HomeMy WebLinkAboutMINUTES - 05021995 - 1.42 TO: BOARD OF SUPERVISORS Contra
s .
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FROM: Costa
Phil Batchelor, County Administrator
Costa
County
DATE: May 2, 1995 f?r 1_V6VK� Jy`
SUBJECT: CONTRACT WITH BUDGETING TECHNOLOGY
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION:
1. AUTHORIZE the Chair,Board of Supervisors,to execute a renewal contract with Budgeting
Technology, Inc., for$35,000 for the period of April 1, 1995 through June 30, 1996.
BACKGROUND:
In 1993, the County Administrator and Auditor's Offices embarked on a computerized budget
replacement system project. This renewal contract, for a 15 month period, continues the required
software maintenance for the budget system and anticipates future modifications of the present
system to address information requirements for employee negotiations and other budgeting demands.
CONTINUED ON ATTACHMENT: YES SIGNATURE: �
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S):
ACTION OF BOARD ON dt' APPROVED AS RECOMMENDED OTHER
VUPERVISORS
7 1 HEREBY CERTIFY THAT THIS IS A TRUE
UNANIMOUS(ABSENT ) AND CORRECT COPY OF AN ACTION TAKEN
AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD
ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN.
ATTESTED' 5
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Contact: PHIL BATCHEL ,CLERK d THE BOARD OF
CC: County Administrator SUPERVISORS AND COUNTY ADMINISTRATOR
Auditor-Controller
BYDEPUTY
Contra Costa County Number • 45088
Standard Form 1/87 STANDARD CONTRACT Fund/Org # 1692
(Purchase of Services) Account # 2310
Other #
1. Contract Identification.
Department: County Administrator
Subject: Budget System Improvement
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: Budgeting Technology, Inc.
Capacity: private—for—Profit Corporation Taxpayer ID # 52-1411246
Address: 7910 Woodmont Avenue, Suite 915
3. Term. The effective date'oFthlss�ontract is April 1, 1995 and it terminates
June 30, 1996 unless sooner terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed
35,000
5. County's Obligations. County shall make to the Contractor those payments _described in
the Payment Provisions attached hereto which are incorporated herein by reference, subject
to all the terms and conditions contained or incorporated herein.
6. Contractor's Obligations. Contractor shall provide those services and carry out that work
described in the Service Plan attached hereto which is incorporated herein by reference,
subject to all the terms and conditions contained or incorporated herein. (see attached)
7. General and Special Conditions. This Contract is subject to the General Conditions and
Special Conditions (if any) attached hereto, which are incorporated herein by reference.
8. Project. This Contract implements in whole or in part the following described Project,
the application and approval documents of which are incorporated herein by reference:
9. Legal Authority. This Contract is entered into under and subject to the following legal
authorities:
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
BOARD OF SUPERVISORS ATTEST: Phil Batchelor, Clerk of the Board
of Supervisors and County Administrator
6, 1A)
By
Chairman/Designee By uput—
y
CONTRACTOR
By By
(Designate business capacity A) (Designate business capacity B)
Note to Contractor: For corporations (profit or nonprofit), the contract must be signed by two officers. Signature A mut 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 Daae two.
Contra Costa County Standard Form 1/87
APPROVALS/ACKNOWLEDGEMENT
Number
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
By By
Designee
APPROVED: COUNTY ADMINISTRATOR
By
De gnee
ACKNOWLEDGEMENT
State of e -e ACKNOWLEDGEMENT (by Corporation,
6�1 LAt,,) Partnership, or Individual)
County of Ma))4b%k(-_9AI _
The person(s) signing above for Contractor, personally known to me in the
individual or business capacity(ies) stated, or proved to me on the basis of
satisfactory evidence to be the stated individual or the representative(s)
of the partnership or corporation named above in the capacity(ies) stated,
personally appeared before me today and acknowledged that he/she/they exe-
cuted it, and acknowledged to me that the partnership named above executed
it or acknowledged to me that the corporation named above executed it pur-
suant to its by-laws or a resolution of its board of directors.
Dated:
[Notarial Seal]
Noy Public/Deputy County Clerk
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t
Contra Costa County Standard Form 1/87
PAYMENT PROVISIONS
(Fee Basis Contracts)
Number
1. Payment Amounts. Subject to the Payment Limit of this Contract and subject to the
following Payment Provisions , County ,Till pay Contractor the following fee as full
compensation for all services, work, expenses or costs pro°.rided or incurred by
Contractor:
[Check one alternative only. ]
[ ] a. $ monthly, or
[ ] b. $ per unit, as defined in the Service Plan, or
[XJ c. $ 35,000 , after completion of all obligations and conditions herein.
