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HomeMy WebLinkAboutMINUTES - 06041996 - C68 sF TO: BOARD OF SUPERVISORS • co6tm FROM: Steven A. Steinbrecher, Director _ Data Processing o. ^ ,a,nn�� a ( ta Coup DATE: June 4, 1996 STa•coUK SUBJECT: Consulting Services for the New Human Resources, Employee Benefits and Payroll Computer System SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATION(S): APPROVE and AUTHORIZE.the Chair, Board of Supervisors, to execute a contract with the Carrera Consulting Group in the amount of $100,000 to provide technical computer software and consulting services for the Payroll, Human Resources and Employee Benefits system from June 1, 1996 through June 30, 1998. BACKGROUND/REASON(S) FOR RECOMMENDATION(S): On March 19, 1996, the Board of Supervisors approved a$1,049,000 computer software and hardware package to replace the current antiquated Human Resources, Payroll and Employee Benefits systems. The Board directed a Project Steering Committee and Data Processing staff to continue to secure the necessary technical support to implement the project over the next three fiscal years. The Project Steering Committee, composed of the Auditor-Controller, Director of Human Resources, Director of Data Processing and the County Budget Officer conducted an extensive search 'Ifor a consultant who can train and provide technical support to 12 County staff in implementing this new computer system over the next two years. Carrera, Inc. will provide the necessary planning and technical services to insure the successful installation and operation of the new computer software programs, including such services as software customizing, interfacing, conversions and testing;. The Committee selected Carrera as the best candidate for the project in Contra Costa County. Other firms and individuals presented proposals with significantly higher hourly costs. CONTINUED ON ATTACHMENT: —YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR_RECOMMENDA ON OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON AN 0 A 4996 APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A UNANIMOUS(ABSENT ► TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ABSENT: ABSTAIN: ON MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. I Contact:Tony Enea,646-4094 ATTESTED JUN 041996 PHIL BATCHELOR,CLERK OF THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR cc: CAO Human Resources Auditor-Controller Data Processing B ,a,OEPU Y i CONTRA COSTA COUNTY SERVICES PROCUREMENT AGREEMENT Name of ProjectHuman Resources and Payroll System Project Contract No: Contractor:Carrera Consulting Group Effective Date:June 1, 1996 This Agreement is entered into by and between the Contra Costa County and the above named Contractor,to be effective as of the date given above. A. Contractor will provide the County with the Services described in Exhibit A in accordance with the Project milestones contained in Exhibit C,as such exhibits may be modified as provided herein. B. The attached Terms and Conditions are incorporated into and made apart 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:Bill Cody Telephone:9161143-3484 For County:Mike Lichtenstein Telephone:510-313-1492 (2) Addresses and Fax Numbers for Notices(Section 20.0): Contractor: County: 2226 P Street 30 Douglas Drive Sacramento,CA 95816 Martinez,CA 94553 FAX:916443-3483 FAX:510-313-1459 (3) Fixed Price or Other Pricing Basis(Section 3.1): $100,000 "COUNTY" "CONTRACTOR" CONTRA C STA Y i BY: Yk By: QAo C�MQc� Ch 7 ' 6er/qt,toodd of Supervisors M 0,RET- �IA�R4c E2►4 P r C)��T" Print Name and Title Date: .� r� � �� Attest: derk,Board of Supervisors APPRO D S O FORM AND LEGALITY: rice of The County Counsel c.0$ CONTRA COSTA COUNTY 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. 'Disclosing Party' shall have the meaning set forth in Section 7.5. "Documentation"shall have the meaning set forth in Section 8.4. "Minor Changes"shall have the meaning set forth in Section 6.3. "Project"shall mean the task(s)described in Exhibit A "Receiving Party"shall have the meaning set forth in Section 7.5. "Section"shall mean a section of this Agreement. "Services"shall mean all labor to be provided by Contractor or its subcontractors pursuant to this Agreement. 1.2 Exhibit A hereto contains additional definitions of technical terms to used with this Agreement and its exhibits. 2.0 ENIUBITS The following Exhibits hereto are incorporated into and made a part of this Agreement: Exhibit A Statement of Work Exhibit B Pricing for Additional Items Exhibit C Project Milestones and Special Payment Provisions Exhibit D Indemnification and Insurance Provisions 3.0 PRICING AND PAYMENT 3.1 The County will pay Contractor for its Services in accordance with the pricing set forth in item C(3) of this Agreement,except as otherwise provided in this Agreement. 3.2 Except as otherwise provided in this Agreement, Contractor will invoice the County and will be paid in accordance with the provisions of Exhibit C. 3.3 All invoices from Contractor will be in a format approved in advance by the County. 3.4 Invoices are payable within 30 days after receipt. 