HomeMy WebLinkAboutMINUTES - 06202000 - C108-C112 Ott
TO: THE BOARD OF SUPERVISORS
FROM: Gus S. Kramer, County Assessor
DATE: June 20, 2000
SUBJECT: ASSESSOR'S DOCUMENT IMAGING AND WORKFLOW COMPUTER SYSTEM
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION:
APPROVE and AUTHORIZE the County Assessor, or designee, to execute a contract
with Peelle Technologies in the amount of$50,328 to upgrade software and enhance
the Assessor's document imaging and workflow computer system.
FISCAL IMPACT:
This contract will be paid out of Property Tax Administration Funds (A13719).
BACKGROUND:
The Assessor's Office has completed the initial design and implementation of an online
system which automates the processing of deeds utilizing imaged deeds for input
directly into our Land Information System database. Phase 2 of the project includes
upgrading the software and enhancing the workflow component of the system.
Property Tax Administration Funds have been dedicated for the enhancement of our
existing deed imaging computer application.
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMEND N OF BOARD COMMITTEE
PPROVE OTHER
SIGNATURE(S): .-'
ACTION OF BOA D N ZrU h � ® APPROVED AS RECOMMENDED X OTHER
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A TRUE
/ AND CORRECT COPY OF AN ACTION TAKEN
UNANIMOUS(ABSENT i{ ) AND ENTERED ON THE MINUTES OF THE BOARD
OF SUPERVISORS ON THE DATE SHOWN.
AYES NOES
ABSENT ABSTAIN ATTESTED gNe '20'. Rode)
PHIL BATCHELOR,CLERK OF THE BOARD OF
SUPERVISORS AND COUNTY ADMINISTRATOR
cc: Assessor re
BY d ') r l f -, DEPUTY
eigo
CONTRA COSTA COUNTY
EQUIPMENT, SOFTWARE & SER''VICES
PROCUREMENT AGREEMENT
REVISED June 1999
CONTRA COSTA COUNTY
EQUIPMENT,SOFTWARE & SERVICES PROCUREMENT AGREEMENT
Name of Project: _&sessor Imaeing and Workflow System Contract No:
Contractor: Peptie Tecl�nolatde�-Inc. Effective Date: _June 20,2000
This Agreement is entered into by and between the Contra Costa County and the above named Contractor,and is effective as of the date given
above.
A.Contractor will provide the County with the Services and Products described in Exhibit A and with the Project milestones contained in
Exhibit B,as such exhibits may be modified as provided herein.The Project will be evaluated and accepted by the County pursuant to the tests,
procedures,and criteria set forth in Exhibit C.
B.The attached Terms and Conditions are incorporated into and made a part of this Agreement.
C.The following provisions shall apply to the attached Terms and Conditions:
(1)Authorized Representatives(Section 4.2,6.2,6.3):
For Contractor_I7Wvn Pefferie Telephone_{408)370-6267
For County—Lori Koch Telephone-(9 )313-7474
(2)Addresses and Fax Numbers for Notices(Section 20.0):
County: Contractor:
--Contra Costa County As e ssor's Office Poole Technologies.Inc.
834!2o=Street 197 East Hamilton Avenue
Ma-rdnez.CA 94553 _ Campbell.CA 95008
Fax: (925)313-7488 Fax: (408)866-4803
(3)Fixed Price or Other Pricing Basis(Section 3.1):&--50328.00
(4)Reserve Amount for Minor Changes(Section 6.3):$
(5)Minimum Amount for Minor Changes(Section 63):$
(6)Liquidated Damages for Unexcused Delay(Section 13.1)$ per
(7)Contractor Federal ID# 774)444555
"COUNTY"
CONTRA COSTA COUNTY "CONTRACTOR"
By: By:
(DirectorMesignee) (Designate Official Business Capacity A)
By:
(Designate Official Business Capacity B)
Note to Contractor: For corporations(profit or non-profit),the Agreement must be signed by two officers.
Signature A must be that of the President or Vice-President and Signature B must be that of the Secretary
or Assistant Secretary(Civil Code Sec. 1190.1 and Corporation Code Sec.313).All signatures must be
acknowledged as set forth on following page.
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ACKNOWLEDGMENT
STATE OF CALIFORNIA)
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 person(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 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
Signature(Seal)
Acknowledgment(by Corporation,Partnership or Individual)
Civil Code Sec.1184
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CONTRA COSTA COUNTY
EQUIPMENT,SOFTWARE,ANIS SERVICES PROCUREMENT AGREEMENT
TERMS AND CONDITIONS
1.0 DEFINITIONS
1.1 The following general definitions shall apply for the purposes of this Agreement:
"Agreement" shall mean this agreement.
"Business Day" shall mean Monday through Friday,excluding holidays observed by the County.
"Confidential Information" shall have the meaning set forth in Section 7.1.
"Contractor" shall mean the person or entity identified as Contractor on the first page of this
Agreement.
"County" shall mean the Contra Costa County.
"First Productive Use" shall mean that point in time which County processes "live" customer data
with any functional portion, or total function, of"named" software.
"Four Digit Year Format" shall mean a format that allows entry or processing of a four-digit-year
date, where the first two digits will designate the century and the second two digits will designate
the year within the century.
'Disclosing Party' shall have the meaning set forth in Section 7.5.
"Documentation" shall have the meaning set forth in Section 8.4.
"Leap Year" shall mean the year during which an extra day is added to February(February 29).
Leap Year occurs in all years evenly divisible by the number four(4),except that a year that is
divisible by 100 is not a Leap Year,unless it is also divisible by 400.
"Maintenance" shall mean the providing of technical information,assistance,error correction,
repair services,and repair parts in the manner specified in Exhibit E.
"Minor Changes" shall have the meaning set forth in Section 6.3.
"Products" shall mean the equipment and software listed in Exhibit B and all other equipment
and software to be provided by Contractor pursuant to this Agreement.
"Project" shall mean the task(s)described in Exhibit A
"Receiving Party" shall have the meaning set forth in Section 7.5.
"Section" shall mean a section of this Agreement.
"Services" shall mean all labor to be provided by Contractor or its subcontractors pursuant to this
Agreement.
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„Year 2000 Compliant” shall mean dates outside the range of 1900-193$, including the years
1999,2000 and thereafter,encountered and/or processed by the
software/firmware/hardware/equipment/system will be correctly recognized,calculated, sorted,
stored,displayed and/or otherwise processed in any level of computer hardware or software,
including,but not limited to,microcode,firmware,application programs, system software,
utilities,files,databases and network infrastructure devices.
1.2 Exhibit A hereto contains additional definitions of technical terms to used with this
Agreement and its exhibits.
2.0 EXHIBITS
The following Exhibits hereto are incorporated into and made a part of this Agreement:
Exhibit A Statement of Work
Exhibit B Project Milestones,Special Payment Provisions,Milestone Dates, and Pricing
for Additional Items
Exhibit C Performance, and Acceptance Criteria
Exhibit D Indemnification and Insurance Provisions
Exhibit E Maintenance Agreement
Exhibit F License Agreement
3.0 PRICING AND PAYMENT
3.1 The County will pay Contractor for the Services and the Products in accordance with the
pricing set forth in item C(3)of this Agreement,except as otherwise provided in this Agreement.
3.2 Except as otherwise provided in this Agreement,Contractor will invoice the County and will
be paid in accordance with the provisions of Exhibit B(3)of page 1 hereof.