2. Payment Demands. Contractor shall submit written demands. Said demands shall be
made on County Demand Form D-15 and in the manner and form prescribed by County.
Contractor shall submit said demands for payment no later than 30 days from the end
of the month in which the contract services upon which such demand is based were
actually rendered. Upon approval of said payment demands by the head of the County
Department for which this Contract is made, or his designee, County will make
payments as specified in Paragraph 1. (Payment Amounts) above.
3. Right to Withhold. County has the right to withhold payment to the Contractor
when, in the opinion of the County expressed in writing to the Contractor, (a) the
Contractor's performance, in whole or in part, either has not been carried out or is
insufficiently documented, (b) the Contractor has neglected, failed or refused to
furnish information or to cooperate with any inspection, review or audit of its
program, work or records, or (c) Contractor has failed to sufficiently itemize or
document its demand(s) for payment.
4. Audit Exceptions. Contractor agrees to accept responsibility for receiving, reply-
ing to, and/or complying with any audit exceptions by appropriate County, State or
Federal audit agencies occurring as a result of its performance of this Contract.
Contractor also agrees to pay to the County within 30 days of demand by County the
full amount of the County's obligation, if any, to the State and/or Federal government
resulting from any audit exceptions, to the extent such are attributable to the
Contractor's failure to perform properly any of its obligations under this Contract.
Initials:
Contractor County Dept.
Service Plan
April, 1995 through June, 1996
1. Software Maintenance $ 7,800
Provide Thoroughbred software maintenance
from July, 1995 through June 30, 1996.
2. Consulting/System Modifications $24,200
Provide requested upgrades and modifications
to system over 15 month period, as approved
by County.
3. Travel $ 3,000
Reimburse necessary travel costs over 15 month
period (Expenses to be itemized).
$35,000
In accordance with the service provisions of contract number 45088-00
between the parties dated September 1, 1993 as amended, effective
July 1, 1994.
s
Contra Costa. County Standard Form 1/87
' GENERAL CONDITIONS
(Purchase of Services)
1. Compliance with Law. Contractor shall be subject to and comply with all
Federal, State and local laws and regulations applicable with respect to its perfor-
mance under this Contract, including but not limited to, licensing, employment and
purchasing practices; and wages , hours and conditions of employment, including
nondiscriminatio-i.
2. Inspection. Contractor's performance, place of business and records per-
taining to this Contract are subject to monitoring, inspection, review and audit by
authorized representatives of the County, the State of California, and the United
States Government.
3. Records. Contractor shall keep and make available for inspection and
copying by authorized representatives of the County, the State of California, and the
United States Government, the Contractor's regular business records and such addi-
tional records pertaining to this Contract as may be required by the County.
a. Retention of Records. The Contractor shall retain all documents per-
taining to this Contract for five years from the date of submission of Contractor's
final payment demand or final Cost Report; for any further period that is required by
law; and until all Federal/State audits are complete and exceptions resolved for this
contract's funding period. Upon request, Contractor shall make these records avail-
able to authorized representatives of the County, the State of California, and the
United States Government.
b. Access to Books and Records of Contractor, Subcontractor. Pursuant to
Section 1861(v)(1) of the Social Security Act, and any regulations promulgated
thereunder, Contractor shall, upon written request and until the expiration of four
years after the furnishing of services pursuant to this Contract, make available to
the Secretary of Health and Human Services or to the Comptroller General, or any of
their duly authorized representatives, this Contract and books, documents , and
records of Contractor that are necessary to certify the nature and extent of all
costs and charges hereunder .
Further , if Contractor carries out any of the duties of this Contract through a
subcontract with a value or cost of $10,000 or more over a twelve-month period, such
subcontract shall contain a clause to the effect that upon written request and until
the expiration of four years after the furnishing of services pursuant to such
subcontract, the subcontractor shall make available, to the County, to the Secretary
or to the Comptroller General , or any of their duly authorized representatives, the
subcontract and books , documents, and records of the subcontractor that are necessary
to verify the nature and extent of all costs and charges thereunder.
This special condition is in addition to any and all other terms regarding the main-
tenance or retention of records under this Contract and is binding on the heirs,
successors, assigns and representatives of Contractor.