3.5 The total amount invoiced to the County for the Project shall not exceed the amount by category set forth in item C(3)on page 1 hereof,unless changes are approved pursuant to Section 6.0. 3.6 Should the County require additional Services 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 the Services of Linda Pilz for the Project. Contractor may not substitute any other person without the prior written consent of the County. 4.2 The authorized Representative of Contractor designated on page 1 of this Agreement shall be the County's normal point of contact at Contractor on matters related to Contractor's performance of the Services hereunder. Likewise,the County has designated its Authorized Representative who will be the normal point of contact at the County for Contractor concerning the County's duties and responsibilities hereunder and any interpretation or proposed modification of this Agreement. The Authorized Representatives for a party may be changed upon written notice from the party changing the Authorized Representative to the other party. Upon written request by the County, Contractor will replace Contractor's Authorized Representative. 4.3 If Contractor proposes to use any subcontractors on the Project, it must receive the County's advance written consent. 4.4 Contractor acknowledges that it will be responsible for the performance or non-performance by its subcontractors of the tasks set forth in this Agreement. Contractor shall contractually require all subcontractors performing work on the Project to abide by the following provisions of this Agreement: Sections 4.5, 4.6, 4.7, 4.8, 4.9, 5.3, 5.4,7.0, 8.0, 14.1, 15.2, 16.0,and 18.1. 4.5 Contractor agrees that the Contractor employees designated as key personnel in Exhibit A will be assigned to the Project and will be available as necessary to meet the milestones in Exhibit C. Contractor shall not withdraw or replace such key personnel, and will contractually prohibit its subcontractors from withdrawing or replacing their key personnel, without the prior written consent of the County, except for the termination of employment, illness, death, disability,or other similar personal reasons. 4.6 Immediately upon receipt of written notice from the County that any Contractor employee, or employee of a subcontractor to Contractor, is not performing work on the Project in a satisfactory manner, Contractor will remove such employee and,within a reasonable period of time,replace such employee with a qualified employee. 4.7 Contractor and its employees subcontractors, and subcontractors' employees, are not and shall not be deemed to be, employees of the County. Contractor and its subcontractors will be solely responsible for the payment of their respective employees' compensation, including employee taxes, workers' compensation, and any similar taxes associated with their employment. 4.8 This Agreement shall not create any partnership or joint venture between the parties. Nothing contained in this Agreement shall constitute either party as the agent or legal representative of the other for any purpose. No provision of this Agreement grants either party any express or implied right of authority to assume or create,any obligation or responsibility on behalf of or in the name of the other party, or to bind the other party in any manner or thing whatsoever. 1 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 RULES OF ACCESS AND CHANGE MANAGEMENT 5.1 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. 5.2 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. 5.3 In performing its duties for the Project, Contractor will comply with the County's standard requirements with respect to technical and operational change management. It is understood by Contractor that changing the County's computers, in particular its mainframes,requires advance notice and compliance with established County procedures. 6.0 CHANGES 6.1 The parties acknowledge that additions,deletions,and modifications to the Services specified under this Agreement may be required in the manner set forth in this Section. 6.2 No such change, whether major or minor, shall be binding, and Contractor shall not proceed with any change, unless the change is confirmed in writing and formally executed by the Authorized Representatives of both Contractor and the County as set forth on page 1 of this Agreement. 6.3 Minor Changes may be made by the mutual written agreement of the Authorized Representatives of Contractor and the County without the necessity of a formal proposal and estimates. Minor Changes involve the changing of services as outlined in Exhibits A or B,and require immediate implementatin to ensure the project is not delayed. 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. Such changes shall result in an adjustment of the Project price in item C(3)of page 1 hereof according to the pricing set forth in Exhibits B and C. 7.0 CONFIDENTIAL INFORMATION 7.1 Contractor acknowledges that in the course of performing work on the Project, it and its subcontractors may be exposed to certain Confidential Information, including without limitation medical records, employment records, secret passwords to County computer systems, methods of accessing County computers and data, County personnel data, payroll data, County proprietary software,records and data which are not available to the general public, and documents marked "Confidential" or "Proprietary", Other categories of documents considered Confidential Information by the County shall be specified to Contractor in writing. 