3.3 All invoices from Contractor will be in a format approved in advance by the County.
3.4 Invoices are payable within 30 days after receipt.
3.5 If this Agreement is designated as a firm fixed-price contract in item C(3)of page 1 hereof,
such price shall include all sales,use,and value-added taxes,freight charges,insurance,licenses,
and any other charges related to the sale or licensing of the Products and the providing of the
Services to the County; the total amount invoiced to the County for the Project shall not exceed
the amount set forth in item C(3)on page 1 hereof,unless changes are approved pursuant to
Section 6.0.
3.6 Should the County require additional Products for the Project,they will be provided under the
pricing structure set forth in Exhibit B and shall be considered changes pursuant to Section 6.0.
4.0 PERSONNEL AND SUBCONTRACTORS
4.1 Contractor shall provide qualified personnel to supply the Services for the Project.
4.2 The authorized Representative of Contractor designated on page 1 of this Agreement shall be
the County's normal point of contact at Contractor on matters related to Contractor's performance
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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 Contractor may use the subcontractors designated in Exhibit A to perform that portion of the
Services designated therein for such subcontractors. If Contractor proposes to use any additional
or different subcontractors on the Project, it must receive the County's advance written consent,
which will not be unreasonably withheld or delayed.
4.4 Contractor acknowledges that it will be responsible for the performance or non-performance
by its subcontractors of the tasks set forth in this Agreement.Contractor shall contractually
require all subcontractors performing work on the Project to abide by the following provisions of
this Agreement: Sections 4.5,4.6,4.7,4.8,49,5.3,5.4,7.0, 11.0, 17.1, 18.2, 19.0, and 21.1.
4.5 Contractor agrees that the Contractor and subcontractor employees designated as key
personnel in Exhibit A will be assigned to the Project and will be available as necessary to meet
the milestones in Exhibit B.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.
4.9 Neither party will, directly or indirectly, solicit or offer employment to any employee of the
other party during the work on the Project by said employee and for one year thereafter.
5.0 ASSISTANCE FROM COUNTY;RULES OF ACCESS AND CHANGE
MANAGEMENT
5.1 The County will be providing the level of assistance on the Project as indicated in Exhibit A.
5.2 While on County's premises in connection with the performance of this Agreement,
Contractor personnel will comply with the County's applicable rules with respect to security,
conduct and other matters concerning access to County's premises.Such rules may require in
some cases background checks and escorts for Contractor and subcontractor personnel. On notice
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A,' s
e
from the County,Contractor will remove immediately any of its personnel assigned to perform
work under this Agreement who do not comply with such rules,
5.3 Unless otherwise requested in writing by the County,that portion of the Project work to be
done on County premises by Contractor and its subcontractors will be performed between the
hours of 7 a.m. and 6 p.m. on Business Days.
5.4 In performing its duties for the Project,Contractor will comply with the County's standard
requirements with respect to technical and operational change management. It is understood by
Contractor that changing the County's computers,in particular its mainframes,requires advance
notice and compliance with established County procedures.
6.0 CHANGES
6.1 The parties acknowledge that additions,deletions, and modifications to the Products and
Services specified under this Agreement may be required in the manner set forth in this Section.
6.2 No such change,whether major or minor, shall be binding,and Contractor shall not proceed
with any change,unless the change is confirmed in writing and formally executed by the
Authorized Representatives of both Contractor and the County as set forth on page 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 are those having a price less than the maximum amount for Minor
Changes as specified in item C(5)of page 1 of this Agreement,generally involve the adding of
Products or Services which were not included in Exhibits A or B,and require immediate
implementation to ensure that the Project is not delayed,Minor Changes will be funded from a
pool reserve in the amount specified in item C(4)of page 1 of this Agreement. Once that fund is
depleted,this Minor Change procedure will no longer be available, If the reserve is not entirely
depleted during the Project, the balance-will, at the County's option following completion or
termination of the Project,either be credited to other work Contractor is performing for the
County or be returned to the County.
6.4 For any change which does not qualify as a Minor Change,the party seeking the change shall
inform the other in writing of the details of the contemplated change and any requested terms
concerning the change.For a change of this type requested by Contractor and involving
additional or deleted Services,Contractor shall include a written proposal containing the cost of
the additional or deleted Services involved in the change, and any impacts upon price,delivery
schedule,or other terms.For a change of this type requested by the County,Contractor shall
respond with such a proposal within five Business Days after receipt of a written request for the
change,Changes involving only the addition or deletion of Products can be made pursuant to the
provisions of Section 6.2 without the necessity of a formal proposal and shall result in an
adjustment of the Project price in item B(3)of page 1 hereof according to the pricing set forth in
Exhibit B.
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
S
"Confidential" or"Proprietary",Other categories of documents considered Confidential
Information by the County shall be specified to Contractor in writing.
72 The County acknowledges that Contractor may be disclosing Confidential Information to the
County in the course of performance of the Project, including documents marked "Confidential"
or "Proprietary," provided that the County agrees prior to disclosure that such information is
Confidential Information.Such agreement will not be unreasonably withheld.
7.3 Information of a proprietary nature which is disclosed orally to a party hereto shall not be
treated as Confidential Information unless it is stated at the time of such oral disclosure that such
information is Confidential Information and such information is reduced to writing and confirmed
as Confidential Information to the Receiving Party(as defined below)within 30 days after the
oral disclosure.
7.4 Confidential Information does not include(a)information which the party hereto receiving
the information(the'Receiving Party")can prove was known to it at the time of receipt from the
party hereto disclosing(the"Disclosing Party")that information to the Receiving Party, (b)
information lawfully received by the Receiving Party from a third party that is not under an
obligation of confidentiality with respect to such information,(c)information which becomes
known to the public other than by a disclosure prohibited by this Agreement,or(d)information
which the Receiving Party can prove was independently developed by it without assistance from
access to Confidential Information.
7.5 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,The Receiving Party shall protect Confidential Information with the same
degree of care that it regularly employs to safeguard its own confidential information of like
nature from unauthorized disclosure but no less than a reasonable degree of care.If the Receiving
Party is required by a governmental agency,court or other quasi-judicial or other regulatory body
to disclose Confidential Information received under this Agreement,the Receiving Party shall not
be liable for such disclosure provided that the Receiving Party shall,as promptly as reasonably
possible,give notice to the Disclosing Party of the requirement to disclose such Confidential
Information in order that the Disclosing Party may contest the requirement that Recipient disclose
such Confidential Information.Except as provided in Section 8.0 and except as required by law,
no other disclosure of Confidential Information is authorized under this Agreement.
7.6 Except for Confidential Information contained in documentation prepared for the County by
Contractor or its subcontractors hereunder,upon request by the Disclosing Party,the Receiving
Party shall return Confidential Information to the Disclosing Party, along with all copies and
notes made therefrom.
8.0 RIGHTS IN SOFTWARE AND DOCUMENTATION
8.1 All software from third parties to be provided by Contractor hereunder will be licensed to the
County pursuant to the terms and conditions of the license agreements provided by the publishers
of such software.
8.2 Custom software, if any,developed for the County hereunder will be subject to the
requirements in Exhibit A.
8.3 With respect to software routines,programs, scripts,or diagrams or schematics written or
formulated by Contractor or its subcontractors hereunder,Contractor will designate any third-
party software tools (e.g.,compilers or CAD programs)that were used in the development of
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such software,diagrams,or schematics.It is the preference of the County that non-proprietary
tools be used for the development of such software,diagrams,or schematics,but if proprietary
software tools must be used,then Contractor must provide the County with an object-code
version, as well as available documentation on the use of such tools.The County may use such
proprietary tools solely for the purpose of maintaining and modifying the software, diagrams, or
schematics written or formulated by Contractor or its subcontractors for the Project.