4. Reporting Requirements. Pursuant to Government Code §7550, Contractor shall
include in all documents or written reports completed and submitted to County in
accordance with this Contract, a separate section listing the numbers and dollar
amounts of all contracts and subcontracts relating to the preparation of each such
document or written report. This section shall apply only if the payment limit under_
this Contract exceeds $5,000.
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Co h to Costa County 5tanaara rvrw i/oi
GENERAL CONDITIONS
(Purchase of Services)
5. Termination. 1
a. Written Notice. This Contract may be terminated by either party, at
their sole discretion, upon thirty-day advance written notice thereof to the other,
and may be cancelled immediately by written mutual consent.
b. Failure to Perform. The County, upon written notice to Contractor, may
immediately terminate this Contract should the Contractor fail to perform properly
any of its obligations hereunder. In the event of such termination, the County may
proceed with the work in any reasonable manner it chooses . The cost to the County of
completing Contractor's performance shall be deducted from any sum due the Contractor
under this Contract, without prejudice to the County's rights otherwise to recover
its damages .
c. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the
event that Federal, State, or other non-County funding for this Contract ceases, this
Contract is terminated without notice.
6. Entire Agreement. This Contract contains all the terms and conditions
agreed upon by the parties. Except as expressly provided herein, no other
understanding, oral or otherwise, regarding the subject matter of this Contract shall
be deemed to exist or to bind any of the parties hereto.
7. Further Specifications for Operating Procedures. Detailed specifications of
operating procedures and budgets required by this Contract, including but not limited
to, monitoring, evaluating, auditing, billing, or regulatory changes, may be devel-
oped and set forth in a written Informal Agreement between the Contractor and the
County. Such Informal Agreements shall be designated as such and shall not be
amendments to this Contract except to the extent that they further detail or clarify
that which is already required hereunder. Such Informal Agreements may not enlarge
in any manner the scope of this Contract, including any sums of money to be paid the
Contractor as provided herein. Informal Agreements may be approved and signed by the
head of the County Department for which this Contract is made or his designee.
8. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a
written document executed by the Contractor and the Contra Costa County Board of
Supervisors or, after Board approval, by its designee, subject to any required State
or Federal approval.
b. Administrative Amendments. Subject to the Payment Limit , the Payment
Provisions and the Service Plan may be amended by a written administrative amendment
executed by the Contractor and. the County Administrator or his designee, subject to
any required State or Federal approval , provided that such administrative amendments
may not materially change the Payment Provisions or the Service Plan.
9. Disputes. Disagreements between the County and Contractor concerning the
meaning, requirements, or performance of this Contract shall be subject to final
determination in writing by the head of the County Department for which this Contract
is made or his designee or in accordance with the applicable procedures (if any)
required by the State or Federal Government .
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Contra Costa County Standard Form 1187
GENERAL CONDITIONS
(Purchase of Services)
10. Choice of Law and Personal Jurisdiction.
a. This Contract is made in Contra Costa County and shall be governed and
construed in accordance with the laws of the State of California.
b. Any action relating to this Contract shall be instituted and prosecuted
in the courts of Contra Costa County, State of California.
11. Conformance with Federal and State Regulations and Laws. Should Federal or
State regulations or laws touching upon the subject of this Contract be adopted or
revised during the term hereof, this Contract shall be deemed amended to assure
conformance with such Federal or State requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General
Conditions, inspections or approvals, or statements by any officer, agent or employee
of the County indicating the Contractor's performance or any part thereof complies
with the requirements of this Contract, or acceptance of the whole or any part of
said performance, or payments therefor, or any combination of these acts, shall not
relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall
the County be thereby estopped from bringing any action for damages or enforcement
arising from any failure to comply with any of the terms and conditions of this
Contract.
13. Subcontract and Assignment. This Contract binds the heirs, successors,
assigns and representatives of Contractor. The Contractor shall not enter into
subcontracts for any work contemplated under this Contract and shall not assign this
Contract or monies due or to become due, without the prior written consent of the
County Administrator or his designee, subject to any required State or Federal
approval.
14. Independent Contractor Status. This Contract is by and between two
independent contractors and is not intended to and shall not be construed to create
the relationship between the parties of agent, servant, employee, partnership, joint
venture or association.
