HomeMy WebLinkAboutMINUTES - 11161999 - C122-C124 TO: BOARD OF SUPERVISORS
ContraFROM: Barton J. Gilbert, Director of General Services
a
Costa
DATE: November 16, 1999 CountAl
SUBJECT: PURCHASE ORDER CONTRACT WITH LOOMIS FARGO
& COMPANY FOR ARMORED CAR SERVICES
SPECIFIC REQUESTS OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDED ACTION:
AUTHORIZE the Contra Costa County Purchasing Manager or designee to issue a purchase order contract in
an amount not to exceed $75,000 annually with Loomis Fargo & Company to provide armored car services for
various County departments.
FISCAL IMPACT:
No additional County funds are required. Departments receiving armored car services are billed monthly. This
is a continuation of service from this vendor, who has agreed to a rate increase of 1.5%, well below the 3+0/o
increase in the Bay Area CPI index. Additionally, the vendor has agreed to hold these prices for the fiscal year
2000/2001.
BACKGROUND:
Various County departments, including the Courts, Probation, District Attorney and Health Services, require
transportation of monies from County locations to banks on a daily or weekly basis. By combining these
services with one vendor, the customer departments have been able to realize significant efficiencies and
savings.
e T.
CONTINUED ON ATTACHMENT: X YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR _RECOMMENDATION OF BOARD COMMITTEE
APPROVE a OTHER
SIGNATURE(S):
ACTION OF BOARD ON ) �' �o '� APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
UNANIMOUS(ABSENT }
AYES: NOES:
ABSENTS: ABSTAIN:
MEDIA CONTACT:
CC: General Services Department AND
HEREBY CERTIFY THAT THIS IS A TRUE
Administration AND CORRECT COPY OF AN ACTION TAKEN
AND ENTERED ON THE MINUTES OF THE BOARD
Purchasing Division OF SUPERVISORS ON THE DATE SHOWN.
District Attorne)`s Office r
Health Services Department ATTESTED 16e"- ,
Probation Department PHIL BATCHELOR,CLERK OF THE BOARD OF
SUPERVISORS AND COUNTY ADMINISTRATOR
Cam, .-__ DEPUTY
41 .TM ACS
SERVICE AGREEMENT
The following paragraphs explain the services,roles and responsibilities between LOOMIS FARGO&Co.,("LF&Co.")a Texas corporation with
offices at
3200 Regatta Blvd.,Bldg.B Richmond California 945044592
(street address) (city) (state) (zip)
and ("CUSTOMER.") CONTRA COSTA COUNTY PURCHASING DIVISION
1220 Morella Ave.,Suite 210. Martinez California 94553
(street address) (city) (state) (zip)
if additional locations are added,consistent terms and services will be maintained.These promises for such services and their related payments form
the basis of this Agreement,made this 1st day of November 1949.
1. StrxkeLF&Co. agrees to pick up and receive from CUSTOMER, or any designated agent, securely sealed or locked shipments which
may contain any or all of the following: currency, coin,checks, securities, or other valuables. If the shipment container(s)does not appear to be
securely locked or sealed,LF&Co.reserves the right to refuse such container(s)and will not receive said container(s)from the CUSTOMER or its
designated agent. If LF&Co. accepts sealed container(s),LF&Co.will give CUSTOMER.a receipt for said sealed container(s),transport and deliver
same sealed container(s)to the consignee designated by the CUSTOMER.CUS`T`OMER.agrees that it will not conceal or misrepresent any material
fact or circumstances concerning the property delivered to LF&Co.pursuant to this Agreement.The fee is based upon the agreed to liability limit(s)
and level(s)of service provided by LF&Co.as stated in the body of this Agreement and as listed on Exhibit A. If additional or special services are
required,CUSTOMER and LF&Co.agree to negotiate fees for these other services.Before these services commence,a written amendment will be
attached to this Agreement confirming these additional services.
2. Term:Service will begin on the 1st day of November 1999 and shall continue for a period of(2)two year(s). At the expiration of this
contract,this Agreement shall extend for successive like period ,upon mutual agreement be terminated by either party on thirty(30)days written
notice. CUSTOMER agrees that LF&Co. is the provider for these services and once executed,the Agreement shall be binding on the respective
parties.
3. Billing and Payment.LF&Co,reserves the right to increase the service fee(s)based upon the year to year changes in the Consumer Price
Index(CPI).CUSTOMER agrees to pay LF&Co.within fifteen(15)days of presented periodic invoices,which shall include any applicable federal,
state or local taxes.
4, Rale Adluximcat Subject to CUSTOMER's consent,LF&Co. may adjust the fee(s)based on an unforeseen economic condition which
increases LF&Co.'s operating cost. Such consent may be evidenced verbally,in writing or by the actions and practices of the parties. In the event
that CUSTOMER refuses to consent to such adjustment, LF&Co. shall have the right to terminate this Agreement upon thirty (30) days written
notice to CUSTOMER.
5. Liahllll� LF&Co, agrees to assume the liability for any loss of the securely sealed container(s) from the time LF&Co. signs for and
receives physical custody of the sealed container(s). LF&Co.'s responsibility terminates when the CUSTOMER or its designated consignee takes
physical possession of the sealed container(s)and signs LF&Co.s'receipt.If it is impossible to complete the delivery,LF&Co.shall be responsible
until the sealed container(s)is returned to the CUSTOMER or its designated agent and a signed receipt obtained.While the sealed container(s) is
stored on the CUSTOMER'S premises,LF&Co.does not assume the liability for any loss.
6. Claim Proeedurea:
a) In the event of a loss, CUSTOMER agrees to notify LF&Co. in writing within four(4)calendar days after the loss is discovered or
should have been discovered in the exercise of due care.The CUSTOMER agrees any loss shall be reported to LF&Co.within forty-five(45)days
after the pick-up by LF&Co,of the securely sealed container in connection with which the loss is asserted.Unless such notice has been made within
this forty-five(45)day period, such claim shall be waived by the CUSTOMER. It is agreed that both parties will work together to determine the
extent of the loss,and if possible,the cause of loss.
b)CUSTOMER agrees it will cooperate and assist in reconstructing lost,damaged,or destroyed checks constituting a part of any loss.The
term"Reconstruction"is defined to mean the identification of the checks only to the extent of determining the face amount of said checks and the
identity of the maker or endorser of each.CUSTOMER agrees in the event of a loss,that any liability of LF&Co.shall be reduced by the face value
of reconstructed checks.CUSTOMER may elect the CHECK LIMIT AMOUNT by initialing the box below;
ELECT" DECLINE CHECK LIMIT AMOUNT:CUSTOMER agrees LF&Co.s'sole liability for any or
all lost,damaged or destroyed checks shall not exceed -0- . The CHECK LIMIT AMOUNT is the maximum
that will be paid by LF&Co.for the reasonable costs to reconstruct the checks,any necessary cost because of
stop-payment procedures and the face value of checks which can not be reconstructed.For purposes of
calculating the Liability Coverage per Shipment Amount or Excess Liability Coverage(referred to in Section IS),
the total value of the shipment shall be deemed to be the sum of the currency,coin,securities and other valuables
plus the lesser of the CHECK LIMIT AMOUNT or the actual face value of all checks lost,damaged,or destroyed.
If however CUSTOMER declines the CHECK LIMIT AMOUNT,LF&Co.s' liability except as otherwise stated in this Agreement,shall
be the payment to the CUSTOMER for the costs necessary to reconstruct the checks,any necessary cost because of stop-payment procedures and the
face value of checks which cannot be reconstructed.
c)Notwithstanding anything set forth in this Agreement to the contrary,the sole liability of LF&Co. (except as stated in this Agreement)
in the event of a loss,from whatever cause,shall be subject to the Liability Coverage per Shipment Amount set forth on the attached Exhibit(s)or
the Excess Liability Coverage,if selected and paid for by the CUSTOMER.
d) Upon the request of LF&Co., CUSTOMER will furnish a proof of loss to LF&Co. or its insurance carrier. Once reimbursement has
been made to CUSTOMER,LF&Co.and its insurer shall receive any and all of the CUSTOMER'S rights and remedies of recovery.
7. Limitations&Forte etre.
a)The CUSTOMER agrees that LF&Co.will not be liable for any loss caused by or resulting from shortages claimed in the contents of the
sealed or locked shipment(s),for consequential or incidental damages or losses,non-performance or delays,or for the breakage of statuary,marble,
glassware,bric-a-brac,porcelains and similar fragile articles.Likewise,LF&Co.shall not be liable to CUSTOMER for failure to render service if in
LF&Co.s'judgment the same may endanger the safety of CUSTOMER'S property or personnel or LF&Co.s'vehicles or employees.
ACS
b)It is further agreed LF&Co.shall not be held accountable or liable for any damages or losses,whether controlled or uncontrolled,and
whether such loss be direct or indirect, proximate or remote,or be in whole or in part caused by, contributed to, or aggravated by the peril(s) for
which liability is assumed by LF&Co.,resulting from:
(i) Hostile or warlike action in time of peace or war, including action hindering, combating or defending against an actual,
impending or expected attack,(1)by any government or sovereign power(de jure or defacto)or by any authority maintaining or
using military, naval or air forces; or(2)by military, naval or air forces; or(3)by any agent of any such government, power
authority or forces.