8.4 All documentation required to be developed for the County pursuant to Exhibit A
("Documentation') will not be based on Contractor Confidential Information,unless there is a
compelling need and the County agrees in writing.The County shall own all such Documentation
delivered hereunder except for(a) Documentation Contractor can demonstrate was previously
developed by or for Contractor and is not in the public domain; or(b) Documentation identified
in writing by Contractor and proved to the County's reasonable satisfaction as being developed
solely with Contractor resources.
8.5 With respect to Documentation which is deemed to belong to Contractor in accordance with
Section 8.4,Contractor grants the County a non-exclusive, royalty-free license to use and copy
any such Documentation for its own internal use.The County shall have the right to disclose such
Documentation to successor vendors,contractors, or computer hardware or software maintenance
organizations,provided such entities(a)have a need to know such information for the purposes
of modifying, maintaining, or enhancing the County's equipment or software,and(b)agree not to
use such information except with respect to work for the County. Such Documentation will not
otherwise be disclosed outside County government without the advance written consent of
Contractor, which shall not be unreasonably withheld or delayed.
9.0 RISK OF LOSS
Risk of loss or damage for the Products shall pass to the County when the Project is accepted by
the County pursuant to the provisions of Exhibit C.
10.0 INFRINGEMENT PROTECTION
10.1 All royalties or other charges for any patent,copyright,trademark, trade secret,or other
proprietary right to be used in the Project shall be considered as included in the price for the
Project.Contractor shall defend,indemnify, and hold the County harmless against any and all
liabilities,judgments,costs,damages, and expenses including reasonable attorney's fees resulting
from a claim or suit against the County for alleged infringement of any patent,copyright,
trademark,trade secret, royalty or license agreement,or other proprietary right arising out of the
use by the County of the Products or Documentation for the purposes intended hereunder. As a
condition of such indemnification,the County shall promptly inform Contractor of any such
claim or suit, allow Contractor or its suppliers to control the defense against such suit, and
cooperate, at Contractor's expense, in the defense against such suit,provided however,that in no
event shall Contractor make any admission of guilt or liability on behalf of County without
County's prior written consent.
10.2 If the County's use of any portion of the Products or Documentation is enjoined by a court of
competent jurisdiction, Contractor shall at its option and expense and within 60 days of the
enjoinment:
(a)Procure for the County the right to use such infringing portion;
(b) Replace such infringing portion with a non-infringing portion providing equivalent
functionality; or
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lee-
(c)
e(c)Modify the infringing portion so as to eliminate the infringement while providing
equivalent functionality.
10.3 Contractor may delegate its responsibilities under Sections 10.1 and 10.2 to the manufacturer
of the allegedly infringing Product,provided Contractor has received the advance written consent
of the County. Such consent will not be unreasonably withheld or delayed.
11.0 INDEMNIFICATION AND INSURANCE
Contractor shall comply with, and require its subcontractors to comply with, the terms and
conditions of Exhibit D related to indemnity and insurance.
12.0 WARRANTIES AND MAINTENANCE
12.1 Products to be provided by Contractor hereunder will be subject to the warranties, if
any of the manufacturers or suppliers of such Products. Contractor will ensure that such
warranties are transferred to the County.
12.2 Contractor will provide maintenance or will arrange for maintenance for Products in the
manner specified by Exhibits A and E.
12.3 Contractor represents and warrants to the County that,upon payment of the purchase price
specified in this Agreement,the County will have good title to each of the Products,free and
clear of all liens,encumbrances, and claims. Unless otherwise agreed to in writing by the County,
only new materials shall be used in each of the hardware Products provided by Contractor under
this Agreement.
12.4 Contractor represents and warrants to the County, that at the time of installation,the
software Products will be free of programming that is intentionally and specifically constructed
for the purpose of destroying, interrupting,or otherwise adversely affecting the software
Product's code or other code or data in a computer, such as by replicating itself or another
program many times without any useful purpose.
12.5 Contractor warrants to the County that the Services to be performed by it and its
subcontractors hereunder(a)will be performed in a competent manner by qualified personnel in
conformance with industry standards,and(b)will conform to the performance and acceptance
criteria set forth in Exhibit C.This warranty shall remain in effect during the time the Project is
being worked on by Contractor and shall continue in force until 180 days after final acceptance of
the Project. In order to qualify for remedial action under this warranty,the County must report a
warranty failure to Contractor in writing within the warranty period. Contractor shall not be
responsible for remedial action under this warranty to the extent the failure to meet the warranty
is caused by modification to the Products by the County or anyone other than Contractor or its
subcontractors,unless under Contractor's or its subcontractors'direction.
12.6 As Contractor's sole obligation, and the County's exclusive remedy, for failure to meet the
warranty in Section 12.5, Contractor will use commercially reasonable efforts to correct the
failure, provided the County makes available to Contractor information concerning the failure. If
Contractor is unable, by using reasonable efforts,to correct the failure within a reasonable period
of time, Contractor will refund to the County an equitable portion of the amounts paid by the
County based on the proportion of the Project affected by the failure and the severity of the
failure with respect to the objectives of the Project.
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12.7 Contractor warrants and represents to County that all software/firmware/hardware
/equipment/systems developed,distributed,installed or programmed by Contractor pursuant to
this Agreement:
a) is Year 2000 Compliant; is designed to be used prior to,during,and after the calendar
year 2000 AD; will operate consistently, predictably and accurately, without interruption
or manual intervention, and in accordance with all requirements of this Agreement,
including without limitation all specification and/or functionality and performance
requirements,during each such time period, and transitions between them,in relation to
dates it encounters or processes;
b)that all date recognition and processing by the software/firmware/hardware/equipment
/system will include the four-digit-year format and will correctly recognize and process
the date of February 29, and any related data,during Leap Years; and
c)that all date sorting by the software/firmware/hardware/equipment/system that includes
a"year category" shall be done based on the four-digit-year format.Upon being notified
in writing by County of the failure of any software/firmware/hardware
/equipment/systems to comply with this Agreement,Contractor will,within 60 days and
at no cost to County,replace or correct the non-complying software/firmware/hardware
/equipment/systems with software/firmware/hardware/equipment/systems that does
comply with this Agreement.
12.8 Other systems: To the extent that the software/firmware/hardware/equipment/system will
accept data from other systems and sources that are not Year 2000 compliant,the
software!firmware/hardware/equipment/system must properly recognize,calculate,sort, store,
output and otherwise process such data in a manner that eliminates any century ambiguity so that
the softwarelfirmware/hardware/equipment/system remains Year 2000 compliant.
12.9 No Disclaimers: The warranties set forth in sections 12.1 and 12.8 above shall not be subject
to any disclaimer or exclusion of warranties or to any limitation of Licensor's liability under this
agreement, and shall remain in effect through the Year 2000 until termination of this agreement.
1.2.10 Contractor warrants that it has the corporate power and authority and the legal right to grant
the licenses contemplated by this Agreement and neither has nor will enter into agreements or
take or fail to take action which shall restrict Contractor's legal right or ability to grant said
licenses.
12.1.1 NO OTHER WARRANTIES,EXPRESS,IMPLIED, OR STATUTORY,INCLUDING
WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR Fn NESS FOR
A PARTICULAR PURPOSE,WILL APPLY.
13.0 DELAYS
1.3.1 Contractor acknowledges that, should completion of the Project be delayed beyond the date
for attainment of the final milestone stated in Exhibit B,the County will suffer damages equal to
the amount set forth in item C(6)of page I of this Agreement. Accordingly, except to the extent
such delay is excused under Section 13.2,Contractor shall pay to the County the amount of
damages set forth in item C(6)for delay of attainment of such final milestone.
