HomeMy WebLinkAboutMINUTES - 02122008 - C.52 -----------
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TO: BOARD OF SUPERVISORS -- Contra
s Costa
FROM: CARLOS BALTODANO, DIRECTOR ., "
BUILDING INSPECTION DEPARTMENT nOST9 CO N� may` County
DATE: February 12, 2008
SUBJECT: Contract for a Database Software Program for the State of
California, Weatherization Program
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)& BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS
1 . APPROVE AND AUTHORIZE the Building Inspection Director, or his designee,
to execute an amendment to the agreement County entered into with Central Coast
Energy Services, Inc. on February 1 , 2007 that will increase the original contract
payment limit from twenty four thousand five hundred dollars ($24,500) to thirty
thousand dollars ($30,000), and clarify contract terms.
2. APPROVE AND AUTHORIZE the payment of the Central Coast invoice (Invoice
No. 664) that itemizes the services that were already provided.
CONTINUED ON ATTACHMENT: SIGNATURE
ECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF OARD COMMITTEE
/APPROVE OTHER
SIGNATURES
ACTION OF B00b ON APPROVED AS RECOMMENDED �OTHER
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A
TRUE
UNANIMOUS(ABSENT 1 AND CORRECT COPY OF AN ACTION TAKEN
AYES: NOES: AND ENTERED ON THE MINUTES OF THE
ABSENT: ABSTAIN: BOARD OF SUPERVISORS ON THE DATE
SHOWN.
Contact:
ATTESTED:
cc: Building Inspection John Sweeten,Clerk of the Boarof Su ervisors
County Administrator and County Administrator
County Counsel
Community Development
Public Works �
BY PUTY
Contract for a Database Software Program for the State of California Weatherization
Program
Page Two
February 12, 2008
FISCAL IMPACT
This amendment increases the payment limit form $24,500 to $30,000. All costs will
be reimbursed by the State of California Weatherization Program.
BACKGROUND/REASONS FOR RECOMMENDATIONS
Central Coast Energy Services, Inc. is engaged in the business of computer
application development, including technical consulting services, custom software
development and maintenance. Central Coast developed an automated system
called ServTraq. ServTraq is a computer database software program that was
designed and developed by Central Coast to help Low-Income Home Assistance
Program (LIHEAP) service providers meet the requirements of the California
Department of Energy's Weatherization Assistance Program. The County acting
through its Community Services Department and Building Inspection Department is
a LIHEAP service provider.
On or about February 1 , 2007, County entered into an agreement with Central Coast
to have Central Coast maintain the Building Inspection Department's weatherization
database and to provide technical consulting services with respect to the ServTraq
software. The term of the agreement is February 1 , 2007 to January 31 , 2009. The
agreement was vague as to whether the Central Coast was to install the ServTraq
software on to the Building Inspection Department's database and train County staff
to use the ServTraq software. Since the time both parties entered into the
agreement, Central Coast has installed the ServTraq software on to the County's
database, has trained the Building Inspection Department staff to use the ServTraq
software, and has provided technical support services.
On June 18, 2007, Central Coast sent County an invoice (Invoice No. 664) for the
services that were provided. Central Coast has not been compensated for these
services due to Auditor's concerns with specificity of contract language.
Contra Costa APPROVALS/ACKNOWLEDGMENT Number
County (Purchase of Services)
Revised 2002
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
COUNTY COUNSEL
By: By: ?
Designee Deputy
APPROVED: COUNTY ADMINISTRATOR
By:
Designee
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
ss.
COUNTY OF CONTRA COSTA )
On before me,
insert name and title of the officer), personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
pbrson(s) whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
WITNESS MY HAND AND OFFICIAL SEAL.
(Seal)
Signature
(ACKNOWLEDGMENT(by Corporation,Partnership,or Individual)
(Civil Code§1 189)
(Page 1 of 1)
Contra•Costa County CONTRACT AMENDMENT AGREEMENT Number _
(Purchase of Services) Fund/Org#
Account #
Other #
1 . Identification of Contract to be Amended.
