Costa County, California. Licensee waives all objections to venue and personal jurisdiction to the extent permitted by law. If any action or proceeding is brought regarding this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys`fees. 9.5 Any waiver,amendment,or modification to this Agreement must made be in a writing signed by an author- ized representative of the party against whom the waiver, amendment, or modification is sought to be enforced. No failure or delay by either party in exercising any riglit,power,or remedy under this Agreement shall operate as a waiver of the right,power,or remedy,No waiver of any provision,condition,or default of this Agreement shall be construed as a waiver of any other provision or condition,or of any other or subse- quent default. 9.6 if any provision of this Agreement is found to be invalid unenforceable,or illegal,the parties agree that such provision will be severed from this Agreement,and the remaining provisions will remain in full force and effect,notwithstanding the severed provision. 9.7 Unless otherwise provided for in this Agreement,all notices or other communications required or permitted under this Agreement must be in writing and delivered by any means that provides written evidence of transmittal and delivery. Any such communication shall be considered delivered upon actual receipt by the addressee.Until written notice to the contrary is given,the address of AES is as shown on the forst page of this Agreement. 9A For the convenience of the parties,this Agreement may be executed in multiple counterparts. Each party shall deliver to the other party a duplicate original of the counterpart executed by such party. Each party's signature page to a counterpart may be appended to any other counterpart to produce a complete agreement with all signatures. Each executed counterpart shall be considered an original of one and the same agreement if each party has executers at least one counterpart. Paps 24 CCC DoMAdinix tPburi