(ii) Nuclear reaction, nuclear radiation, radioactive contamination or any weapons of war employing atomic fission or
radioactive force whether in time of peace or war,
(iii) Insurrection, rebellion, revolution, civil war, usurped power, or action taken by govemmental authority in hindering,
combating or defending against such an occurrence;seizure or destruction under quarantine or customs regulations,confiscation
by order of any governmental or public authority;or risks of contraband or illegal transportation or trade.
(iv)Acts of Cod,strikes,labor disturbances,or other conditions or circumstances beyond LF&Co.s'reasonable control.
S. DIVulm CUSTOMER and LF&Co. agree that any controversy or claim, including any claim of misrepresentation, arising out of or
related to this Agreement,or the furnishing of any service by LF&Co.to CUSTOMER,shall be settled by arbitration under the current rules of the
American Arbitration Association. The arbitrator shall be chosen from a panel of persons knowledgeable in the fields of business operations and
armored car services.CUSTOMER and LF&Co.agree to equally share in the cost and fees of this resolution process.The decision and award of the
arbitrator shall be final and binding.Judgment upon the award so rendered may be entered in any court having jurisdiction thereof. Any arbitration
hereunder shall be held in RICHMOND,CALIFORNIA.
9. Container Value Limitation: CUSTOMER acknowledges and agrees that the maximum value, which LF&Co. will transport in any
individual container,will not exceed two hundred fifty thousand dollars($250,000). If the total value of a shipment which CUSTOMER seeks to
tender to LF&Co.exceeds two hundred€fifty thousand dollars($250,000),such shipment must be broken down into separate shipment containers of
two hundred fifty thousand dollars($250,000)or less. If CUSTOMER has elected the CHECK LIMIT AMOUNT in Section 6 (b)above, the total
value of a shipment for purposes of calculating the Container Value Limitation,shall be the sum of the currency,coin,securities and other valuables
plus the lesser of the CHECK LIMIT AMOUNT or the actual face value of all checks.
10. Holiday Service, LF&Co. agrees to provide service as stated in the Agreement with the following holiday exceptions:New Year's Day,
Martin L. King Day,President's Day,Memorial Day,Independence Day,Labor Day,Veterans Day,Columbus Day,Thanksgiving Day,Christmas
Day and any Local Applicable Observed Holiday.Charges for service on the above holidays will be agreed upon prior to the performance of service
excluding Christmas Day.LF&Co.will not provide Christmas Day service.
11. Waiting Time-In the event the CUSTOMER requires additional time,a charge of$4.00 per one(1)minute will be assessed after the first
(5)five minutes. Over ten(10)minutes,LF&Co.may elect to depart from the CUSTOMER'S location.Should LF&Co. be requested to return,the
pick-up will be rescheduled as a Special Pick-up and will be charged at an agreed to fee prior to rendering service.
12. Research Fee:A fee of$55.00 per hour will be charged for research of LF&Co.s'documents or receipts,unless it is determined to be an
error of LF&Co.
13. 5,;lt�Unscheduled pickups or deliveries are available under the same conditions and provisions of this Agreement.Prices are quoted
upon request.
14. Excess Item Handling:A fee of$1.50 per item is assessed when the numbers of items or containers exceed(6)six items per shipment.
15. Exxess •iab'il fy gra e: LF&Co. reserves the right to refuse tender of a shipment in excess of the Liability Coverage per Shipment
Amount as set forth in Exhibit A. However, LF&Co. shall accept tender of a shipment in excess of the Liability Coverage per Shipment Amount
with CUSTOMER agreeing to pay LF&Co.$0.50 per$1,000 or fraction thereof for any amounts which exceed the Liability Coverage per Shipment
Amount. CUSTOMER by paying this additional fee will obtain full dollar coverage of any or all losses,subject to the other provisions of
this Agreement.
If CUSTOMER does not desire this Excess Liability Coverage,CU'S'TOMER must decline Excess Liability Coverage by initialing the box
below:
---� Decline
If CUSTOMER declines Excess Liability Coverage, liabilities covered under this Agreement are limited to the Liability Coverage per Shipment
Amount.
16. ;entire Agreement; This Agreement shall be governed by, construed and enforced in accordance with the laws of the state of
CALIFORNIA. This Agreement may be altered,modified or superseded by amendment upon the written consent of both parties. This Agreement
shall not be assignable by either party without the prior written consent of the other party. This Agreement constitutes the entire agreement and
understanding between the CUSTOMER and LF&Co.Any representations,inducements,promises or agreements not contained in this Agreement shall
not be of any force and effect.The undersigned individual signing this Agreement on behalf of the CUSTOMER acknowledges that he or she has read
and understands the terms and conditions of this Agreement and that he or she has the authority to sign the Agreement on behalf of the CUSTOMER.
CONTRA.COSTA COUNTY PURCHASING DIV. LOOMIS, FARGO& Co.
By By
Title Title
aR#:110
MGR.:
AM2/97
LOOMIS,FARGO&Co.
AMENDMENT TO CONTRACT
Amendment to contract dated: NOVEMBER 1,1999 between:
LOOMIS,FARGO&Co. AND CONTRA COSTA COUNTY
3200 Regatta Blvd.,Bldg B PURCHASING DIVISION
Richmond,California 94804 1220 Morello Ave.,Ste#210
Martinez,CA 94553
By mutual consent,effective on and after November 1.IM said contract is amended In the following particulars,to wit:
Schedule for Sgrvices; Conjungtly&plckup and delivery of items at the Wigming lgfAton(j)tolftom a dclignatsd location,
BRANCH#/
CUSTOMER LIABILITY COVERAGE SERVICE FEE for
Accolm LOCATION per SHIPMENT AMQUNT FREQUENCY SERVICE
1260
P.O.#87685
#01 SUPERIOR COURT $20,000.00 Monday through $477.52/month
#719653 630 Escobar Street. Friday,except
Martinez,CA 94553 holidays
#2
#047203 SUPERIOR COURT $20,000.00 Wednesday&Friday $260.28/month
FISCAL UNIT only,except
649 Main Street holidays
Martinez,CA 94553
#3
#047204 TRAFFIC DEPARTMENT $20,000.00 Monday through $348.43/month
CONCORD COURT Friday,except
2970 Willow Pass Road holidays
Concord,CA
#4 PITTSBURG COURT $20,000.00 Monday through $380.97/month
#122705 45 Civic Drive Friday,except
Pittsburg,CA holidays
#5 RICHMOND COURT $20,000.00 Monday through $316.95/month
#122696 100 37'b Street Friday,except
Richmond,CA holidays
#6 WALNUT CREED COURT $20,000.00 Monday through $341.10/month
#128708 540 Ygnaclo Valley Blvd. Friday,except
Walnut Creek,CA holidays
#1 through #6
Deposits to: MECHANICS BANK
Main Office
Richmond
P.O.#87686
#01 WEST COUNTY $20,000.00 Monday through $477.53/month
#047173 DETENTION FACILITY Friday,except
5555 Giant Hwy. holidays
Richmond,CA
#02 CUSTODY ALTERNATIVE $20,000.00 Monday through $356.83/month
#047174 FACILITY Friday,except
900 Thompson Street holidays
Martinez,CA
#03 MARTINEZ DETENTION $20,000.00 Monday through $356.83/month
#047188 FACILITY Friday,except
1.000 Ward Street holidays
Martinez,CA
#01 through#03
Deposits to: CITIBANK
901 Main Street
Martinez,CA 94553
P.O.#87726 DISTRICT ATTORNEY $335,000.00 Monday through $425.00/month
#047177 FAMILY SUPPORT DIV. Friday,except
50 Douglas Drive.,Ste#100 holidays
Martinez,CA 94553
Deposits to: Wells Fargo Bank
902 Main Street,Martinez,CA 94553
EXHIBIT"A"
I of 2
AC5
P.O#87727 OFFICE OF REVENUE $40,000.00 Monday through 5375.00/month
#226953 COLLECTION Friday,except
2530 Arnold Drive,Ste#350 holidays
Martinez,CA 94553
Deposits to: Union Bank
635 Ferry Street
Martinez,CA 94553
P.O.#87728 PROBATION DEPARTMENT $20,000.00 Wednesday& 5236.14/month
#226947 ADULT DIVISION Friday only,
2555 EI Portal Drive except holidays
San Pablo,CA 94806
Deposits to: Mechanics Bank
Mira Vista Office
42"'/Macdonald Ave.
Richmond,CA 94804
P.O.#87729
#047182 HEALTH SERVICES $ , 0.00 Monday through $356.83/month
PATIENT BILLING Friday,except
595 Center Avenue,Ste#3002 holidays
Martinez,CA 4-nl `"°�"
Reconstructible AC-2 contract
Deposits to: Well Fargo
Cash Vault,San Francisco
ALSO TO COVER:
Special pick-ups On-Call Before3:00p.m. 565.00/call
Split deposits Can-Call Split
Deposits/Deliver to Second Bank 521.00/call
P.O.#87730
#01 CONTRA COSTA $20,000.00 Monday through 5534.46/month
#227016 REGIONAL MEDICAL Friday,except
CENTER holidays
(New,First Floor,Admissions Office)
(Second pick up at Specialty Registration,Old ER)
2500 Alhambra Avenue
Martinez,CA 94553
Deposits to: Wells Fargo
Main Branch,San Francisco
#02 PITTSBURG HEALTH $20,000.00 Tuesday,Thursday $291.76/month
#226955 CENTER and Friday,except
550 School Street holidays
Pittsburg,CA
Deposits to: Bank of America
Main Vault,Arnold Drive
Martinez,CA
#03 RICHMOND HEALTH $20,000.00 Friday only, $155.32/month
#117505 CENTER except holidays
381h Bissell Street
Richmond,CA
Deposits to: Bank of America
1455 Market Street
San Francisco,CA
Except as amended above,the original agreement between the parties hereto remains unchanged and all terms,conditions and limitations remain in
full force and effect.