13.2 Except for the failure to make payments when due,neither party will be liable to the other
party by reason of any failure in performance of this Agreement if the failure arises out of acts of
God, acts of the other party, acts of non-County governmental authority,fires, strikes,delays in
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4/;
transportation,riots or war,or any cause beyond the reasonable control of that party.If any such
event delays performance,the time allowed for such performance will be extended an amount of
time equal to the period of such delay.
13.3 If performance under this Agreement is postponed or extended pursuant to Section 13.2 for
longer than 60 days for a reason other than the acts of the County,then the County may,upon
written notice to Contractor given during the postponement or extension, terminate this
Agreement. In such case,Contractor shall be paid in accordance with Section 16.2.
14.0 TERMINATION FOR CONVENIENCE
14.1 The County may terminate this Agreement for convenience by providing Contractor 30 days
advance written notice of such termination. Such notice may direct Contractor to stop work
immediately on some portion or all of the Project and may direct Contractor to continue work
until the termination date on other portions of the Project.
14.2 In the event of termination under this Section 14.0,the County's total payment to Contractor
shall be determined in accordance with Section 16.2.
15.0 TERMINATION FOR CAUSE
15.1 It is expressly agreed that this Agreement shall be fully discharged only by the completion of
all work and obligations contracted for,or with the written consent of the County.
15.2 If Contractor fails to begin work on the Project in a timely manner,fails to meet a milestone
in Exhibit B by 15 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 30 days of the receipt of such notice,then the County may terminate this
Agreement upon the delivery of a written notice of termination to Contractor.
15.3 In the event of termination under this Section,the County may, at its option,return any or all
copies of Documentation to Contractor which was the subject of the breach.The County's total
payment to Contractor subsequent to termination shall be determined in accordance with Sections
16.2 and 16.3.
16.0 EFFECT OF TERMINATION
16.1 After receipt of notice of termination,Contractor shall(a)comply with the instructions of
the County with respect to stopping or continuing work until the termination date; (b)place no
further orders or subcontracts for Products or third-party Services,except as otherwise directed by
the County; (c)terminate all orders for Products and subcontracts to the extent they relate to the
performance of work terminated by the notice of termination; (d)return Products to their
suppliers, if requested by the County and permitted by such suppliers, (e)deliver the
Documentation and any custom software to the County in the form it is then in and not subject to
the delivery acceptance criteria in Exhibit C, and(f)return to the County all County Confidential
Information,along with all copies and notes made therefrom and a certificate signed by
Contractor's Authorized Representative evidencing compliance with this provision.
16.2 After termination pursuant to Section 14.0 or 15.01,the County shall pay Contractor an
amount equal to the sum of the following,less any amounts previously paid to Contractor and any
additional amounts which the County is entitled to withhold pursuant to Section 16.3:
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(a)The amount due Contractor for completion by Contractor of the latest Project
milestone set forth on Exhibit B,as such amount may be adjusted as provided herein due
to the addition or deletion of Products or Services.
(b)An amount for Contractor's and its subcontractors'labor utilized on the Project since
completion of that last completed milestone,billed at Contractor's and its subcontractors'
rates as set forth in Exhibit B. Contractor shall submit a claim for such amount and shall
permit the County access to all backup documents which relate to such claim. The
County shall have the right to disallow from such claim any unauthorized,excessive, or
defective labor.
(c)The unpaid balance due for unreturned Products delivered to the County and fees for
noncancellable(or noncancelled by the County)third-party Services authorized by the
County prior to the effective date of termination,to the extent such Products and Services
are not covered by Section I6.2(a).
(d)The price to the County permitted under Exhibit B for Products in Contractor's
possession which were delivered to Contractor for the Project in the ordinary course of
performance of this Agreement and which are not returnable to the supplier(or which the
County indicates in writing that it wants);any costs that Contractor must pay due to
Project cancellation as a result of loss of quantity discounts for Products used solely in
the Project.
16.3 If this Agreement is terminated for cause pursuant to Section 15.0, then the County shall be
entitled to deduct the following;amounts from any monies to be paid Contractor pursuant to
Section 16.2:
(a)A credit for Documentation returned to Contractor pursuant to Section 15.3,with such credit
equal to the amount paid to Contractor for such Documentation prior to termination.
(b) An amount equal to the direct damages the County can prove it suffered as a result of breach
of this Agreement by Contractor, such as the reasonable costs of having problems created by
Contractor corrected by a third party.
16.4 Sections 7.0, 8.0,9.0, 10.0, 11.0, 12.1, 12.3, 12.4, 17.0,and 18.1 shall survive termination of
this Agreement.
17.0 LIMITATION OF LIABILITY
1.7.1 EXCEPT FOR THE COUNTY'S PAYMENT OBLIGATIONS HEREUNDER,THE
COUNTY SHALL HAVE NO LIABILITY TO CONTRACTOR OR ITS SUBCONTRACTOR'S
FOR ANY BREACH OR TERMINATION OF THIS AGREEMENT.
17.2 EXCEPT FOR WILLFUL AND INTENTIONAL ACTS,AND EXCEPT AS OTHERWISE
PROVIDED IN THIS AGREEMENT,NEITHER PARTY SHALL BE LIABLE TO THE
OTHER PARTY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (EVEN
IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
INCLUDING,BUT NOT LIMITED TO,LOST PROFITS OR SAVINGS,LOSS OF USE OF
SERVICES,COST OF CAPITAL,COST OF SUBSTITUTE SERVICES,DOWNTIME COSTS,
OR DAMAGES AND EXPENSES ARISING OUT OF THIRD PARTY CLAIMS.
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18.0 DISPUTES
18.1 Any dispute arising out of or relating to this Agreement, or breach thereof, shall be first
submitted to the senior management of each party for resolution. If the dispute cannot be resolved
within 30 days after such matter is referred to senior management,then the dispute shall be
submitted to binding arbitration in Contra Costa County,California in accordance with the
Commercial Arbitration Rules of the American Arbitration Association("AAA")then in effect
and section 1283.05 of the California Code of Civil Procedure.All discovery must be concluded
within 60 days after the submission to arbitration.The decision of the arbitrator shall be final and
may be entered as judgment in any court of competent jurisdiction.The losing party, as
determined by the arbitrator, shall pay the administrative costs of arbitration. Each party shall
bear the cost of its own attorneys'fees, except that the arbitrator shall have the discretion in
appropriate circumstances to require the losing party to pay all or a portion of the prevailing
party's reasonable attorneys'fees.
18.2 Except as provided in the Termination provisions herein,Contractor or its Subcontractors
shall not stop work on the Project, due to a dispute.
19.0 PUBLICITY
Prior to issuing any press release concerning the Project or otherwise making a public statement
about the
Project,Contractor shall obtain the County's written approval of the content of such press release
or statement. Such approval will not be unreasonably withheld or delayed. Contractor shall
impose this same requirement on its subcontractors.
20.0 NOTICES
Any notice under this Agreement will be in writing delivered by hand,by certified mail (return
receipt requested), or by other competent and reliable courier service(delivery receipt retained),
to the other party at the address indicated in item C(2) of page 1 of this Agreement or to such
other address as may be substituted by notice. Notice will be effective on the date of receipt.