Number: 49636
Effective Date: February 1, 2007
Department: Building Inspection Department
Subject: Installation, Training and Maintenance of the ServTraq software
2. Parties. The County of Contra Costa, California (County), for its Department named
above, and the following named Contractor mutually agree and promise as follows:
Contractor: Central Coast Energy Services, Inc
Capacity: Corporation
Address: 135 Aviation Way#7, Watsonville, CA 95076
3. Amendment Date. The effective date of this Contract Amendment Agreement is
February 12, 2008.
4. Amendment Specifications. The Contract identified above is hereby amended as set
forth in the "Amendment Specifications" attached hereto which are incorporated herein
by reference.
5. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA CALIFORNIA
OARD OF SUPERVISO ATTEST: Clerk of the Board of Supervisors
By By
irma esignee —Deputy
CONTRACTOR
Name of business entity.Central Coast Energy Name of business entity
Services, Inc.
By By
(Signature of individual oro icer (Signature of individual oro icer
Print name and title A if applicable) Print name and title B if applicable)
Note to Contractor:For Corporations(profit or nonprofit),the contract 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 Section 1190 and Corporations Code Section 313). All signatures must be acknowledged as set forth on Form L-2.
(Page 1 of 1 )
AMENDMENT SPECIFICATIONS
1. Recitals
a. Contractor is engaged in the business of computer application development, including technical
consulting services, custom software development and maintenance. Contractor developed an automated
system called ServTraq. ServTraq is a computer database software program that was designed and
developed by Contractor to help Low-Income Home Assistance Program (LIHEAP) service providers
meet the requirements of the California Department of Energy's Weatherization Assistance Program.
b. The County acting through its Community Services Department and Building Inspection Department
is a LIHEAP service provider.
c. On or about February 1, 2007, County entered into an agreement with Contractor to have Contractor
maintain the Building Inspection Department's weatherization database and to provide technical
consulting services with respect to the ServTraq software. The term of the agreement is February 1,
2007 to January 31, 2009. The agreement was vague as to whether the Contractor was to install the
ServTraq software on to the Building Inspection Department's database and train County staff to use the
ServTraq software. Since the time both parties entered into the agreement, Contractor has installed the
ServTraq software on to the County's database, has trained the Building Inspection Department staff to
use the ServTraq software, and has provided technical support services.
d. On June 18, 2007, Contractor sent County an invoice (Invoice No. 664) for the services that were
provided(See Exhibit A). Contractor has not been compensated for these services. The County shall
pay for the services that it has received, as set forth in Exhibit A, within a reasonable time following the
effective date of this Agreement.
2. Purpose of Amendment Specifications
The purpose of the Amendment Specifications is to modify the Service plan and payment provisions.
These Amendment Specifications specifically describe the terms and services that were inadvertently
omitted in the agreement both parties entered into on February 1, 2007. The changes include: (1)
modifying the original payment limit on the February 1, 2007 contract from twenty four thousand five
hundred dollars ($24,500) to thirty thousand dollars ($30,000); (2) clarifying Contractor's obligation to
provide training, installation services, and maintenance services of the ServTraq software; (3) entirely
superceding the payment provisions in the original contract including changing the price structure to
provide an hourly rate for specified services and a flat fee for maintenance; and(4) including a provision
for reimbursement for Contractor's travel expenses. Accordingly, Contractor will provide services and
will be compensated pursuant to the following terms and conditions.
3. Definitions
a. "Agreement" shall mean this amended contract between County and Contractor.
b. "Authorized Representative" shall mean the person designated as such in Section 14 below, by
County and Contractor,respectively.
c. "Building Inspection Department" shall mean the Contra Costa County Building Inspection
Department.
d. "Contractor" shall mean Central Coast Energy Services, Inc., a non-profit organization.
e. "County" shall mean Contra Costa County, a political subdivision of the State of California.
f. "CSD WX Automation Project" shall mean the California Department of Community Services
and Development Weatherization Automation Project.