As herein amended said contract is hereby ratified and confirmed.
IN WITNESS WHEREOF the parties hereto executed this rider on the 14TH day of OCTOBER,1999.
CONTRA COSTA COUNTY LOOMIS FARGO&CO
PURCHASING DIVISION
By By _
Title Title
BR#: 120
MGR.:
EXHIBIT"A»
2of2
LOOMI , FARGO chi CO.
HOLIDAY SCHEDULE
* New Years Day
Martin Luther King Day
Presidents Day
Memorial Day
Independence .Day
Labor Day
Columbus Day
Veteran's Day
* 'Thanksgiving :Day
"Christmas Day
* Holiday service will be priced at a mutually agreed rate prior to
the performance of the requested service.
* Holiday service will depend on volume of customer
participation.
** No service will be provided on Christmas Day.
Please note: Holiday time may vary from regular service time.
Service may not be available to all areas.
EXHIBIT"B"
CALIFORNIA
LOOMIS FARGO &CO. ARMORED CAR SERVICE
EFFECTIVE NOV, 1, 1999 THROUGH OCT 31, 2001 WITH TWO (2)YEAR EXTENSION
I
COST COMPARISONS
08/01/98 THRU 10/31/99 11/01/99 THRU 10/31/01
SPO 'DPT LOCATION MO RATE TERM EXT vs MO RATE 1 ST YR EXT 2ND YR EX TERM EXT
i
87685 SC7 Superior C# $470.47 $6,116.11 $477.52 $5,730.24 $5,730.24 $11,460.48
Fiscal Unit $256.43 $3,333.59 $260.28 $3,123.36 $3,123.36 $6,246.72
Traffic Con $343.28 $4,462.64 $348.43 $4,181.16 $4,181.16 $8,362.32
Pittsburg Ct $375.34 $4,879.42 $380.97 ! $4,571.64 $4,571.64 $9,143.28
Richmond Ct $312.37 $4,060.81 ' $316.95 ; $3,803.40 : $3,803.40 $7,606.80
W.C.0#. $336.05 $4,368.65 $341.10 $4,093.20 $4,093.20 $8,186.40
BPO TOTAL $AMOUNT: $2,093.94 $27,221.22 $2,125.25 $25,503.00 $25,503.00 $51,006.00
87686 SHA Shrf-Detent
WCDF $470.47 $6,116.11 $477.53 $5,730.36 $5,730.36 $11,460.72
Cust Alt Fac $351.56 $4,570.28 $356.83 $4,281.96 $4,281.96 $8,563.92
MDF $351.56 $4,570.28 $356.83 $4,281.96 1 $4,281.96 $8,563.92
BPO TOTAL$AMOUNT: $1,173.59 $15,256.67 $1,191.19 $14,294.28 $14,294.28 $28,588.56
87726 JDA5 Family Supp $234.72 $1,643.04 $425.00 $5,100.00 1 $5,100.06.1 $10,200.00
Rate chap ed mid 4/99 $425.00 $2,550.00 No increase per Vendor
BPO TOTAL$AMOUNT: $659.72 $8,576.36 $425.00 $5,100.00 $5,100.00 $10,200.00
87727 A10 10fc Rev Coll $191.29 $1,339.03 $375.00 $4,500.00 $4,500.00 ` $9,000.00
Rate changed mid 4/99 $375.00 ! $2,250.00 , No increase per Vendor
BPO TOTAL $AMOUNT: $566.29 ' $3,589.03 $375.00 $4,500.00 , $4,500.00 $9,000.00
I
87728 P01 Probation $232.62 $3,024.06 $236.14 $2,833.68 $2,833.68 $5,667.36
BPO TOTAL $AMOUNT: $232.62 $3,024.06 $236.14 $2,833.68 $2,833.68 $5,667.36
87729 H05 Patient Acct $351.56 $4,570.28 $356.83 $4,281.96 $4,281.96 $8,563.92
Spcl Pickups $65.00/call as needed Spl Pickup $65.00/call as needed
Spcl Deposits $21.00/call as needed Spl Deposit $21.00/call as needed
BPO TOTAL$AMOUNT: $351.56 $4,570.28 $356.83 $4,281.96 $4,281.96 ! $8,563.92
87730::H40 ;CCRMC $526.56 $6,845.28 $534.46 1 $6,413.52 $6,413.52 $12,827.04
Pitt Hlth Ctr $287.45 $3,736.85 $291.76 $3,501.12 ! $3,501.12 $7,002.24
i Rich Hlth Ctr $153.03 $1,989.39 $155.32 1 $1,863.84 $1,863.84 $3,727.68
BPO TOTAL $AMOUNT: $967.04 $12,571.52 $981.54 $11,778.48 $11,778.48 $23,556.96
BPD'S TOTAL$AMOUNT $6,044.76 $78,581.88 $5,690.95 $68,291.40 $£8,291.40 $136,582.80
NOTE: Above represents a 3.4% increase NOTE: Above represents a 1.5% increase proposed
based on the Semi-Annual CPI Index by the Vendor to be firm throughl0/3112001 with a
Average as of,lune 30, 1998. two(2) year extension upon mutual agreement
between the County and the Vendor.
CONTRA COSTA COUNTY t/
-CC C TERMS & CONDITIONS-
ATTACHMENT To PURCHASE ORDER
The following general terms and condi ons are to be incorporated into and will become a part of this contractual agreement,
hereafter referred to as "Contract," between Supplier/Vendor/Contractor, hereafter referred to as -Supplier," and Contra Costa
County, hereafter referred to as "County."
+� '� 'Cull ;�T iit►.g ^,.
1t
P2 ,.
1. Agreement.
'TERMS AND CONDITIONS' stated in this document, plus 'TERMS AND CONDITIONS' contained on the back of the Purchase Order shat(apply to this
'Contract'between the'Supplier"and'County.' Any other terms and conditions must be in writing and agreed to by the County. Upon acceptance of this
Purchase Order the"Supplier'agrees to abide by these terms and conditions. This'Contract'is binding on the heirs.suct assom,assigns,and representatives of
the"Supplier.'
If. Modifications and Amendments.
This Contract may be modified or amended upon mutual agreement between the County and the Supplier by written document subject to any required County,
State,or federal approval.
Ill. Year 2000 Compliance.
Supplier warrants and represents to the County that all software/firmware/hardware/equipment/systems distributed, installed, or programmed by Suppfrer
pursuant to this Contract is Year 2000 compliant:
A. That all software/frrmwaral hardwarei equipment/systems distributed,installed,or programmed by Supplier 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 Contract,Including without limitation all specification and/or functionality and performance requirements,during each such time
period,and transitions between them,in relation to dates it encounters or processes.
B. That all date recognition and processing by the software/firmware/hardware/equipment/system win 9ncf de the four-digit-year format and will
correctly recognize and process the date of February 29,and any related data during Leap Years.
C. That all date sorting by softwere/firmware/hardware/equipment/equipment/system that includes a'year category'shall be done based on the four-
digit-year format. Upon being notified in writing by County of the failure of any software/firmware/hardware/equipment/systems to comply with
this Contract, Supplier will within sixty(601 days and at no cost to County replace or correct the noncomplying software/firmware/hardware/
equipment//systems with software/firmware/hardware/equipment/systems that does comply with this Contract.
Other systems: To the extent that the software/firmware/hardware/equipment)systems,distributed,installed,or programmed will accept data from other
systems and sources that are not Year 2000 Compliant,the software/firmware/hardware/equipment/systems distributed,installed,or programmed must
properly recognize,calculate,sort,store,output,and otherwise process such data in a manner that eliminates any century ambigufty so that the software/
hardware/equipment/systems remains Year 2000 compliant.
No disclaimers: The warranties set forth above shall not be subject to any disclaimer or exclusion of warranties or to any limitation of Supplier's liability
under this Contract
IV. Compliance with Law.
Supplier shag be subject to and comply with all Federal, State, County, and local laws and regulations applicable with respect to its performance under this
Contract, including but not limited to,licensing, employment, and purchasing practices, wages, hours, and conditions of employment, and nondiscrimination,
including,but not limited to the Fair Labor Standards Act of 1938 as amended, Executive orders and rules and regulations of the President's Committee on.Equal
Employment Opportunity, and the California Occupational Safety and Health Act of 1973(CAL-OSHA)
V. Disputes.
Disagreements between the Supplier and the County concerning the meaning,requirement,or performance of this Contract sha8 be subject to final determination
in writing by the County's General Services Department,Purchasing Division in accordance with the applicable procedures(if any)required by the County of
Contra Costa,State of California,or Federal Government.
VL Conflicts of Interest.
Supplier,its officers,partners,associates,agents,and employees,shall not make,participate in making,or in any way attempt to use the position afforded them
by this Contract to influence any govommantal decision in which he or she knows or has reason to know that he or she has a financial interest under California
Government Code Section 87100,at seq.,or otherwise.