21.0 NON-APPROPRIATIONS OF FUNDS
In the event no funds or insufficient funds are appropriated and budgeted in any Fiscal Year for
payments due under this agreement for the then current or the succeeding Fiscal Year during the
term aforesaid,this agreement shall create no obligation on the County as to such current or
succeeding fiscal year except as to the portions of payments herein agreed upon for which funds
shall have been appropriated and budgeted, and no right of action or damages shall accrue to the
benefit of Contractor,its successors or assigns,as to that portion of this agreement which may so
become unenforceable,except County agrees to peaceably surrender possession of the Program
Product to Contractor or its assignee.Contractor or the Agent or their assignees shall have all
rights and remedies to take possession of the Program Product.
22.0 GENERAL PROVISIONS
22.1 In the performance of duties hereunder,Contractor shall comply, and shall require its
subcontractors to comply, with all applicable federal, state,and local laws,rules, and regulations.
22.2 Neither party may assign this Agreement without the prior written consent of the other party,
which consent will not be unreasonably withheld;provided,however,that Contractor may assign
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this Agreement without consent to a successor in interest to all or substantially all of its stock or
assets,provided such successor in interest assumes all of Contractor's obligations under this
Agreement.
22.3 If any part or parts of this Agreement are held to be invalid,the remaining parts of this
Agreement will continue to be valid and enforceable.
22.4 The headings in this Agreement are for reference purposes only;they will not affect the
meaning or construction of the terms of this Agreement.
22.5 The provisions of this Agreement are for the sole benefit of the parties,and not for the
benefit of any other persons or legal entities.
22.6 This Agreement may be executed by the parties in one or more counterparts,each of which
when so executed shall be an original.All such counterparts shall constitute one and the same
instrument.
22.7 Each of the parties to this Agreement represents and warrants that it has the power and
authority to enter into this Agreement and perform the action contemplated hereunder,and this
Agreement has been duly authorized and is the valid binding and enforceable obligation of such
parties.
22.8 This Agreement,including its referenced exhibits,contains the complete and exclusive
understanding of the parties with respect to the subject matter hereof.Except for any terms or
conditions of a Request for Quotes or Request for Proposal that are included by reference in this
Agreement,this Agreement supersedes and cancels the terms and conditions contained in any
previous Request for Quotes or Request for Proposals of the County,any prior Contractor
negotiations,proposals,or other submissions to the County by Contractor,and any prior oral or
written agreements or representations between County and Contractor concerning the Project.No
waiver, alteration, or modification of any of the provisions hereof will be binding unless in
writing and signed by a duly authorized representative of the party to be bound.Neither the
course of conduct between the parties nor trade usage will act to modify or alter the provisions of
this Agreement.
22.9 This Agreement is entered into and to be performed in the State of California and shall be
governed and construed under the laws of the State of California.
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EXHIBIT A
STATEMENT OF WORK
1»General Description of Project
The Project involves the purchase,programming,installation,testing and maintenance of
a new document imaging&workflow system("Project") which consists of a complete
computer system(including existing hardware,as well as new licensed software and
networking software).The project will be implemented at the County Assessors office in
Martinez,CA.The system will be designed to accept standard multi-page G4 Tiff images
and paper documents scanned through a compatible image capture application. After
capture or image import,the system will apply or prompt for identification and index
information for future retrieval.The system will be programmed to route imaged
documents through a set logical production line using intelligent route coding.
Information extraction forms and data entry interface forms will be programmed to
facilitate this process. The custom programmed workflow forms will both populate and
push data from LIS and the Optika systems. The system will be designed by the
specifications referenced in the acceptance and production testing section in Exhibit"C"
2.Project Phases
1. Complete Site analysis/User Study
2. Rebuild Servers
3. Install/Base Configuration Optika Emedia
4. Program Workflow Process Map
5. Program Workflow Forms/System Integration
& System Production Test
7. System Roll-Out
8. Technical Training
9. End User Training
10. Evaluation of Product Service Meeting
11. Project Completion
3»Project Control and Schedule
Contractor will provide experienced management,administration,and support staff to
ensure successful completion of the Project.Contractor support shall include the
following functions and services:
a. Administrative Control
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Contractor will maintain schedule,budget,and cost information appropriate to the
successful management of the contract on program status and planned activities.This
information includes an ongoing analysis of cost and schedule variances.
b. Implementation Schedule
Contractor and the County shall perform their duties and responsibilities hereunder in
accordance with the schedule in Exhibit B as modified by the Implementation 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 conduct a project status review with the
County approximately every two weeks or as otherwise 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 connection with such meetings,Contractor will draft a report covering the
foregoing topics and give it to the County in advance of the meeting. In addition,
Contractor will attend such other technical and programming meetings and produce such
reports concerning the Project as requested by the County.
4.Software
a. Licensing Terms
The software provided under the Agreement shall be referred to as the "Optika Software."
The Optika Software is licensed to the County pursuant to the terms and conditions of the
license agreement(s) attached hereto as Attachment 1 and shall include any
Customizations as referred to in Section 4.b below.
b. Customizations to Contractor's Base Software
County and Contractor agree to customizations of the Contractor's base software as detailed in
Exhibit B.These customizations shall be considered as part of the Contractor's base software for
the purpose of any future upgrade or release of that base software. In particular,Contractor
explicitly agrees to support these customizations under its standard licensing and maintenance
agreements.
c.Custom Software
Any custom software("Custom Software")developed for the County pursuant to the Project,
apart from the base software customizations referred to in Section 4.b above, shall belong to the
County. Any Custom Software developed by Contractor hereunder shall be considered to be work
made for hire under the US Copyright Act and all copyrights and all intellectual property rights
contained therein shall automatically be assigned to the County. Upon completion of such
software,the Contractor shall deliver fully commented source code for such software to the
County, and, except for Contractor Code(as defined below),Contractor shall have no right to use
any portion of such Custom Code for other customers without the advance written permission of
the County.Contractor Code is defined as software code, which Contractor describes in detail to
the County in writing prior to beginning the Project as belonging to Contractor.Those portions of
15
Contractor Code, which are incorporated into Custom Code, shall be licensed to the County
pursuant to the terms and conditions of Attachment 1 hereto.
5.Software Support
a. Programming Assistance
Contractor shall provide Programming assistance to the County as requested by the
County and at the rates specified in Exhibit B.
b. Telephone Support
Software telephone support will be provided pursuant to the provisions of Exhibit E.
6.Data Conversion
Contractor shall provide programming assistance as specified in Exhibit B.
7.Technical Documentation
Contractor shall produce and deliver to the County for review and approval at least six copies of a
comprehensive user manual for the Project and at least five copies of any technical manuals
provided with the Project(system administration manual,programming manual, and the like).
Contractor shall also give the County an electronic version of such documentation in a mutually
agreed upon format including a format which can be loaded on a server for Countywide on-line
access. Such versions may be reproduced by the County for use only by County personnel and
contract workers without further compensation to Contractor.All manuals provided with the
hardware provided under the Agreement shall also be provided to the County in both electronic
and hard copy media. Updates to the foregoing manuals shall be provided to the County without
charge.
8.Training
Technical and end user training will be provided by the Contractor at the County's facility.
9.Additional Consulting
Any consulting requested by the County, which is not covered by the Project, shall be provided at
the rates set forth in Exhibit B.
10.Acceptance Testing
The Project as delivered and installed by Contractor will be tested in accordance with the
provisions of Exhibit C.
11.General Warranties
The Contractor warrants(a)the hardware sold hereunder and all of its parts and components are
new and unused, (b)Contractor has good title to that hardware,free from liens and
encumbrances, and that good title to the hardware shall pass to County upon payment in full of
the purchase price for the Project, and(c)County shall have all the rights of a direct purchaser of
the hardware from the manufacturer(e.g.,update rights,patent Indemnification,etc.).