7.2 The County acknowledges that Contractor may be disclosing Confidential Information to the County in the course of performance of the Project, including documents marked "Confidential" or "Proprietary," provided that the County agrees prior to disclosure that such information is Confidential Information. Such agreement will not be unreasonably withheld. 7.3 Information of a proprietary nature which is disclosed orally to a party hereto shall not be treated as Confidential Information unless it is stated at the time of such oral disclosure that such information is Confidential Information and such information is reduced to writing and confirmed as Confidential Information to the Receiving Party (as defined below)within 30 days after the oral disclosure. 7.4 Documents marked"Confidential" or"Proprietary" in accordance with Sections 7.1,7.2, or 7.3 shall be numbered and logged in a manner mutually agreed upon between the parties. 7.5 Confidential Information does not include (a) information which the party hereto receiving the information(the'Receiving Party")can prove was known to it at the time of receipt from the party hereto disclosing(the "Disclosing Party")that information to the Receiving Party, (b)information lawfully received by the Receiving Party from a third party that is not under an obligation of confidentiality with respect to such information, (c) information which becomes known to the public other than by a disclosure prohibited by this Agreement, or (d) information which the Receiving Party can prove was independently developed by it without assistance from access to Confidential Information. 7.6 The Receiving Party shall use Confidential Information solely for the purposes of the Project and may disclose Confidential Information to others only upon the advance written consent of the Disclosing Party. Except as provided in Section 8.0 and except as required by law,no other disclosure of Confidential Information is authorized under this Agreement. 7.7 Except for Confidential Information contained in documentation prepared for the County by Con I ctor 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 INDEMNIFICATION AND INSURANCE Contractor shall comply with,and require its subcontractors to comply with,the terms and conditions of Exhibit D related to indemnity and insurance. I 9.0 WARRANTIES AND MAINTENANCE I 9.1 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 9.2 NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LMTATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,WILL APPLY. 10.0 DELAYS 10.1 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. 10.2 If performance under this Agreement is postponed or extended pursuant to Section 10.1 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 13.2. 11.0 TERMINATION FOR CONVENIENCE 11.1 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. 11.2 In the event of termination under this Section 11.0, the County's total payment to Contractor shall be determined in accordance with Section 13.2. 12.0 TERNIINATION FOR CAUSE 12.1 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. 12.2 If Contractor fails to begin work on the Project in a timely manner,fails through no fault of the County, to meet a milestone in Exhibit C by 30 or more days, or fails to carry out or breaches its obligations hereunder (and such failure or breach is not excused by Section 13.2), the County may terminate this Agreement by giving written notice of intent to terminate to Contractor. If Contractor has not completely cured its breach within 15 days of the receipt of such notice, then the County may terminate this Agreement upon the delivery of a written notice of termination to Contractor. 12.3 The County's total payment to Contractor subsequent to termination shall be determined in accordance with Sections 13.2 and 13.3. 13.0 EFFECT OF TERNIINATION 13.1 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 subcontracts to the extent they relate to the performance of work terminated by the notice of termination; and (d) return to the County all County Confidential Information, along with all copies and notes made therefrom and a certificate signed by Contractor's Authorized Representative evidencing compliance with this provision. 13.2 After termination pursuant to Section 11.0 or 12.0, 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 13.3: (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 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 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 13.2(a). 13.3 If this Agreement is terminated for cause pursuant to Section 12.0, then the County shall be entitled to deduct the following amounts from any monies to be paid Contractor pursuant to Section 13.2: (a) 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. 