Vil. Indemnification.
The Supplier agrees to indemnify and hold harmless the County, its officers, agents, and employees, against all claims,demands, and judgements made or
recovered against the County for damages to real,tangible,or personal property,including injury or death,in connection with this Contract to the extent such
damage,injury,or death was caused by negligence,intentional,or willful misconduct of Supplier during the operations In connections with the performance of
work or duties undertaken as a result of the acceptance of this Contract.
Vill. Choice a of Law and Verve.
This Contract is made in the Carty of Contra Costa and shall be governed and construed in accordance with the laws of the State of California. Any action
relating to this Contract shall be instituted and prosecuted in the courts of the County of Contra Costa,State of California.
IX Endorsements.
Supplier shall not in its capacity as a Supplier with the County publicly endorse or oppose the use,or attribute qualities or tack of qualities to,any particular
brand name or commercial product/service without the prior approval of the County's Board of Supervisors. In Its County supplier capacity,Supplier shag
not participate or appear in any commarcially produced advertisements designed to promote-a brand name or commercial product/service. Notwithstanding
the foregoing,Supplier may express its views on products/services to other Suppliers,County officers,the Board of Supervisors,and others who may be
authorized by the County or by law to receive such views relating to this Contract.
Contirrued on reverse soda.
X. inspection.
Supplier's performance, place of business, and records pertaining to this Contract are subject to monitoring, inspection, review, and audit by authorized
representatives of the County,State of California,and Federal Government.
XI, Records,
Supplier shall keep and make available for inspection and copying by authorized representatives of the County,State of California,and Federal Government,the
Supplier's regular business records and such additional records pertaining to this Contract as may be required by the County.
XII. Retention of Reciuds.
The Supplier shall retain all records pertaining to this Contract for five(5)years from the effective date on this Contract and for any further period that is required
by law,
XIN. F.O.B.Point/Shipphhg Charges/Tide.
Alf prices shaft be quoted as F.O.B.Destination. F.O.B.Destination indicates that title to products/equipment purchased hereunder shaft pass to County at F.O.B.
point designated on Purchase Order,even if freight is paid by County or prepaid by Supplier,and subject to the right of County to reject upon inspection.If freight
is prepaid snd added to the invoice,aft shipping,handling,and freight cost shall be shown separately and apart from the cost of products laquipment.
XIV. Payments t kwdl
Supplier shall submit a correct and complete Invoice(s)to the`MAIL INVOICE TO' Department for payment. Supplier shelf state its payment and discount term
on all invoices_ Discount period shall begin from the date County received invoices or products/services,whichever occurs later. Unless a discount is offered,
payment temts are Net 30.
XV. Conflleft Terns.
ff any conflict exists between these`CCC Terms and Conditions"and any of Supplier's Terms and Conditions,These"CCC Terms and Conditions" shall
prevail.
e
XVL OuaMifies.
The County guarantees no minimum or maximum quanthies of products or units of service to be ordered during the contract period stated on the Blanket Purchase
Order.The County will not accept minimum usage requirements.
XVII. Subcontract.
Supplier may not subcontract any of the services without the County's written permission.
XVldf, Method of 0r1e(4ng.
A Blanket Purchase Order will be issued for products/services identifying the User Department. A single User Department may have more than one ship to
addral If more then one User Department will order the Supplier's products/services,each User Department will have its own Blanket Purchase Order number.
XIX. Other Tax Supported Agendas,
Other tax supported agencies/depatirients,both within Contra Costa County and outside Contra Costa County,who have not contracted for their own product/
service requirements may desire to participate in this Contract. The Supplier will be requested to service these agencies/departments and will be given the
opportunity to accept or reject these requests. if Supplier elects to supply products 1 services,orders will be placed directly by that agency 1 department,
XX. Tamtinatlon.
A. Written Notice, This Contract may be terminated by either party,at their sole discretion,upon thirty-day 130)advance written notice thereof to the
other and may be cancelled immediately by written mutual consent,
B. Fallure to Perform. The County,upon written notice to Supplier,may immediately terminate this Contract should the Supplier fait to perform properly
any of its obligations hereunder.
C. Cessation of Funding. In the event that Federal,State,County,or other funding for this Contract ceases,this Contract is terminated immediately
without notice and without penalty to the County. In the event no funds or insufficient funds are appropriated and budgeted In any Fiscal Year for
payments due under this Contract for the then current or tate succeeding Fiscal Year during the term,aforesaid,this Contract shaft create no obligation
on the County as to such current or succeeding Fiscal Year except as to the portions of payment 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 Supplier,its successors as to that portion of this Contract
which may so become unenforceable.
XXL Nonrenewal&Extension,
A. Supplier understands and agrees that there is no representation,implication,or understanding that the products/services provided by the Supplier will
be purchssed by the County under a new Contract following expiration or termination of this Contract.
B. By mutual agreement and agreed upon pricing in writing,this Contract may be extended past the ending date.
XXIt. Insurance.
!I 5uogiisr s persor:rhal ar raaraseotativas"/he geaLMy onto County gTAllirty W ther/orm work/services,the Supplier shag be required to present to Contra Costa
County Purchasing Division,1220 Morello Avenue,Suite 210.Martinez,CA 94553,written evidence of insurance All beginning work/services.
A. Uabitity Insurance. The Supplier shall provide general comprehensive liability insurance including coverage for owned and(cart-owned vehicles,with a
minimum combined single Omit coverage of*11,00),000 for all damages,Including consequential damages,due to bodily injury,sickness,or disease,
or death to any person or damage to and destruction of property,including the foss of use thereof,arising from each occurrence. Such Insurance shall
be endorsed to include the County and its officers,agents,and employees as additional insured as to all services/work performed by Supplier under
this Contract. Saki policies shall constitute primary insurance as to the County, State and'Federal Governments,and their officers,agents,and
employees.so that other insurance policies by theist or their self-insurance program(s)shag not be required to contribute to any loss covered under the
Suppl'ier's Insurance poOc3 and policies.
a, Worker's Compensation, The Supplier shall provide worker's compensation insurance for all its employees.
C. Certificate of insurance. The Supplier shall provide to the Purchasing Division of the County a "Cartificatelsi of Insurance' with rWorsement
evidencing liability arld worker's compensation as required pr/or to doing any work or providing senelcea on County property.
The foregoing requirements bf the types and Omits of insurance coverage to be maintained by the vendor and approval of PoUc ytpolltift by the County
are not Intended to,and shall not be In any manner,Omit or qualify the lfatrdities and obligations otherwise assumed by the Supplier pursuant hereto,
including but not limited to liability assumed pursuant to the article of this Contract entitled"Indemnity",
D. Provisions. The insurance provided by the Supplier shall Include a provision for thirty(30)days written notice to the County before cancellation or
change In coverage.
.�I Contra
TO: BOARD OF SUPERVISORS I
a Cota
FROM: PHIL BATCHELOR, County Administrator County
DATE: November 16, 1999 = _:
SUBJECT: CONTRACT WITH CARTA, INC. FOR COUNTY'S
INTERNET STRATEGY DEVELOPMENT -
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION:
APPROVE and AUTHORIZE the Chairman of the Board of Supervisors to execute a contract with
Carta, Inc., in the amount of $235,000 for the period of November 16, 1999 through April 30,
2000 for the analysis of Contra Costa County's Internet implementation strategy.
FISCAL IMPACT:
Cost is $235,000. Budgeted.
BACKGROUND:
In May, 1999, the Board of Supervisors asked the County Administrator to begin the process of
upgrading and improving the County's existing Internet web site.
Contra Costa County published its first Internet web site in October of 1995, becoming one the
first California Counties to do so. In terms of technology and the Internet, a lot has changed in
four short years. No longer satisfied with "push-type bulletin board" Internet sites where
consumers can look up information regarding an organization, most businesses are now moving
forward with "fully interactive electronic commerce" sites. This type of Internet web site is
extremely complex and expensive to implement. Many companies are spending over a million
dollars to implement web sites, with ongoing maintenance running as high as 35% of the
implementation cost on an annual basis. Because of this complexity and high cost, the County
decided on a three-phased approach to its web site implementation:
t }�
CONTINUED ON ATTACHMENT: YES SIGNATURE: w6�� f' r r
------------ -- - --- RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF
BOARD COMMITTEE
_APPROVE OTHER
SIGNATURE(S):! aq
__------------------ ---------- ->/' -------- - -— --
----— -------_------------
——ACTION OF BOARD ON�/�.- / ` !i`✓ APPROVE AS
RECOMMENDED�7�_ OTHER
VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE
AND CORRECT COPY OF AN ACTION TAKEN
UNANIMOUS(ABSENT ) AND ENTERED ON THE MINUTES OF THE
BOARD OF SUPERVISORS ON THE DATE
AYES: NOES: SHOWN.
ABSENT: ABSTAIN:
ATTESTED/t✓'�C.%�r`✓I,f.��' �'�r af;�',�;`y
CONTACT:STEVE STEINBRECHER(925)335-1305 PHIL BATCHELOR,CLERK OF THE
BOARD OF SUPERVISORS AND
COUNTY ADMINISTRATOR
CC: COUNTY ADMINISTRATOR
DEPARTMENT OF INFORMATION TECHNOLOGY
AUDITOR-CONTROLLER
BY� ' DEPUTY
CONTRACT WITH CARTA, INC. NOVEMBER 16, 1999
COUNTY INTERNET STRATEGY BLUEPRINT PAGE 2
Phase 1: "Remodel" the existing web site as push-button technology, with the addition of
a "search function." This project was substantially completed in October 1999.