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12.Maintenance
The Project will be maintained pursuant to the terms of Exhibit E. Service and parts will be
provided at no cost to the County for 12 months after the acceptance of the project by the County.
Contractor represents and warrants that the hardware sold hereunder qualifies for service under its
manufacturer's standard warranty and post-warranty maintenance. Contractor will provide County
with all necessary documentation to activate such warranty and posh warranty maintenance.
13.Relocation of Project
The County shall have the right to relocate the Project to another County site in Contra Costa
County upon written notice to Contractor.The County shall also have the right to transfer the
Optika software to another County computer system upon written notice to Contractor. County
may, at its option, and at no additional fee,elect to transfer the software to a different computer
architecture of its choice which is supported by Contractor by providing written notice to
Contractor of such transfer.
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*511
f
EXHIBIT B
PROJECT MILESTONES, SPECIAL PAYMENT PROVISIONS,AND MILESTONE
DATES
Cost Breakdown and Dates for Services to be performed by Peelle Tech for the Assessor's
Department
Start
Project Milestone Cost Date
Complete Site analysis/User Study
Rebuild Servers
Install/Base Configuration Optika Emedia $18,315.00 6/21/00
Program Workflow Process Map
Program Workflow Dorms/System Integration $7,596.00 7/03/00
System Production Test
System Roll-Out $7,596.00 7/12/00
Technical Training
End User Training $6,250.00 7/19/00
Evaluation of Product Service Meeting
System Implementation complete $10,571.00 7/24/00
Total Milestone Payments $50,325.00
1.Additional Training
Training not included in the contract price will be provided by contractor at a rate of
$1,250 per day.
2.Additional Consulting
Consulting not included in the contract price will be provided by contractor at a rate of
$265 per hour.
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EXHIBIT C
PERFORMANCE AND ACCEPTANCE CRITERIA
1.Performance Criteria
Contractor is expected to submit a proposed acceptance-testing plan for review and approval by
the County.The plan should adopt the performance criteria and functionality as set forth in the
Technical Specification as accepted by the County and the user manual for the Optika software.
2. Testing and Acceptance.
The acceptance and production testing are complete when;
1. Contractor has completed an onsite study with all available personnel and equipment.
2. Microsoft NT Server 4.0 have been installed and configured on two servers,
3. Microsoft SQL 7.0 has been installed and configured on one server.
4. A Microsoft NT40 workstation can attach to both NT servers and the SQL database.
5. The Optika Emedia software has been installed on both servers and 9 workstations.
6. When the department approves the workflow process map.
7. When the department approves the onscreen presentation of the deed image system.
8. When the deed image system converts multi page tiff images to single page tiff images.
9. When the SQL database is updated with deed image system index information.
10. When images move through the deed image system following the workflow process map.
11. When LIS is successfully updated from the deed image system.
12. When the department can input and retrieve unrecorded documents from the deed image
system using deed reference number and/or parcel number and/or event date.
13. When the department can input and retrieve deedless PCORs from the deed image system
using deed reference number and/or parcel number and/or event date.
14. When the department can input and retrieve public and private remarks from the deed
image system using deed reference number and/or parcel number and/or event date.
15. When the deed image system can update LIS with up to 20 names per parcel number.
16. When the department can copy deed information for multiple parcels in the deed image
system.
17. When the department in the deed image system can override calculated sales price in the
deed information(input value from PCOR if different than DRI as calculated).
18. When the deed image system can process 1 day worth of deeds without system errors.
19. When the deed image system can process 4 days worth of deeds without system error.
20. When the department has working knowledge of the deed image system.
21. When the department is able to view and develop management reports from the deed
image system.
22. When the department is able to modify the workflow process map in the deed image
system.
23. When the department is able to install deed image system client on a new workstation.
24. When the department is able to install scanning application on a new workstation.
25. When the department has documentation on the deed image system(as it is implemented
for the department).
26. When the end users can retrieve PCORs and Deeds from deed image system using deed
reference number and/or parcel number and/or event date.
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27. When end users can input deeds and PCORs into deed image system.
28. When end users can update LIS from deed image system.
29. Peelle Tech has completed an onsite evaluation of product service meeting with the
department.
30. When the deed image system is functioning without system error.
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r..
EXHIBIT D
INDEMNITY AND INSURANCE
CONTRA COSTA COUNTY
CONTRACTUAL TERMS AND CONDITIONS
Indemnity
The Contractor shall indemnify, defend, save and hold harmless the Contra Costa County
(hereinafter"County")its officers, agents and employees from any and all claims,costs and
liability for any damages, sickness, death, or injury to person(s)or property, including without
limitation all consequential damages, from any cause whatsoever arising directly or indirectly
from or connected with the operations or services of the Contractor or its agents, servants,
employees or subcontractors,hereunder, save and except claims or litigation arising through the
sole negligence or sole willful misconduct of the County or its officers or employees. Contractor
will reimburse the County for any expenditures, including reasonable attorneys' fees, the County
may make by reason of the matters that are the subject of this indemnification, and if requested by
the County will defend any claims or litigation to which this indemnification provision applies at
the sole cost and expense of the Contractor.
Insurance
During the entire term of this Contract and any extension or modification thereof, the Contractor
shall keep in effect insurance policies meeting the following insurance requirements unless
otherwise expressed in the Special Conditions.
a. Liability Insurance.The Contractor shall provide comprehensive liability insurance,including
coverage for owned and non-owned automobiles,with a minimum combined single limit
coverage if$500,000 for all damages, including consequential damages,due to bodily injury,
sickness, or disease, or death to any person or damage to or destruction of property, including the
loss use thereof, arising form each occurrence. Such insurance should be endorsed to include the
County and its offices and employees as additional insureds as to all services performed by
Contractor under this Agreement. Said policies shall constitute primary insurance as to the
County,the State and Federal Governments,and their officers,agents, and employees, so that
other insurance policies held by them or their self-insurance program(s) shall not be required to
contribute to any loss covered under the Contractor's insurance policy or policies.
b. Workers Compensation.The Contractor shall provide workers' compensation insurance
coverage for its employees.
c. Certificate of Insurance.The Contractor shall provide the County with(a)certificate(s)of
insurance evidencing liability and worker's compensation insurance as required herein no later
than the effective date of this Contract. If the Contractor should renew the insurance policy(ies) or
acquire either a new insurance policy(ies)or amend the coverage afforded through an
endorsement to the policy at any time during the term of this Contract,the Contractor shall
provide(a)current certificate(s)of insurance.
d. Additional Insurance Provisions.The insurance policies provided by the Contractor shall
include a provision for thirty(30)days written notice to County before cancellation or material
changes of the above-specified coverage.
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e,
2 `' • '
EXHIBIT E
MAINTENANCE AGREEMENT
This Maintenance Agreement is made this 24th day of June 2000 by and between("Contractor")
a corporation,and Contra Costa County(the"County")
1.DEFINITIONS
a. " System"means description of the system
b. " Hardware" means the equipment portion of the Project,which is listed on the attached
Schedule as it may be amended.
c. "Vendor Software" means Proprietary Software and Third-Party Software which are part of
the Vendor offering(s)and which are listed on the attached Schedule as it may be amended.
d. "Custom Software" shall have the meaning set forth in Exhibit A to the Agreement of which
this Maintenance Agreement is a part.
e. "Major Malfunction" means the failure of the host computer for the Project to function in
accordance with the Project user manual or the failure of all terminals or workstations at a County
Project site to function in accordance with the Project user manual in such a manner as to render
the Project host or Project site effectively unusable.
f. "Proprietary Software" means Software,which is developed by or licensed to Contractor and is
maintained by Contractor.
g "Third-Party Software" means software, such as operating system software which has been
developed and which is maintained by a party other than Contractor.
h. ""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.
i, "First Productive Use" means that point in time which County processes "live" customer data
with any function portion, or total function,of the vendor software.