13.4 Sections 7.0, 8.0, 9.0, 14.0,and 15.1 shall survive I 14.0 LMTATION OF LIABILITY;EXCLUSIVE REMEDIES 14.1 EXCEPT FOR THE COUNTY'S PAYMENT OBLIGATIONS HEREUNDER, .....-COM SHALL HAVE NO LIABILITY TO CONTRACTOR OR ITS SUBCONTRACTOR'S FOR ANY BREACH OR TERMINATION OF THIS AGREEMENT. 14.2 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 LMTED TO, LOST PROFITS OR SAVINGS, LOSS OF USE OF SERVICES, COST OF CAPITAL, COST OF SUBSTITUTE SERVICES,DOWNTIME COSTS1, OR DAMAGES AND EXPENSES ARISING OUT OF THIRD PARTY CLAIMS. 14.3 THE REMEDIES SPECIFIED IN THIS AGREEMENT ARE EXCLUSIVE. 15.0 DISPUTES 15.1 Any dispute arising out of or relating to this Agreement, or breach thereof, shall be'first submitted to the senior management of each party for resolution. If the dispute cannot be resolved within 30 days after such matter is referred to senior management, then the dispute shall be submitted to binding arbitration in Contra Costa County, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") then in effect and section 1283.05 of the California Code of Civil Procedure. All discovery must be concluded within 60 days after the submission to arbitration. The decision of the arbitrator shall be final and may be entered as judgment in any court of competent jurisdiction. The losing party, as determined by the arbitrator, shall pay the administrative costs of arbitration. Each party shall bear the cost of its own attorneys'fees, except that the arbitrator shall have the discretion in appropriate circumstances to require the losing party to pay all or a portion of the prevailing party's reasonable attorneys'fees. 15.2 Except as provided in the Termination provisions herein, Contractor or its Subcontractors shall not stop work on the Project,due to a dispute. 16.0 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. 17.0 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 I of this Agreement or to such other address as may be substituted by notice. Notice will be effective on the date of receipt. 18.0 GENERAL PROVISIONS 18.1 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. 18.2 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. 18.3 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. 18.4 The headings in this Agreement are for reference purposes only; they will not affect the meaning or construction of the terms of this Agreement. 18.5 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. 18.6 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. 18.7 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. i 18.8 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. 18.9 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. C xpl EXHIBIT A STATEMENT OF WORK DRAFT 1. General Description of Project The Project involves the implementation of an automated Human Resources , Health Benefits and Payroll System ("Project") which consists of licensed software from PeopleSoft. 2. Project Phases Phase 1 includes Project Start-Up, Dynamic Prototyping and a Final Fit Report outlining necessary adaptations and customizations to the Software, as well as any County business process improvements and changes that are necessary. Phase 2 is the implementation of the Human Resources and Benefits Administration modules of the PeopleSoft software, including all required conversions, interfaces, equipment installation, acceptance testing and user training. Phase 3 consists of deciding on an approach to Time and Attendance, and implementing the chosen Time and Attendance systems(s) along with PeopleSoft Payroll module. This phase will include all required conversions, interfaces, equipment installation, acceptance testing (including parallel testing) and user training. 3. Project Control and Schedule Contractor will provide an experienced PeopleSoft Specialist(s) to ensure successful completion of the Project. Contractor support shall include the following functions and services: a. Services • Participation as requested in development and maintenance of the Project Work Plan. • Functional and technical guidance on the operation and use of the PeopleSoft Human Resources, Benefits Administration and Payroll modules • Under the direction of the County's Project Manager, facilitation of Dynamic Prototyping sessions and development of a Dynamic Prototype. • Under the direction of the County's Project Manager, assist in development of the Final Fit Report. • Coordination as directed with PeopleSoft, County, staff and other contractors to complete any necessary customizations and/or adaptations to the software. • Coordination as directed with PeopleSoft, County staff and other contractors to complete any necessary interfaces, conversions, acceptance testing and user training so as to successfully implement Phases 2 and 3 of this Project. b. Implementation Schedule C •fig Contractor and the County shall perform their duties and responsibilities hereunder in accordance with the schedule in Exhibit C as modified by the Work Plan. 