Phase 2: Hire a company with experience in designing the business strategy and tactical
functionality for implementing a fully interactive website. The product of this
phase will be a blueprint for the final implementation, or "rollout" phase. It is
anticipated this phase will be complete in April of 2000.
Phase 3: Take the blueprint from the second phase, and implement the fully interactive
web site, in a logical progression, as decided by the County Information
Technology Steering Committee.
A committee comprised of staff from the County Administrator's Office and the Department of
Information Technology developed a Request for Proposal for the second phase of the project
in September. After reviewing the responses, the County selected Carta, Inc., as the successful
vendor.
cljg
CONTRA COSTA COUNTY
EQUIPMENT, SOFTWARE & SERVICES
PROCUREMENT AGREEMENT
REVISED June 1999
Page I
CCC DoITlAdmin\Phurt
a
CONTRA COSTA COUNTY
EQUIPMENT,SOFTWARE & SERVICES PROCUREMENT AGREEMENT
Name of Project:–E-Commerce Strategy Contract No:
Contractor:_Carta,Inc. Effective Date: November 16, 1999
This Agreement is entered into by and between the Contra Costa County and the above named Contractor,and is effective as of
the date given above.
A. Contractor will provide the County with the Services and Products described in Exhibit A and B in accordance with the
Project milestones contained in Exhibit C, as such exhibits may be modified as provided herein. The Project will be evaluated
and accepted by the County pursuant to the tests,procedures,and criteria set forth in Exhibit D.
B.The attached Terms and Conditions are incorporated into and made a part of this Agreement.
C.The following provisions shall apply to the attached Terms and Conditions:
(1)Authorized Representatives(Section 4.2,6.2,6.3):
For Contractor Jeff Smith Telephone®916.369.9900
For County John Forberg Telephone 925.313.1309
(2)Addresses and Fax Numbers for Notices(Section 20.0):
County: Contractor:
John Forberg Jeff Smith
Contra Costa County Vice President
30 Douglas Drive 9343 Tech Center Drive,Suite 260
Martinez,CA 94553 Sacramento,CA 95826
Fax X925.313.1459 Fax: 916.369.1661
(3)Fixed Price or Other Pricing Basis(Section 3.1):$235,000.00
(4)Reserve Amount for Minor Changes(Section 6.3):$ 0.00
(5)Minimum Amount for Minor Changes(Section 6.3):$ 0.00
(6)Liquidated Damages for Unexcused Delay(Section 13.1)$_0.00 per—day
(7) Contractor Federal ID# 680391988
Page 2
CCC DoMAdminlPhurl
"COUNTY"
CONTRA COSTA COUNTY "CONTRACTOR"
1 91
By: By:
Chairporso ,B d of Supervisors Jeff Smith,VP f Sales,Carta,Inc.
i
Date: By: !�
Attest: Clerk,Board of Supervisors Kim R es,Goose ,Carta,inc.
Note to Contractor:For corporations(profit or non-profit),the Agreement must be signed by two officers. Signature
A must be that of the President or Vice-President and Signature B must be that of the Secretary or Assistant
Secretary (Civil Code Sec. 1190.1 and Corporation Code Sec. 313). All signatures must be acknowledged as set
forth on following page.
Page 3
CCC DoMAdmin\Phurl
ACKNOWLEDGMENT
S'1'A'FI?C)1�CALI["t)1tNIA )
COUNTY 0l )
011—1`` e V o i_ ftq ! betore nic, a
(insert nanic and title of the oilwer),personally appeared
c (or proved to nre on the basis of satisfactory evidence) to be the person*) whose naine(g) is/am
subscribed to the within instrument and acknowledged to nie that l-/she, tfW executed the sante in kisqicr, tis authorized
capacity(4es),and that Wierltlwic signature(,$)on the instrument Ste person(#),or the entity upon behalf of which the person(t)
acted,executed the instrument.
WITNESS MY IIAND AND OHICIAL SEAL
CANDACE E. RODEN
I9_ y
Comm.#4177418NOTARY PUBLIC-CALIFORNIA V1
Sacramento County Comm. Expires Match 26,2002
Signature(Seat)
Acknowledgment(by Corporation,Partnership or Individual)
Civil Code Sec. 1189
Page 4
CCC DoMAdtnhi\Phurl
ACKNOWLEDGMENT
STATE OF CALIFORNIA)
COUNTY OF C1'�f
On �!' ( before me, �.�L i�1 c6c e. L/ ` t- LX..x n
Jeff Smith,VP,Carta,Inc.,personally appeared
(or proved to me on the basis of satisfactory evidence) to be the person($) whose name() iswe
subscribed to the within instrument and acknowledged to me that he/sl*;they executed the same in his/her, their authorized
capacity(iqw),and that his tkei-signature(j6 on the instrument the person(k,or the entity upon behalf of which the person(t)
acted,executed the instrument.
WITNESS MY HAND AND OFFICIAL SEAL
PW CANDACE E. R'ODEN
Comm.N 117741 S ��pp
NOTARY PUBLIC•CALIFORNIA !Jl
Sacramento County
MY Comm. Expiras March 28,2602
Signature(Seal)
Acknowledgment(by Corporation,Partnership or Individual)
Civil Code Sec. 1189
Page 4
CCC DoITlAdminfturl
CONTRA COSTA COUNTY
EQUIPMENT,SOFTWARE,AND SERVICES PROCUREMENT AGREEMENT
TERMS AND CONDITIONS
1.0 DEFINITIONS
1.1 The following general definitions shall apply for the purposes of this Agreement:
"Agreement"shall mean this agreement.
"Business Day"shall mean Monday through Friday,excluding holidays observed by the County.
"Confidential Information"shall have the meaning set forth in Section 7.1.
"Contractor"shall mean the person or entity identified as Contractor on the first page of this Agreement.
"County"shall mean the Contra Costa County.
"First Productive Use"shall mean that point in time which County processes"live"customer data with any
functional portion,or total function,of"named"software.
"Four Digit Year Format"shall mean a format that allows entry or processing of a four-digit-year date,where the
first two digits will designate the century and the second two digits will designate the year within the century.
'Disclosing Party'shall have the meaning set forth in Section 7.5.
"Documentation"shall have the meaning set forth in Section 8.4.
"Leap Year"shall mean the year during which an extra day is added to February(February 29).Leap Year occurs in
all years evenly divisible by the number four(4),except that a year that is divisible by 100 is not a Leap Year,unless
it is also divisible by 400.
"Maintenance"shall mean the providing of technical information,assistance,error correction,repair services,and
repair parts in the manner specified in Exhibit F.
"Minor Changes"shall have the meaning set forth in Section 6.3.
"Products"shall mean the equipment and software listed in Exhibit B and all other equipment and software to be
provided by Contractor pursuant to this Agreement.
"Project"shall mean the task(s)described in Exhibit A
"Receiving Party"shall have the meaning set forth in Section 7.5.
"Section"shall mean a section of this Agreement.
"Services"shall mean all labor to be provided by Contractor or its subcontractors pursuant to this Agreement.
"Year 2000 Compliant"shall mean dates outside the range of 1900-1998,including the years 1999,2000 and
thereafter,encountered and/or processed by the software/firmware/hardware/equipment/system will be correctly
recognized,calculated,sorted,stored,displayed and/or otherwise processed in any level of computer hardware or
Page 5
CCC DoMAdminfturi
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 D Performance,and Acceptance Criteria
Exhibit E Indemnification and Insurance Provisions
Exhibit F Maintenance Agreement
Exhibit G License Agreement
3.0 PRICING AND PAYMENT
3.1 The County will pay Contractor for the Services and the Products in accordance with the pricing set forth in item
C(3)of this Agreement,except as otherwise provided in this Agreement.
3.2 Except as otherwise provided in this Agreement, Contractor will invoice the County and will be paid in
accordance with the provisions of Exhibit C(3)of page I hereof.
3.3 All invoices from Contractor will be in a format approved in advance by the County.
3.4 Invoices are payable within 30 days after receipt.
3.5 If this Agreement is designated as a firm fixed-price contract in item C(3) of page I 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 I 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 I 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
Page d
CCC DoITlAdmin\Phurl
1
�C
notice from the party changing the Authorized Representative to the other party. Upon written request by the
County,Contractor will replace Contractor's Authorized Representative.
4.3 Contractor may use the subcontractors designated in Exhibit A to perform that portion of the Services designated
therein for such subcontractors. If Contractor proposes to use any additional or different subcontractors on the
Project,it must receive the County's advance written consent,which will not be unreasonably withheld or delayed.
4.4 Contractor acknowledges that it will be responsible for the performance or non-performance by its
subcontractors of the tasks set forth in this Agreement. Contractor shall contractually require all subcontractors
performing work on the Project to abide by the following provisions of this Agreement: Sections 4.5, 4.6,4.7,4.8,
49,5.3,5.4,7.0, 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 parry any express or implied right of authority to assume or create any obligation or
responsibility on behalf of or in the name of the other party, or to bind the other party in any manner or thing
whatsoever.