g. "Customizations" shall mean the modifications to the base software that are tailored to meet the
County's particular needs. County and Contractor agree to customizations of the base software as
detailed in Section 8 below. These customizations shall be considered as part of the base software for
Amendment Specifications (Page 1 of 5)
the purpose of any future upgrade or release of that base software. In particular, Contractor agrees to
support these customizations under the Maintenance Agreement, set forth in Exhibit C.
h. "Enhancements" shall mean the changes and/or improvements to the Software, whether arising
out of the particular Software configuration for the specific use of County or otherwise.
i. "Errors" shall mean,with regard to the Software, anything not in agreement with published
Specifications or requested modifications.
j. "Hardware" shall mean the mechanical, magnetic, electronic, and electrical devices
comprising a computer system, as the CPU, disk drives, keyboard, or screen.
k. "Know-How" shall include all technology, local area network, tehnical information,procedures,
processes, trade secrets, methods,practices, techniques, information, logic/flow charts, sketches,
drawings, Specifications, application and modification manuals and data relating to the design,
manufacture,production, inspection, and testing of the Software, which are from time to time in
Contractor's possession.
1. "Maintenance Plan" shall mean the providing of technical information, assistance, error correction,
repair services, and repair parts in the manner specified in Exhibit C.
in. "Major Malfunction" shall mean the failure of the Software to function properly, thereby rendering
the Software effectively unusable.
n. "Major Modification" shall have the meaning set forth in Section 7,below.
o. "Minor Modification" shall have the meaning set forth in Section 7,below.
p. "Off-site Installation" shall refer to remote installation of updates or changes.
q. "On-Site" shall refer to 651 Pine Street,Martinez, California.
r. "Related Materials" shall mean all of the printed materials, user documentation, training
documentation and confidential activation code for the Software supplied by Contractor to County.
s. "Service" shall mean all labor to be provided by Contractor or its subcontractors pursuant to this
Agreement.
t. "Software" shall include the Know-How and, unless otherwise hereinafter set out to the
contrary, any Modifications or Customizations, and includes all actual copies of all or any portion of the
computer programs delivered by Contractor to County, inclusive of backups, updates and merged copies
either permitted by this Agreement or supplied subsequently by Contractor or any party related to
Contractor.
u. "Specifications" shall mean the functional performance parameters of the Software.
v. "Workaround" means a recommended change in the standard procedures for use of the vendor
software to avoid an error without significantly impairing performance of the vendor software.
4. Installation and Training
Contractor shall install,provide programming assistance, and training as specified in Exhibit B.
5. Data Conversion
Contractor shall load all data that County provides Contractor onto the proper Software database tables.
6. Updates
Provided that the County is in compliance with the terms and conditions of this Agreement, Contractor
agrees to supply County with all upgrades, updates, revisions, improvements, and Enhancements to the
Software. Contractor shall notify County of any change or enchancement within seven business days. In
the event that County wants Contractor to install the upgrades, updates,revisions, improvements and
Enhancements to the Software, Contractor agrees to install the upgrades, updates, revisions,
improvements and Enhancements to the Software as specified in Exhibit B.
Amendment Specifications (Page 2 of 5)
7.• Modification
a. All parties acknowledge that additions, deletions, and modifications to the Software specified under
this Agreement may be required in the manner set forth in this Section.
b. A"Minor Modification"shall mean a modification that does not significantly alter the basic
Software. This includes,but is not limited to,modifications such as changes to any existing forms.
Contractor shall provide minor modifications services, as set forth in Exhibit C.
c. A "Major Modification" shall mean a modification that significantly alters the basic Software.
This includes, but is not limited to, changing programs or creating and/or deleting fields. County will
pay Contractor for any Major Modifications to the Software as provided in Exhibit D. No major
modification shall be binding, and Contractor shall not proceed with any major
modification, unless the change is confirmed in writing and approved by the Building Inspection
Department.
1. Major Modifications shall not include any changes that need to be made to the Software in
order to comply with the California Department of Community Services and Development
Weatherization Automation/Energy Automation Project's requirements for each of its LIHEAP
service providers. In the event that the CSD WX Automation Project changes the
requirements for each of its LIHEAP service providers, Contractor shall include a written
proposal containing the cost of the additional or deleted Services involved in the Major
Modification, and any impacts upon price, delivery schedule, or other terms.