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 report to the County's Project Manager, Mike La Brie, for day-to-day guidance. Contractor will also participate as requested by the Project Manager in a project status review with the County approximately every two weeks or as other-wise agreed. 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 addition, Contractor will attend such other technical and programming meetings and produce such reports concerning the Project as requested by the County. EXHIBIT B EQUIPMENT AND SOFTWARE DELIVERABLE ITEMS PRICING FOR ADDITIONAL ITEMS DRAFT 1. Labor Charges Linda Pilz shall be charged at a rate of$100 (one hundred dollars) per hour for the life of this Agreement. Contractor shall provide up to 1,000 hours of Ms. Pilz's time during the 6/1/96-6/30/98 term of this Agreement, the majority of these hours, shall be provided during Phase 1. 2. Additional Consulting Consulting not included in the contract price will be provided by the Contractor at the rate of $100/hour for Ms. Pilz, and at negotiated rates for other members of Contractor's staff. 3. Other- Costs This Agreement provides for no daily travel or living expenses for Contractor. However, should Contractor be required to travel on County business, County will reimburse Contractor for all expenses incurred through the County's normal process for such reimbursement. 4. Best Pricing Contractor represents and warrants that the fees listed herein are the most favorable fees and prices Contractor offers to its customers. The best pricing provisions of this Section shall also apply to future purchases of other services and products purchased by the County from Contractor. 5. Expenses Contractor's costs and expenses of telephone, travel to the County's office, and other office and travel expenses are included in the costs listed above and are not otherwise reimbursable. Contractor shall charge the County only as expenses are incurred, and shall make its best efforts to keep these to a minimum. EXHIBIT C PROJECT MILESTONES AND SPECIAL PAYMENT PROVISIONS Proiect Phase/Milestone Latest Completion Date Phase 1 Detailed Project Work Plan June 30, 1996 Completion of Dynamic Prototype October 31, 1996 Final Fit Report October 31, 1996 Phase 2 Human Resources&Benefits Administration Modules "Live" May 31, 1997 Phase 3 Time& Attendance Decision December 22, 1996 Time& Attendance"Live" January 1, 1998 Payroll Module"Live" January 1, 1998 Contractor will provide Linda Pilz on a schedule as agreed to in the detailed Project Workplan. Billings shall be made on a Time and Materials basis and shall be billed by calendar month. EXHIBIT D INDEMNITY AND INSURANCE CONTRA COSTA COUNTY CONTRACTUAL TERMS AND CONDITIONS Indemnity The Contractor shall indemnify, defend and hold harmless the Contra Costa County (hereinafter "County") its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Agreement by Contractor and/or its agents, employees or sub-contractors, excepting only loss, injury, damage caused solely by the acts or omissions of personnel employed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Contractor shall reimburse the County for all costs, attorney's fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the County under this Agreement. Insurance Without limiting the Contractor's indemnification of the County, the Contractor shall provide and maintain at its own expense, during the terms of this Agreement, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Agreement, the Contractor shall provide on the County's own form or a form approved by the County's Insurance Manager an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by the Agreement. The County's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the County's Special Endorsement form if they provide the coverage as required. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on the County's Certificate of Insurance form. The Contractor shall not receive a Notice to Proceed with the work under this Agreement until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Notice of Cancellation of Reduction of Coverage 1 0 .(A All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Clerk of the Board of Supervisors, 650 Pine Street, Martinez, CA 94553 or to the address shown on the Certificate of Insurance. C. Qualifying Insurers All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than AX, according to the current Best's Key Rating Guide, unless otherwise approved by the County's Insurance Manager. 1. Either a California Admitted Surety OR a current Treasury Listed Surety(Federal Register)to its specified dollar limitation AND 2. Either a current A.M. Best B+rated Surety OR a current Standard and Poors (S&P) rating of BB OR 3. In lieu of 1 & 2, a domestic or foreign company of equal financial stability that is approved by the County's Insurance Risk Manager. D. Insurance Required 1 Comprehensive General Liability Insurance- for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit(CSL) per occurrence. OR 2. Commercial General Liability insurance - for bodily injury(including death) and property damage which provides limits as follows: a. General limit per occurrence - $1,000,000 b. General limit aggregate- $2,000,000 C. Personal Injury limit - $1,000,000 if coverage is provided under a commercial General Liability Insurance form,,the carrier shall provide the County Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date. If over 50% of the aggregate limits have'been paid or reserved , the County may require additional coverage to be purchased by the Contractor to restore the required limits. 