4.9 Neither party will, directly or indirectly, solicit or offer employment to any employee of the other party during
the work on the Project by said employee and for one year thereafter.
5.0 ASSISTANCE FROM COUNTY;RULES OF ACCESS AND CHANGE MANAGEMENT
5.1 The County will be providing the level of assistance on the Project as indicated in Exhibit A.
5.2 While on County's premises in connection with the performance of this Agreement, Contractor personnel will
comply with the County's applicable rules with respect to security, conduct and other matters concerning access to
County's premises. Such rules may require in some cases background checks and escorts for Contractor and
subcontractor personnel. On notice from the County, Contractor will remove immediately any of its personnel
assigned to perform work under this Agreement who do not comply with such rules.
5.3 Unless otherwise requested in writing by the County, 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 DoMAdmin\Phuri
6.0 CHANGES
6.1 The parties acknowledge that additions, deletions, and modifications to the Products and Services specified
under this Agreement may be required in the manner set forth in this Section.
6.2 No such change, whether major or minor, shall be binding, and Contractor shall not proceed with any change,
unless the change is confirmed in writing and formally executed by the Authorized Representatives of both
Contractor and the County as set forth on page 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 of this Agreement,generally
involve the adding of Products or Services which were not included in Exhibits A or B, and require immediate
implementation to ensure that the Project is not delayed. Minor Changes will be funded from a pool reserve in the
amount specified in item C(4)of page I of this Agreement.Once that fund is depleted,this Minor Change procedure
will no longer be available. If the reserve is not entirely depleted during the Project, the balance- will, at the
County's option following completion or termination of the Project, either be credited to other work Contractor is
performing for the County or be returned to the County.
6.4 For any change which does not qualify as a Minor Change,the party seeking the change shall inform the other in
writing of the details of the contemplated change and any requested terms concerning the change. For a change of
this type requested by Contractor and involving additional or deleted Services, Contractor shall include a written
proposal containing the cost of the additional or deleted Services involved in the change, and any impacts upon
price,delivery schedule,or other terms.For a change of this type requested by the County,Contractor shall respond
with such a proposal within five Business Days after receipt of a written request for the change. Changes involving
only the addition or deletion of Products can be made pursuant to the provisions of Section 6.2 without the necessity
of a formal proposal and shall result in an adjustment of the Project price in item C(3)of page I hereof according to
the pricing set forth in Exhibits B and C.
7.0 CONFIDENTIAL INFORMATION
7.1 Contractor acknowledges that in the course of performing work on the Project, it and its subcontractors may be
exposed to certain Confidential Information, including without limitation medical records, employment records,
secret passwords to County computer systems,methods of accessing County computers and data,County personnel
data, payroll data, County proprietary software, records and data which are not available to the general public, and
documents marked "Confidential" or "Proprietary", Other categories of documents considered Confidential
Information by the County shall be specified to Contractor in writing.
7.2 The County acknowledges that Contractor may be disclosing Confidential Information to the County in the
course of performance of the Project,including documents marked"Confidential"or"Proprietary,"provided that the
County agrees prior to disclosure that such information is Confidential Information. Such agreement will not be
unreasonably withheld.
7.3 Information of a proprietary nature which is disclosed orally to a party hereto shall not be treated as Confidential
Information unless it is stated at the time of such oral disclosure that such information is Confidential Information
and such information is reduced to writing and confirmed as Confidential Information to the Receiving Party (as
defined below)within 30 days after the oral disclosure.
7.4 Confidential Information does not include(a)information which the party hereto receiving the information(the
'Receiving Party")can prove was known to it at the time of receipt from the party hereto disclosing(the".Disclosing
Party") that information to the Receiving Party, (b) information lawfully received by the Receiving Party from a
third party that is not under an obligation of confidentiality with respect to such information,(c)information which
becomes known to the public other than by a disclosure prohibited by this Agreement,or(d)information which the
Receiving Party can prove was independently developed by it without assistance from access to Confidential
Page 8
CCC WMAdmin\Phurl
Information.
7.5 The Receiving Parry shall use Confidential Information solely for the purposes of the Project and may disclose
Confidential Information to others only upon the advance written consent of the Disclosing Party. The Receiving
Party shall protect Confidential Information with the same degree of care that it regularly employs to safeguard its
own confidential information of like nature from unauthorized disclosure but no less than a reasonable degree of
care.If the Receiving Party is required by a governmental agency,court or other quasi-judicial or other regulatory
body to disclose Confidential Information received under this Agreement,the Receiving Party shall not be liable for
such disclosure provided that the Receiving Party shall,as promptly as reasonably possible,give notice to the
Disclosing Party of the requirement to disclose such Confidential Information in order that the Disclosing Party may
contest the requirement that Recipient disclose such Confidential Information.Except as provided in Section 8.0 and
except as required by law,no other disclosure of Confidential Information is authorized under this Agreement.
7.6 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 abject-code version,as
well as available documentation on the use of such tools. The County may use such proprietary tools solely for the
purpose of maintaining and modifying the software,diagrams,or schematics written or formulated by Contractor or
its subcontractors for the Project.
8.4 All documentation required to be developed for the County pursuant to Exhibit A("Documentation')will not be
based on Contractor Confidential Information, unless there is a compelling need and the County agrees in writing.
The County shall own all such Documentation delivered hereunder except for(a) Documentation Contractor can
demonstrate was previously developed by or for Contractor and is not in the public domain; or(b)Documentation
identified in writing by Contractor and proved to the County's reasonable satisfaction as being developed solely with
Contractor resources.
8.5 With respect to Documentation which is deemed to belong to Contractor in accordance with Section 8.4,
Contractor grants the County a non-exclusive, royalty-free license to use and copy any such Documentation for its
own internal use.The County shall have the right to disclose such Documentation to successor vendors,contractors,
or computer hardware or software maintenance organizations, provided such entities(a)have a need to know such
information for the purposes of modifying, maintaining, or enhancing the County's equipment or software, and(b)
agree not to use such information except with respect to work for the County. Such Documentation will not
otherwise be disclosed outside County government without the advance written consent of Contractor, which shall
not be unreasonably withheld or delayed.
9.0 RISK OF LOSS
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,. ,
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.
10.4 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 including
reasonable attorney's fees resulting from a claim or suit against the County for alleged infringement of any patent,
copyright, trademark,trade secret,royalty or license agreement, or other proprietary right arising out of the use by
the County of the Products or Documentation for the purposes intended hereunder. As a condition of such
indemnification, the County shall promptly inform Contractor of any such claim or suit, allow Contractor or its
suppliers to control the defense against such suit,and cooperate,at Contractor's expense,in the defense against such
suit, provided however, that in no event shall Contractor make any admission of guilt or liability on behalf of
County without County's prior written consent.
10.2 If the County's use of any portion of the Products or Documentation is enjoined by a court of competent
jurisdiction,Contractor shall at its option and expense and within 60 days of the enjoinment.
(a)Procure for the County the right to use such infringing portion;
(b)Replace such infringing portion with a non-infringing portion providing equivalent functionality;or
(c) Modify the infringing portion so as to eliminate the infringement while providing equivalent
functionality.
10.3 Contractor may delegate its responsibilities under Sections 10.1 and 10.2 to the manufacturer of the allegedly
infringing Product,provided Contractor has received the advance written consent of the County. Such consent will
not be unreasonably withheld or delayed.
11.0 INDEMNIFICATION AND INSURANCE
Contractor shall comply with,and require its subcontractors to comply with,the terms and conditions of Exhibit E
related to indemnity and insurance.
12.0 WARRANTIES AND MAINTENANCE
12.1 Products to be provided by Contractor hereunder will be subject to the warranties, if any of the
manufacturers or suppliers of such Products. Contractor will ensure that such warranties are transferred to the
County.
12.2 Contractor will provide maintenance or will arrange for maintenance for Products in the manner specified by
Exhibits A and F.
12.3 Contractor represents and warrants to the County that, upon payment of the purchase price specified in this
Agreement, the County will have good title to each of the Products, free and clear of all liens, encumbrances, and
claims. 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
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itself or another program many times without any useful purpose.
12.5 Contractor warrants to the County that the Services to be performed by it and its subcontractors hereunder(a)
will be performed in a competent manner by qualified personnel in conformance with industry standards, and(b)
will conform to the performance and acceptance criteria set forth in Exhibit D. This warranty shall remain in effect
during the time the Project is being worked on by Contractor and shall continue in force until 180 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 commercially reasonable efforts to correct the failure, provided the County makes
available to Contractor information concerning the failure. If Contractor is unable, by using reasonable efforts, to
correct the failure within a reasonable period of time, Contractor will refund to the County an equitable portion of
the amounts paid by the County based on the proportion of the Project affected by the failure and the severity of the
failure with respect to the objectives of the Project.
12.7 Contractor warrants and represents to County that all 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/firmware/hardware /equipment /system will
include the four-digit-yeas format and will correctly recognize and process the date of February 29,and any
related data,during Leap Years;and
c)that all date sorting by the software/fmnware/hardware/equipment/system that includes a"year category"
shall be done based on the four-digit-year format. Upon being notified in writing by County of the failure
of any software/firmware/hardware /equipment/systems to comply with this Agreement, Contractor will,
within 60 days and at no cost to County,replace or correct the non-complying software/firmware/hardware
/equipment/systems with software/firmware/hardware/equipment/systems that does comply with this
Agreement.