8. Customization
a. Contractor will modify the Software by changing the coding or programing, as requested by
County, to organize background information data in order to customize reports or table structures.
b. Contractor will customize the Software within two business days after receiving a request from
County. If Contractor is unable to meet that deadline, Contractor shall immediately contact County and
both parties shall determine a mutually agreeable date and time.
c. County will pay Contractor for the services set forth in this Section, Section 8, as provided in Exhibit
D.
9. Hardware and Network Services
Upon prior approval, Contractor may perform hardware and network services that may be identified in
the course of performing any Service in this Agreement.
10. Confidential Information
Contractor acknowledges that in the course of performing Services, it and its subcontractors may be
exposed to certain information, records and data which are not available to the general public, and
documents marked "Confidential" or"Proprietary". Contractor shall treat this information as confidential
and shall be used solely to enable Contractor to perform it obligations in accordance with this
Agreement.
11. Maintenance
Contractor shall maintain the Software pursuant to the terms set forth in Exhibit C.
12. Escalation Procedures, Remedies
The Contractor shall work the Building Inspection Department to develop a problem escalation protocol
and procedure.
13. Indemnity
Contractor represents that it has designed and developed the Software. Contractor, at its own expense,
shall indemnify, defend, save and hold harmless the County, its officers, agents and employees from any
Amendment Specifications (Page 3 of 5)
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 County or its officers or employees. Contractor will reimburse
County for any expenditures, including reasonable attorneys' fees, County may make by reason of the
matters that are the subject of this indemnification, and if requested by County will defend any claims or
litigation to which this indemnification provision applies at the sole cost and expense of the Contractor.
Contractor shall also indemnify, defend, save and hold harmless the County, its officers, agents and
employees from all claims that the Software and Related Materials infringe a United States of America
copyright,provided that County gives Contractor prompt written notice of such claims and permits
Contractor to defend or settle the claims and provides Contractor with all reasonable cooperation and
further provided that Contractor shall not be required to defend and indemnify County from infringement
claims resulting from unauthorized modifications by County. As to any Software and Related Materials
which are, in the opinion of the Contractor, may become subject to a claim of infringement, Contractor,
at its option,will obtain the right for County to continue using the Software and Related Materials or
replace or modify the Software and Related Materials so as to make it non-infringing. If none of the
aforementioned alternatives are available on commercially reasonable terms, then County agrees to
return the Software and Related Materials to Contractor upon Contractor's written request and Contractor
shall, upon return, refund to County all fees paid by County to Contractor under this Agreement.
The provisions of this section will survive termination of this Agreement.
14. Personnel and Subcontractors
a. Contractor's Authorized Representative will be County's normal point of contact, Chris Johnson,
Database Project Manager, on matters related to Contractor's performance of the Services hereunder.
County's Authorized Representative will be the normal point of contact at County,
Alandrous Harvey, Information Systems Programmer, concerning County's duties and responsibilities
hereunder. Each party's Authorized Representative may be changed upon written notice from the party
changing its Authorized Representative to the other party. Upon written request by County, Contractor
will replace Contractor's Authorized Representative.
b. Contractor shall provide qualified personnel to supply the Services to the Software. Prior written
consent of County is required before Contractor may enter into subcontracts for any work contemplated
under this Agreement, or before Contractor may assign the Agreement or moneys due to become due,
by operation of law or otherwise. Contractor acknowledges that it will be responsible for the
performance or non-performance by it subcontractors of the tasks set forth in the Agreement.
Immediately upon receipt of written notice from County that any Contractor employee, or employee of a
subcontractor to Contractor, is not performing work in a satisfactory manner, Contractor will remove
such employee and,within a reasonable period of time, replace such employee with a qualified
employee. Contractor and its employees, subcontractors, and subcontractors' employees, are not and
shall not be deemed to be, employees of 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. This Agreement shall
not create any partnership or joint venture between the parties. Nothing contained in this Agreement
shall constitute either party as the agent or legal representative of the other for any purpose. No
provision of this Agreement grants either party any express or implied right of authority to assume or
create any obligation or responsibility on behalf of or in the name of the other party, or to bind the other
party in any manner or thing whatsoever.