2. COVERAGE AND GENERAL MAINTENANCE RESPONSIBILITIES
a, In accordance with the terms and conditions of this Maintenance Agreement,Contractor will
provide the County with the maintenance services described herein for the Optika Software listed
on the attached Schedule One.Additional Optika Software may be added upon written notice
from the County to Contractor and payment of the applicable fee as calculated in accordance with
Section 8c hereof Optika Software may be deleted from coverage under this Maintenance
Agreement upon written notice from the County to Contractor.
b. The County acknowledges that Contractor may be an agent or contractor for the manufacturer
of Optika software for the repair of that software or may arrange for that software to be repaired
by the manufacturer's authorized repair facilities. Such arrangement shall not relieve Contractor
of its obligations for maintenance and support of the entire Project. Contractor represents and
25
warrants that the Optika and Third Party Software qualifies for service under its manufacturer's or
publisher's standard warranty and post-warranty maintenance.Contractor will ensure that all
necessary documentation is executed to activate such warranty and post-warranty maintenance.
c. During the term of the term of this maintenance Agreement,the Contractor will be responsible
for ensuring that the Software, when used in accordance with the applicable Documentation, will
perform all the functions listed in, and operate substantially in accordance with(a)the Technical
Specification and(b)the applicable user manuals provided with the software.Contractor's sole
obligation under this warranty will be to repair promptly the software or provide the other
remedies set forth in Section 4 of this Maintenance Agreement.As part of its obligations
hereunder,Contractor shall check for and remove, at least once each 30 days, any "harmful code,"
defined as programming that is intentionally and specifically constructed for the purpose of
destroying, interrupting, or otherwise adversely affecting other code or data in the Project, such as
by replicating itself or a another program many times without any useful purpose.
3.MAINTENANCE AND SUPPORT SERVICE
a. Contractor shall provide telephone support to the County concerning the use of the Project.
b. Contractor shall provide remote diagnostic analysis of software problems via modem and
correction of such problems remotely or on-site, if necessary.
c. Contractor shall exercise commercially reasonable efforts to correct any replaceable error in the
Proprietary software reported by the County, which causes the Software to fail to operate
substantially in accordance with its user manual.Contractor will attempt to correct as soon as
possible errors, which cause a Major Malfunction or materially restrict the full use of the
Software when used in accordance with its user manual.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
Proprietary software. For other errors in the Proprietary Software, Contractor will use reasonable
efforts to include a correction in the next release of the Proprietary Software, which should be
issued within six months after discovery of such error.Contractor shall provide all updates,
enhancements, and improvements to the Proprietary Software, and installation support without
charge. Contractor shall provide release notes and revised documentation therefor.
d.Contractor will promptly report errors in Third-Party Software of which it is aware to the
publisher of the Third-Party Software for correction.Contractor will, without charge, arrange for
the County to obtain promptly and will install all updates,enhancements, and improvements to
Third-Party Software and engineering changes to Optika software which are provided by the
third-party publisher or manufacturer.Contractor shall provide the County with release notes and
revised documentation therefor, which are provided to it by the publisher or manufacturer.
e. Any modification to the Custom Software which is required to ensure compatibility with
updates,enhancements, and improvements to the Proprietary Software or Third-Party Software
shall be accomplished by Contractor as part of maintenance charge to the County. Any resulting
necessary revisions to the documentation for the Custom Software will be furnished to the County
without charge.
4.ESCALATION PROCEDURES; REMEDIES
Contractor will provide on-site maintenance within two business days for a critical business issue
irresolvable via remote support. Direct manufacturer support will be used after one additional
day.
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5.SERVICE HOURS AND RESPONSE TIMES
a.Except as otherwise provided herein,Contractor shall provide the services set forth in Section 3
hereof 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 services within 60 minutes via
telephone 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 a
Contractor authorized representative within two 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 5a and on weekends and holidays.Contractor shall use its best
efforts to respond to a Major Malfunction within 30 minutes 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
hours after a determination is made that it is necessary.
6.SPARE PARTS
a. Contractor shall obtain a written commitment from each manufacturer of Optika Hardware that
parts, maintenance, and manufacturing field support shall be available for Optika Hardware for a
period of not less than five years from the date of final acceptance by the County of the Contra
Costa.
b. Each such spare part for Optika Hardware shall be available to the County within two hours
after the need for such part is identified.
7.RESPONSIBILITIES OF THE COUNTY
The County shall promptly report any problem, which is covered hereunder to Contractor, and
provide 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.The County shall refrain from making repairs or modifications to the software without
the advance written approval of Contractor.The 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.
8.EXCLUDED SERVICES
All services will be provided at the contracted rate of$265 per hour.
9. CHARGES AND PAYMENT
a.Thereafter,the County shall pay Contractor the applicable fees listed on the attached Schedule.
Maintenance fees are billed on an annual basis and such fees may not increase for one year from
the commencement date of this Maintenance Agreement.
b. Additional hardware and-software may be added upon written notice from the County to
Contractor and payment of the applicable fee set forth in Exhibit B to the Agreement of which
this Maintenance Agreement is a part.If no fee is set forth for the item to be added,then
27
Contractor and the County will negotiate a mutually acceptable fee which is calculated pursuant
to the same formula used to calculate the maintenance fees in Exhibit B.
c.The County shall be responsible for all taxes associated with the services to be provided
hereunder,other than taxes based on Contractor's income.The County shall also pay any charges
incurred, which are not covered by this Maintenance Agreement.The County's payment shall be
due within 30 days of receipt of the Contractor invoice.
10.TERM AND TERMINATION
a. This Maintenance Agreement shall commence on the First Day of Productive Use of the
software by the County and shall continue for five years thereafter. It shall automatically be
extended thereafter annually for additional one-year terms unless terminated as provided herein.
The County may terminate this Agreement without cause upon 60 days advance written notice to
Contractor. Contractor may terminate this Maintenance Agreement at the end of the original term
or at the end of any renewal term by giving the other party written notice at least 30 days prior to
the end of such term.
b. Either party may terminate this Maintenance Agreement upon written notice to the other party
that such party has failed to observe,keep,or perform any material provision of this Maintenance
Agreement. Such termination shall be effective 30 days from the receipt of such notice unless the
defaulting party has completely cured the default within that thirty-day period.
c. The County shall be entitled to a pro-rata refund of fees paid in advance in the case of a
termination.
11.REPRESENTATIONS AND LIMITATION OF LIABILITY
a. Contractor represents that the maintenance services will be performed in a workman like
manner. CONTRACTOR DISCLAIMS ALL OTHER REPRESENTATIONS OR
WARRANTIES,EXPRESS OR IMPLIED,FOR MAINTENANCE UNDER THIS
MAINTENANCE AGREEMENT INCLUDING BUT NOT LIMITED TO THE WARRANTIES
OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The foregoing
disclaimer shall not affect Contractor's obligations under the Equipment, Software, and Services
Procurement Agreement under which the Optika Software was procured from Contractor. Optika
and Third-Party Software are subject to any warranties or limitations of liability stated in
documentation provided by such products'manufacturers with such products.
b. Except for claims for bodily injury or property damage to the extent caused by the proven fault
or negligence of Contractor and not arising from use of the software, Contractor's liability for
damages under this Maintenance Agreement(regardless of the form of action, whether in contract
or tort) shall in no event exceed the amount paid by the County to Contractor for a one-year
period.CONTRACTOR WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL
OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST DATA OR
LOST PROFITS,HOWEVER ARISING,EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM AGAINST THE COUNTY BY
ANY OTHER PARTY. Contractor shall not be liable for any failure or delay in performance
under this Maintenance Agreement due to causes beyond its reasonable control.