12.8 Other systems: To the extent that the software/fumware/hardware/equipment/system will accept data from
other systems and sources that are not Year 2000 compliant, the software/firmware/hardware/equipment/system
must properly recognize, calculate, sort, store, output and otherwise process such data in a manner that eliminates
any century ambiguity so that the software/firmware/hardware/equipment/system remains Year 2000 compliant.
12.9 No Disclaimers: The warranties set forth in sections 12.7 and 12.8 above shall not be subject to any disclaimer
or exclusion of warranties or to any limitation of Licensor's liability under this agreement,and shall remain in effect
through the Year 2000 until termination of this agreement.
12.10 Contractor warrants that it has the corporate power and authority and the legal right to grant the licenses
contemplated by this Agreement and neither has nor will enter into agreements or take or fail to take action which
shall restrict Contractor's legal right or ability to grant said licenses.
12.11 NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
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WILL APPLY.
13.0 DELAYS
13.1 Contractor acknowledges that, should completion of the Project be delayed beyond the date for attainment of
the final milestone stated in Exhibit C,the County will suffer damages equal to the amount set forth in item C(6)of
page I of this Agreement. Accordingly, except to the extent such delay is excused under Section 13.2, Contractor
shall pay to the County the amount of damages set forth in item C(6)for delay of attainment of such final milestone.
13.2 Except for the failure to 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 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 Is
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. I€Contractor has not completely cured its breach within 30 days of the receipt of such notice,then the
County may terminate this Agreement upon the delivery of a written notice of termination to Contractor.
15.3 In the event of termination under this Section, the County may, at its option, return any or all copies of
Documentation to Contractor which was the subject of the breach. The County's total payment to Contractor
subsequent to termination shall be determined in accordance with Sections 16.2 and 16.3.
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
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compliance with this provision.
16.2 After termination pursuant to Section 14.0 or 15.0,the County shall pay Contractor an amount equal to the sum
of the following, less any amounts previously paid to Contractor and any additional amounts which the County is
entitled to withhold pursuant to Section 16.3:
(a) The amount due Contractor for completion by Contractor of the latest Project milestone set forth on
Exhibit C,as such amount may be adjusted as provided herein due to the addition or deletion of Products or
Services.
(b)An amount for Contractor's and its subcontractors'labor utilized on the Project since completion of that
last completed milestone, billed at Contractor's and its subcontractors' rates as set forth in Exhibit B.
Contractor shall submit a claim for such amount and shall permit the County access to all backup
documents which relate to such claim. The County shall have the right to disallow from such claim any
unauthorized,excessive,or defective labor.
(c)The unpaid balance due for unreturned Products delivered to the County and fees for noncancellable(or
noncancelled by the County) third-party Services authorized by the County prior to the effective date of
termination,to the extent such Products and Services are not covered by Section 16.2(a).
(d)The price to the County permitted under Exhibit B for Products in Contractor's possession which were
delivered to Contractor for the Project in the ordinary course of performance of this Agreement and which
are not returnable to the supplier (or which the County indicates in writing that it wants); any costs that
Contractor must pay due to Project cancellation as a result of loss of quantity discounts for Products used
solely in the Project.
16.3 If this Agreement is terminated for cause pursuant to Section 15.0,then the County shall be entitled to deduct
the following amounts from any monies to be paid Contractor pursuant to Section 16.2:
(a)A credit for Documentation returned to Contractor pursuant to Section 15.3,with such credit equal to the amount
paid to Contractor for such Documentation prior to termination.
(b)An amount equal to the direct damages the County can prove it suffered as a result of breach of this Agreement
by Contractor,such as the reasonable costs of having problems created by Contractor corrected by a third party.
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
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 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.
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
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r
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 NON-APPROPRIATIONS OF FUNDS
In the event no funds or insufficient funds are appropriated and budgeted in any Fiscal Year for payments due under
this agreement for the then current or the succeeding Fiscal Year during the term aforesaid, this agreement shall
create no obligation on the County as to such current or succeeding fiscal year except as to the portions of payments
herein agreed upon for which funds shall have been appropriated and budgeted, and no right of action or damages
shall accrue to the benefit of Contractor,its successors or assigns,as to that portion of this agreement which may so
become unenforceable, except County agrees to peaceably surrender possession of the Program Product to
Contractor or its assignee. Contractor or the Agent or their assignees shall have all rights and remedies to take
possession of the Program Product.
22.0 GENERAL PROVISIONS
22.1 In the performance of duties hereunder,Contractor shall comply,and shall require its subcontractors to comply,
with all applicable federal,state,and local laws,rules,and regulations.
22.2 Neither party may assign this Agreement without the prior written consent of the other party, which consent
will not be unreasonably withheld; provided,however, that Contractor may assign this Agreement without consent
to a successor in interest to all or substantially all of its stock or assets,provided such successor in interest assumes
all of Contractor's obligations under this Agreement.
22.3 If any part or parts of this Agreement are held to be invalid,the remaining parts of this Agreement will continue
to be valid and enforceable.
22.4 The headings in this Agreement are for reference purposes only; they will not affect the meaning or
construction of the terms of this Agreement.
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22.5 The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other
persons or legal entities.
22.6 This Agreement may be executed by the parties in one or more counterparts, each of which when so executed
shall be an original.All such counterparts shall constitute one and the same instrument.
22.7 Each of the parties to this Agreement represents and warrants that it has the power and authority to enter into
this Agreement and perform the action contemplated hereunder,and this Agreement has been duly authorized and is
the valid binding and enforceable obligation of such parties.
22.8 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.
22.9 This Agreement is entered into and to be performed in the State of California and shall be governed and
construed under the laws of the State of California.
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EXHIBIT A
STATEMENT OF WORK
DRAFT
1. General Description of Project
This project is to define project scope, data gathering, prioritization, and to
produce a specific architectural, strategic and tactical road map of implementation
for a comprehensive E-Commerce solution for Contra Costa County as described
in the RFP dated September 20, 1999. This will include interviews with
appropriate County staff to determine the business drivers, types and amount of
information necessary and available, and appropriate economies or efficiencies
gained through electronic commerce. The product will include a specifically
documented plan that includes cost estimates, resource requirements, timelines,
etc.,for a phased-in implementation.
2. Protect Phases
The project will be broken into three basic phases:
Phase I : Kick-off, Vision / Scope and Requirements Document I Detailed
Timeline.
Phase II: Meeting with Departments and County Wide Representatives and
development of individual business plans(roadmaps)
Phase III: Final Document (Including Executive Overview, ....) and
Presentation to ITSC.
3. Project 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
Contractor and the County shall perform their duties and
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1
responsibilities hereunder in accordance with the schedule in
Exhibit C as modified by the Implementation flan. Contractor and
the County acknowledge that prompt performance of all services
hereunder is required. Each party will use its best efforts to meet
such deadlines and shall give the other party prompt notice of any
anticipated delays in meeting such deadlines.
C. Reviews, Reports, and Meetings
During the term of the Project, Contractor will conduct a project
status review with the County every week. These reviews will
include a discussion on the status of the Project, including details
on technical issues, schedules, problems and potential problems,
and recommended solutions to such problems. In connection with
such meetings, Contractor will draft a report covering the
foregoing topics and give it to the County in advance of the
meeting. In addition, Contractor will attend such other technical
and programming meetings and produce such reports concerning
the Project as requested by the County.
4. Software
This Section Does Not Apply.
a. Licensing Terms
The software provided under the Agreement shall be referred to as the "[] Software." The
[ ] 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.
[Attachment I will be Contractor's standard end-user license agreement. The County
reserves the right to modify such license in contract negotiations to meet the County's
needs].
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
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Promptly after completion of the Project, Contractor will enter into a source code escrow
agreement in the form of Attachment 2 and deliver a copy of the source code for the [ ]
Software to a bonded escrow agent approved by the County and Contractor. Thereafter,
Contractor will deliver a copy of each revision or update to the [] Software, implemented
by the County, to the escrow agent promptly after County implementation of such
revision or update.
d. Custom Software
1) 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. Any Custom Software developed by Contractor hereunder shall be considered to
be work made for hire under the US Copyright Act and all copyrights and all intellectual
property rights contained therein shall automatically be assigned 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
This Section Does Not Apply
a. Programming Assistance
Contractor shall provide Programming assistance to the County as requested by
the County and at the rates specified in Exhibit E.
b. Telephone Support
Software telephone support will be provided pursuant to the provisions of Exhibit
P.
6.Data Conversion
This Section Does Not Apply
Contractor shall provide programming assistance as specified in Exhibit B.
7.Technical Documentation
This Section Does Not Apply
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Contractor shall produce and deliver to the County for review and approval at least six copies of
a comprehensive user manual for the Project and at least five copies of any technical manuals
provided with the Project (system administration manual, programming manual, and the like).
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 online
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
This Section Does Not Apply
[The verbiage of this section will be based upon the training proposal submitted by the
Contractor and accepted by the County. That proposal should include a provision for training at
extra cost if the County later requires more training than provided in the Contractor's proposal.
The County must have the right to videotape Contractor training for later use in periodic County
training only].
9.Additional Consulting
Any consulting requested by the County, which is not covered by the Project, shall be provided
and bid on a case by case basis at the time requested.