Amendment Specifications (Page 4 of 5)
15. Limited Warranty
Contractor warrants that the Software, will substantially conform to the representations made by
Contractor. Contractor disclaims all other warranties, either express or implied, including but not limited
to implied warranties of merchantability and fitness for a particular purpose, with respect to the Software
and Related Materials. The provisions of this section will survive termination of this Agreement.
Initials:
Contractor County Dept.
Attachments
Exhibit A- June 18, 2007 Invoice
Exhibit B - Installation and Training Agreement
Exhibit C - Maintenance Agreement
Exhibit D -Pricing for Additional Payment Provisions, Materials and Services
Amendment Specifications (Page 5 of 5)
1 Central Coast Energy Services, Inc. —
PO Box 2707 INVOICE
Watsonville, CA 95077 INVOICE NO.: 664
i 831.761.7081 Fax 831.761.1747 I i
DATE: Jun 18,2007
-- ... -- -._•..-- - --- __--- -- _ _._...._....... ------- ----- -- - ---...I
SOLD TO
Contra Costa County, Building Inspection Dept
Attn: Al Harvey
651 Pine St.,4th Floor j
Martinez CA 94553
(925)335-1187
INVOICE DESCRIPTION
ServTraq Installation and Training From 5/14/2007 to 6/7/2007
QUANTITY EMPLOYEE DESCRIPTION_ UNIT PRICE EXT.AMOUNT
760 Chris Johnson Travel Costs/Mileage $0.485 $368.60
1 Chris Johnson Lodging $136.400 $136.40
1 I Chris Johnson Travel Costs/Parking i $12.500 i $12.50
j 1 Chris Johnson ( Travel/Per Diem i $80.000 $80.00 II
I
8 i Chris Johnson I Data Conversions i $100.000 $800.00 t
j 26 Chris Johnson Off Site Preparation and Training I $72.000 $1,872.00
i
i 6 Chris Johnson1 .
j Off Site Installation $90.000 I $540.00
8 Chris Johnson Minor Application Modifications $110.000 $880.00
SUBTOTAL $4,689.50—�
t
SALES TAX $0.00
SHIPPING AND HANDLING $0.00
TOTAL DUE $4,689.50
i
iSubmitted By: Dennis Osmer, Executive Director Date: 6/18/2007
rptConsultinginvoice
(Page : 1 of 1) EXHIBIT
EXHIBIT B
INSTALLATION AND TRAINING
AGREEMENT
1. Installation
a. Contractor has installed the Software on to the Building Inspection Department's
database.
b. If County requests, Contractor shall install upgrades, updates, revisions, improvements
and Enhancements to the Software. County will pay Contractor for these services as
provided in Exhibit D.
c. Upon County's prior approval, Contractor shall perform the updates, changes, and
installation of data(SQL) on the Building Inspection Department's database remotely.
2. Training
a. Contractor has trained the Building Inspection Department staff to use/operate the
Software. Contractor shall continue to provide on-site training to County staff as updates,
changes, and modifications are made to the Software. Training may include hands-on
coaching using County information. Materials such as handouts, forms, and materials are
included in the cost of training.
b. Upon prior approval, Contractor may provide off-site training to County staff as
updates, changes, and modifications are made to the Software. Training may include
hands-on coaching using County information. Materials such as handouts, forms, and
materials are included in the cost of training.
c. County will pay Contractor for the services set forth in this Section, Section 2, as
provided in Exhibit D.