15. Conflicts of Interest. Contractor, 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 governmental
decision in which he or she knows or has reason to know that he or she has a
financial interest under California Government Code Sections 87100, et seq., or
otherwise.
16. Confidentiality. Contractor agrees to comply and to require its officers,
partners, associates , agents and employees to comply with all applicable State or
Federal statutes or regulations respecting confidentiality, including but not limited
to, the identity of persons served under this Contract, their records, or services
provided them, and assures that:
a. All applications and records concerning any individual made or kept by
Contractor or any public officer or agency in connection with the administration of
or relating to services provided under this Contract will be confidential, and will
not be open to examination for any purpose not directly connected with the
administration of such service.
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Contra Costa County Standard Form 1/88
GENERAL CONDITIONS
(Purchase of Services)
b. No person will publish or disclose or permit or cause to be published or
disclosed, any list of persons receiving services, except as may be required in the
administration of such service. Contractor agrees to inform all employees, agents
and partners of the above provisions, And that any person knowingly and intentionally
,.disclosin'g such information other than as authorized by law may be guilty of a
misdemeanor.
17. Nondiscriminatory Ser-vices. Contractor agrees that all goods and services
under this Contract shall be available to all qualified persons regardless of age,
sex, race, religion, color, national origin, or ethnic background, or handicap, and
that none shall be used, in whole or in part, for religious worship or instruction.
18. Indemnification. The Contractor shall defend, indemnify, save, and hold
harmless the County and its officers 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, servents, 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.
19. 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 liabi-
lity insurance, including coverage for owned and non-owned automobiles, with a
minimum combined single limit coverage of $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 of use thereof,
arising from each occurrence. Such insurance shall be endorsed to include the County
and its officers and employees as additional insureds as to all services performed by
Contractor under this agreement. Said policies shall constitute primary insurance as
to the County, the State and Federal Governments, and their officers, agents, and
employees, so that other insurance policies held by them or their self-insurance
program(s) shall not be required to contribute to any loss covered under the
Contractor's insurance policy or policies.
b. Workers' Compensation. The Contractor shall provide workers'
compensation insurance coverage for its employees.
c. Certificate of Insurance. The Contractor shall provide the County with
(a) 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, then 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 change of the above specified coverage.
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Contra Costa County Standard Form 1/87
GENERAL CONDITIONS
(Purchase of Services)
20. Notices. All notices provided for by this Contract shall be in writing and
may be delivered by deposit in the United States mail, postage .prepaid. Notices to
the County shall be addressei to the head of the County Department for which this
Contract is made. Notices to the Contractor shall be addressed to the Contractor's
address designated herein. The effective date of notice shall be the date of deposit
in the mails or of other delivery, except that the effective date of notice to the
County shall be the date of receipt by the head of the County Department for which
this Contract is made.
21. Primacy of General Conditions. Except for Special Conditions which
expressly supersede General Conditions , the Special Conditions (if any) and Service
Plan do not limit any term of -the General Conditions.
22. Nonrenewal. Contractor understands and agrees that there is no
representation, implication, or understanding that the services provided by
Contractor under this Contract will be purchased by County under a new contract
following expiration or termination of this Contract, and waives all rights or claims
to notice or hearing respecting any failure to continue purchase of all or any such
services from Contractor.
23. Possessory Interest. If this Contract results in the Contractor having
possession of, claim to or right to the possession of land or improvements, but does
not vest ownership of the land or improvements in the same person, or if this
Contract results in the placement of taxable improvements on tax exempt land (Revenue
& Taxation Code §107), such interest or improvements may represent a possessory
interest subject to property tax, and Contractor may be subject to the payment of
property taxes levied on such interest . Contractor agrees that this provision
complies with the notice requirements of Revenue & Taxation Code §107.6, and waives
all rights to further notice or to damages under that or any comparable statute.
24. No Third-Party Beneficiaries. Notwithstanding mutual recognition that
services under this Contract may provide some aid or assistance to members of the
County's population, it is not the intention of either the County or Contractor that
such individuals occupy the position of intended third-party beneficiaries of the
obligations assumed by either party to this Contract.
25. Copyrights and Rights in Data. Contractor shall not publish or transfer any
materials produced or resulting from activities supported by this agreement without
the express written consent of the County Administrator. If any material is subject
to copyright , the County reserves the right to copyright such and the Contractor
agrees not to copyright such material. If the material is copyrighted, the County
reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish,
and use such materials, in whole or in part, and to authorize others to do so.
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