10.Acceptance Testing
This Section Does Not Apply
The Project as delivered and installed by Contractor will be tested in accordance with the
provisions of Exhibit D.
General Warranties
This Section Does Not Apply
The Contractor warrants (a) the hardware sold hereunder and all of its parts and components are
new and unused, (b) Contractor has good title to that hardware, free from liens and
encumbrances, and that good title to the hardware shall pass to County upon payment in full of
the purchase price for the Project, and (c) County shall have all the rights of a'direct purchaser of
the hardware from the manufacturer(e.g.,update rights,patent Indemnification, etc.).
12. Maintenance
This Section Does Not Apply
The Project will be maintained pursuant to the terms of Exhibit F. Service and parts will be
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CCC L7aMAdmin\Phurt
provided at no cost to the County for 12 months after the acceptance of the Project by the
County. Contractor represents and warrants that the hardware sold hereunder qualifies for service
under its manufacturer's standard warranty and post-warranty maintenance. Contractor will
provide County with all necessary documentation to activate such warranty and post- warranty
maintenance.
13. Relocation of Proiect
This Section Does Not Apply
The County shall have the right to relocate the Project to another County site in Contra Costa
County upon written notice to Contractor. The County shall also have the right to transfer the
[ j software to another County computer
system upon written notice to Contractor. County may, at its option, and at no additional fee,
elect to transfer the software to a different computer architecture of its choice which is supported
by Contractor by providing written notice to Contractor of such transfer.
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EXHIBIT B
EQUIPMENT AND SOFTWARE DELIVERABLE ITEMS
PRICING FOR ADDI'T'IONAL ITEMS
This Section Does Not Apply
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EXHIBIT C
PROJECT MILESTONES
AND SPECIAL PAYMENT PROVISIONS
The milestones for this project are broken into three phases:
Phase I: County will authorize payment of$47,000 to vendor upon delivery and
acceptance of Phase I milestones (Kick-off Meeting,Vision Scope/Requirements
Document/Detailed Timeline).
Phase I Due Date: 11/29/1999
Phase II: County will authorize payments of$3,525 to vendor for each accepted
preliminary Departmental Business Plan/Roadmap for each department and/or
County/Enterprise unit participating in the project(approximately 40 departments and/or
groups). Payments will be billed bi-weekly based on documents delivered and accepted
by County Project Manager. To achieve this date,the vendor requires that 50%of initial
departmental reviews be completed by 01/07/2000,the balance of initial reviews done by
02/07/2000. These dates are contingent upon the timely availability of County
departmental resources. If departmental resources are unavailable or unwilling to meet,
project completion dates may be delayed.
Phase II Due Dates:
Departmental Reviews(First 50%)Due Date: 01/07/2000
Departmental Reviews (Second 50%)Due Date: 02/07/2000
Completion Due Date: 02/29/2000.
Phase III: County will authorize payment of balance of contract(not to exceed
$235,000)to vendor upon delivery,presentation and acceptance of the following
documents(as proposed in RFP Response):
Executive Overview
County/Enterprise Wide Mission Statement
County/Enterprise Wide E-Commerce Strategy&Business Plan
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Mission Statements for Each Department Participating in Project
Departmental Business Plan for Each Department Participating in Project
Implementation, Management and Maintenance Plan
Marketing Plan
County Intranet Analysis and Recommendations
County World Wide Web Opportunity Analysis and Recommendations
Phase III Due Date: 03/31/2000.
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CCC Dc/MAdmin\PhUr!
EXHIBIT D
PERFORMANCE AND ACCEPTANCE CRITERIA
This Section Uses Not Apply
1.Performance Criteria
As indicated in the RFP, 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 [] software.
2. Testing and Acceptance. The Contractor's proposed acceptance-testing plan
must include the following subjects at a minimum:
a. Functional Testing
In conjunction with the County, Contractor shall develop tests, which check the
compliance of the Project with the functionality and performance described in the
performance criteria. Such tests shall be submitted to the County for review and
approval. After approval of the tests, Contractor shall run the tests in the presence
of County personnel designated by the County.
b. Stress Testing
In conjunction with the County, Contractor shall develop tests, for review and
approval by the County, which simulate the County's future projected conditions
of continuous heavy use of the Project and/or sudden bursts of traffic under
different patterns of usage.
c. Real-Time Testing
In conjunction with the County, Contractor shall develop tests to evaluate the
Project in a real-time environment at the County with all data loaded into the
system after successful completion of functional testing and stress testing. Such
tests shall last at least 30 days and shall measure Project performance in
accordance with the acceptance criteria.
d. Recovery Testing
In conjunction with the County, Contractor shall develop tests, for review and
approval by the County, which demonstrate recovery of databases and program
files.
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e. Evaluation
At the conclusion of each of the tests described above, the County must
promptly inform Contractor in writing if the Project has passed or failed to
pass the test. if the Project does not pass all aspects of the test, the County
shall provide Contractor detailed information with documented examples
concerning the failure to pass the test. If within 30 days after receipt of
such written notice, Contractor is not able to remedy the cause of the
failure to pass the test, then the County shall have the right to return the
Project to Contractor, within 90 days after the date of such written notice
to Contractor, for a full refund of the price paid by the County for the
Project.
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EXHIBIT E
INDEMNITY AND INSURANCE
CONTRA COSTA COUNTY
CONTRACTUAL TERMS AND CONDITIONS
Indemnity
The Contractor shall indemnify, defend, save and hold harmless the Contra Costa County
(hereinafter "County") its officers, agents and employees from any and all claims, costs and
liability for any damages, sickness, death, or injury to person(s) or property, including without
limitation all consequential damages, from any cause whatsoever arising directly or indirectly
from or connected with the operations or services of the Contractor or its agents, servants,
employees or subcontractors, hereunder, save and except claims or litigation arising through the
sole negligence or sole willful misconduct of the County or its officers or employees. Contractor
will reimburse the County for any expenditures, including reasonable attorneys' fees, the County
may make by reason of the matters that are the subject of this indemnification, and if requested by
the County will defend any claims or litigation to which this indemnification provision applies at
the sole cost and expense of the Contractor.
Insurance
During the entire term of this Contract and any extension or modification thereof, the Contractor
shall keep in effect insurance policies meeting the following insurance requirements unless
otherwise expressed in the Special Conditions.
a. Liability Insurance. The Contractor shall provide comprehensive liability insurance, including
coverage for owned and non-owned automobiles, with a minimum combined single limit coverage
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.
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CCC UoIrAdmin\Phur!
c. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s) of
insurance evidencing liability and worker's compensation insurance as required herein no later
than the effective date of this Contract. If the Contractor should renew the insurance policy(ies) or
acquire either a new insurance policy(ies) or amend the coverage afforded through an endorsement
to the policy at any time during the term of this Contract, the Contractor shall provide (a) current
certificate(s) of insurance.
d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall
include a provision for thirty (30) days written notice to County before cancellation or material
changes of the above-specified coverage.
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CCC I7oTrAdmin\Phurl
SPECIAL CONDITIONS
COUNT'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.
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CCC boMAdminThurl
EXHIBIT G
SOFTWARE LICENSE AGREEMENT
This Section floes Not Apply
Page 29
CCC DoMAdmin\Pharl
44
TO: BOARD OF SUPERVISORS yy�;
FROM: William Walker, M.D. , Health Services Director Ct7CttCa
By: Ginger Marieiro, Contracts Administrator
Costa
DATE: November 9, 1999 County
SUBJECT.
Approval of Contract #23-267 with Epstein Becker & Green, B.C.
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION(S)
Approve and authorize the Health Services Director or his designee
(Patrick Godley) , to execute on behalf of the County, Contract
#23-267 with Epstein Becker & Green, P.C. , for the period from
December 1, 1999 through November 30, 2400, in an amount not to
exceed $50, 000, for specialized legal services related to managed
care issues .
FISCAL IMPACT:
Funded through the Department ' s Enterprise Fund.
BACKGROUND/REASON(S) FOR RECOMMENDATIONS)
Epstein Becker & Green, P.C. , has one of the largest national law
practices devoted to health care law. Their clients include HMOs,
PPOs, IPAs, group health insurers, hospital systems and a variety
of other managed care related companies . In addition to their
background in managed care litigation, they have extensive expertise
in health care transactional and regulatory law, including issues
involving the Knox-Keene Act, Medicare issues and a' wide variety of
subscriber and provider contract issues .
Under Contract #23-267, the Contractor will provide legal services
to Contra Costa Health Services in the form of consultation,
research, opinions and advice with regard to managed care issues,
including, but not limited to, the Medi-Cal Local Initiative Health
Plan Contract .
CONTINUED ON ATTAC T: s!G ATUR i`
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
ACTION OF BOARD ON 1-06-ft" &r /> i°9 APPROVED A5 RECOMMENDED OTHER
VOTE OF SUPERVISORS
i HEREBY CERTIFY THAT THIS IS A TRUE
UNANIMOUS {ABSENT '" 2 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.
ATTESTED f�`�L >67 ! � s r ff"f
PHIL BATCHELOR,CLERK OF THE BOARD OF
SUPERVISORS AND COUNTY ADMINISTRATOR
Contact Person:Patrick Oodle (376-50105)
CC: Health Services(Contracts
Risk Management
Auditor Controller BYE, DEPUTY
Contractor