3. For either type insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000,000) per occurrence/aggregate to be maintained for two (2) years following acceptance of the work by the County. C. Contractual Liability expressly including liability assumed under this Agreement d. Personal Injury Liability with deletion of exclusion for: 1) Liability assumed under contract, and 2) Suits brought by employees e. Independent Contractor's Liability f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 4. For either type insurance, coverage shall include the following endorsements, copies of which shall be provided to the County: a. Additional Insured Endorsement: Such insurance as is afforded by this policy shall also apply to Contra Costa County, and members of the Board of Supervisors of Contra Costa County, and the officers, agents, and employees of Contra Costa County, individually and collectively as additional insureds. b. Primary Insurance Endorsement: Such insurance as is afforded by the additional insured endorsement shall apply as primary, and other insurance maintained by Contra Costa County, its officers, agents and employees shall be excess only and not contributing with insurance provided under this policy. C. Notice of Cancellation or Change of Coverage Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days prior written notice of such cancellation or reduction in coverage to Contra Costa County at the address shown in the Certificate of Insurance. d. Contractual Liability Endorsement. This policy shall apply to liability assumed by the insured under written contract with Contra Costa County. e. Personal Injury Endorsement. The provisions of this policy shall provide Personal injury coverage, including deletion of the standard exclusions for liability assumed under contact and suits brought by employees. f. Severability of Interest Endorsement The insurance afforded by this policy shall apply separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the company's limit of liability. 5. If coverage is written on a Claims Made Basis, the Certificate of Insurance shall clearly state so and evidence of coverage extending from the date of execution of this Agreement, or from the date of the first performance of services, whichever date is earlier, until three(3)years from the date the work or services are accepted as completed shall be included. The following additional information shall be provided: a. Defense coverage included in the limit(Yes/No) b. Aggregate limitation - General aggregate -Products/Completed Operations aggregate C. Retroactive date, which shall be no later than the date of execution of the Agreement or the date of the first performance of the services, whichever date is earlier. d. Length of time for extended reporting period. e. Limitations on invoking reporting period(if other than non-payment) f. Is "Notice of Circumstances" allowed(Yes/No) 6. Comprehensive Automobile/Aircraft/Water craft Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars($1,000,000) combined single limit per occurrence applicable to all; owned, non-owned and hired vehicles/aircraft/water-craft. This coverage may be waived in writing by County if it determines there is no significant exposure to these risks. 7. Workers' Compensation and Employer's Liability Insurance. a. Statutory California Workers' compensation coverage including a broad from all-states endorsement. b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations undenthis Agreement. C. Inclusion for the County and its governing board, officers, representatives, agents and employees as additional insureds, or a waiver of subrogation: 8. Special provisions The following provisions shall apply to this Agreement: a. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to the provisions concerning indemnification. b. The County acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of Contractor, however, this shall not in any way limit liabilities assumed by the Contractor under this Agreement. Any self-insurance shall be approved in writing by the County. C. Should any of the work under this Agreement be sublet, the Contractor shall require each of its subcontractors of any tier to provide the aforementioned coverages, or Contractor may insure subcontractor under its own policies. d. The County reserves the right to withhold payment to the Contractor in the event of material noncompliance with the insurance requirements outlined above. SPECIAL CONDITIONS A. COUNTY AFFIRMATIVE ACTION REQUIREMENTS Contractor indicates that it is certified as both a MBE and a WBE by the State of California Department of Transportation, and has furnished proof of such certification to the Contra Costa County office of Affirmative Action.