1:IBECKYVKK\Building.Centra]Coast.L-3.EXHJBIT B.wpd
Exhibit B (Page 1 of 1)
EXHIBIT C
MAINTENANCE AGREEMENT
1. Technical Assistance
a. Contractor shall provide technical assistance to the County concerning the use of the
Software with in-house personnel. Contractor shall, at no additional charge from the
monthly fee, debug, amend, correct and enhance the basic Software so that it improves
the performance or functionality.
b. Contractor shall provide remote diagnostic analysis of software problems and
correction of such problems remotely or on-site,if necessary. Contractor shall exercise
commercially reasonable efforts to correct any replaceable Error in the Software reported
by the County,which causes the Software to fail to operate properly. For such Errors,
Contractor will use its best efforts to develop a Temporary Workaround until a permanent
correction can be effected. Temporary Workarounds will be made permanent corrections
in the next release of the Software. For other Errors in the Software, Contractor will use
reasonable efforts to include a correction in the next release of the Software,which
should be issued within six months after discovery of such Error. Contractor shall
provide all updates, Enhancements, and improvements to the Software, and installation
support without additional charge to the monthly fee. Contractor shall provide the
County with release notes and revised documentation therefor.
2. Modifications
If County requests, Contractor shall make minor modifications to the Software. Minor
changes may be made with the County's prior approval without the necessity of a formal
proposal and estimates. Minor modifications include,but are not limited to,modifications such
as changes to any existing forms.
3. Service Hours and Response Times
a. Except as otherwise provided herein, Contractor shall provide the services set forth in
this Maintenance Agreement between the hours of 8:00 a.m. to 5:00 p.m., Pacific Time,
Monday through Friday, excluding County holidays.
b. Contractor will use its best efforts to respond to a request for service within two (2)
hours via telephone or email after receipt of such inquiry. If on-site diagnosis or service
is necessary, then Contractor will use its best efforts to arrange for such diagnosis or
service to take place by Contractor within two (2)business days after a determination is
made that it is necessary.
c. Contractor shall maintain an emergency capability to respond to Major Malfunctions
outside of the hours set forth in Section 3.a. above and on weekends and holidays.
Contractor shall use its best efforts to respond to a Major Malfunction within one(1) hour
via telephone. If on-site diagnosis or service is necessary for a Major Malfunction, then
Contractor will use its best efforts to arrange for such diagnosis or service to take place by
a Contractor Authorized Representative within six (6)hours after a determination is made
that it is necessary.
Exhibit C (Page I of 2)
4. Responsibilities of County
County will promptly report any problem,which is covered hereunder to Contractor, and
provide the details concerning such problem. The County shall allow Authorized
Representatives of Contractor access to the software during the County's regular business hours
and thereafter, if necessary. County shall provide a telephone line for remote diagnosis of the
software by Contractor. It is the responsibility of the County to ensure that all of its electronic
files on the software are periodically and adequately duplicated and documented.
I:IBECKYVKK\BuiUng.Centra]Coast.L-3.EXHIBIT C.wpd
Exhibit C(Page 2 of 2)
" a
EXHIBIT D
PRICING FOR ADDITIONAL PAYMENT PROVISIONS,MATERIALS
AND SERVICES
This Pricing for Additional Payment Provisions,Materials and Services entirely
supercedes the payment provisions in the original contract.
1. Hardware and Software
Contractor will not charge County for the Software, Software upgrades, Software updates,
Software revisions, Software improvements and Software enhancements.
2. Installation
County will pay Contractor$110.00 per hour for installation services as set forth in
Exhibit C, Section 1.
3. Additional Training
a. County will pay Contractor$75.00 per hour for on-site training as set forth in Exhibit
C, Section 2.a.
b. County will pay Contractor$90.00 per hour for off-site training as set forth in Exhibit
C, Section 2.b.
4. Data Conversion
County will pay Contractor$100.00 per hour to convert existing County data to use with
the Software.
5. Customization
County will pay Contractor$135.00 per hour to modify the Software by changing the
coding or programing, as requested by County, to organize background information data in order
to customize reports or table structures.
6. Modifications
County will pay Contractor$175.00 per hour for Major Modifications to the Software.
7. Hardware Network or Other Related Services
County will pay Contractor$110.00 per hour for hardware,network, or other related
services.
8. Software Maintenance
Unless otherwise indicated, County will pay Contractor the monthly amount of$350 per
month for ongoing software and system maintenance as set forth in Exhibit C, Maintenance
Agreement.
Exhibit D (Page 1 of 2)