28
12.NOTICES
All notices and demands issued hereunder shall be in writing and shall be delivered in person,by
mail, or by delivery service to the party at its address given below or at such different address as
may be designated by written notice by one party to the other party.
13.ASSIGNMENT,SUBCONTRACTING,AND PROFESSIONAL COMPETENCE
a. Contractor may not assign this Maintenance Agreement without the advance written consent of
the County.
b. Contractor may utilize subcontractors to provide some of the services required hereunder,
provided that the County may,upon written notice to Contractor,require the removal of a
subcontractor for unsatisfactory service. Any subcontractor performing services hereunder will be
subject to the same terms and conditions as are set forth herein,and Contractor shall remain liable
for the performance of any subcontractor.
c. All work hereunder performed by Contractor or its subcontractors shall be accomplished by
competent and reliable professionals who are thoroughly trained for the tasks that they will be
performing.
14.GENERAL
Any illegal or unenforceable provision shall be severed from this Maintenance Agreement.The
waiver of any default under this Maintenance Agreement shall not waive subsequent defaults of
the same or different kind.This Maintenance Agreement shall be governed by the laws of the
State of California.Any dispute arising under this Maintenance Agreement shall be adjudicated in
the state or federal courts in Contra Costa County,California.This Maintenance Agreement states
the entire agreement concerning Contractor's provision of maintenance services to the County and
supersedes and cancels and prior agreements,understandings, and negotiations. It may be
amended only by a written amendment executed by authorized representatives of both parties.
The County's purchase orders or other ordering document shall not add to or vary the terms of
this Maintenance Agreement.
29
✓✓jj
IN WITNESS WHEREOF,the parties have executed this Maintenance Agreement as of the date
first set forth above.
CONTRA COSTA COUNTY CONTRACTOR
Authorized Signature Authorized Signature
Gus S. Kramer,County Assessor
Print name and title Print name and title
Address for Notices: Address for Notices:
834 Court Street 197 East Hamilton Avenue
Martinez CA 94553 Campbell,CA 95008
Attn: Lori Koch Attn:
30
o
EXHIBIT F
SOFTWARE LICENSE AGREEMENT
1. Definitions
"Documentation" means only technical publications relating to the use of the Software, such as
reference,user, installation, system administrator and technical guides delivered by Vendor to
County.
"Tools" means the underlying architecture from which the Software is designed,and includes
software application programming tools and code.
"Software" means all or any portion of the United States version of the binary computer software
programs (including corresponding source code)provided by Vendor or made by the County with
Vendor's prior written consent,in machine readable form.
"Server" means a single database or file server, which may be accessed by a network of personal
computers.
"Territory"means the United States and Canada.
"Site" means a specific,physical location of County's Server.
2.License
2.1 Vendor grants County a perpetual,non-exclusive,nontransferable license to use the licensed
number of copies of the software in the Territory, solely for internal data processing operations,
on each Server at the Site up to the licensed number of workstations. Any third party software
products or modules provided by Vendor to County shall be used solely with Vendor's Software.
County may use the Software temporarily on a machine other than the Server in the event that the
Server is inoperable. County may make a reasonable number of copies of the Software solely for
archive or emergency back-up purposes and/or disaster recovery testing purposes.County may
modify or merge the Software with other software with the understanding that any modifications,
however extensive, shall not diminish Vendor's title or interest in the Software.
2.2 Vendor shall provide County with the licensed number of copies of the Software and
Documentation as specified.County may make a reasonable number of copies of the
Documentation solely for County's internal use with the Software provided all copyright notices
are reproduced.
3.License Exclusions
3.1 Except as expressly authorized herein,County shall not
a)Copy the Software;
b)Cause or permit reverse compilation or reverse assembly of all or any portion of the Software
c)Distribute,disclose,market,rent,lease or transfer to any third party any portion of the
Software or the Documentation, or use the Software or Documentation in any service bureau
arrangement,facility, management, or third party training;
31
d) Disclose the results of Software performance benchmarks to any third party without the prior
written consent of Vendor;
e)Transfer the Software to a different Server platform without the prior written consent of
Vendor(such consent not unreasonably withheld);
f)Transfer the Software to a different Site without prior written notice to Vendor.
g)Export the Software in violation U.S. Department of Commerce export administration
regulation.
h) Invoke support libraries other than through documented APT calls; and
i) Use Tools except in conjunction with the licensed Vendor applications.
3.2 No license,right, or interest in any Vendor trademark, trade name or service mark is granted
hereunder.
4.Fees and Payment Terms.
4.1 County shall pay Vendor the fees specified in Schedule A and in accordance with the
schedule of payments listed in Exhibit B.
4.2 Unless County provides Vendor with a valid tax exemption or direct pay certificate,County is
responsible for all taxes concerning the Software and or services excluding taxes based on
Vendor's income. Overdue payments shall bear interest at the lesser of 12% per annum or the
maximum rate allowed under the applicable law.
5.Title and Protection.
5.1 Vendor(or its third-party providers)retains title to all portions of the Software, any
modifications to the Software developed with Optika Tools,and any copies thereof.Title to the
physical media for the Software vests in the County upon delivery. Vendor represents that the
Software contains valuable proprietary information and County shall not disclose the Software to
anyone other than those of its employees or consultants under nondisclosure obligations who
have a need to know for purposes consistent with this Agreement.County shall affix, to each full
or partial copy of the Software made by the County, all copyright and proprietary information
notices as affixed to the original.The obligations set forth in this paragraph shall survive
termination of this Agreement.
5.2 The Software may be transferred to the U.S. Government only with the separate prior written
consent of Vendor and solely with "Restricted Rights" as the term is defined in F.A.R.52.227-
19(c)(2)(or DFAR 252.227-7013(e)(1)if the transfer is to a defense-related agency) or
subsequent citation.
6.Default and Termination
6.1 Any of the following shall constitute an event of default:
a. County fails to perform any of its obligations under"License Exclusions" or"Title and
Protection"; or
b.Either party fails to perform any material provision of this Agreement and such failure is not
cured within thirty(30) days after receipt of written notice thereof.
32
6.2 If an event of default occurs, the non defaulting party,in addition to any other rights available
to it under law or equity may terminate this Agreement and all licenses granted hereunder by
written notice to the defaulting party.
6.3 Within fifteen(15)days after termination of this Agreement County shall certify in writing to
Vendor that all copies of the Software in any form, including partial copies within modified
versions,have been destroyed or returned to Vendor.
7. Limited Warranty
Vendor warrants that it has title to the Software and the authority to grant license to use the
Software. Vendor warrants that the Software will perform substantially in accordance with the
Documentation for as long as Vendor continues to support the version of the Vendor Software in
use at the County and County subscribes to Vendor's Software Support Services.Vendor's sole
obligation is to repair or replace the defective Software,provided County notifies Vendor of the
deficiency and provided County has applied all Software updates provided by Vendor's Software
Support Services.VENDOR'S DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR
IMPLIED UNDER THIS LICENSE AGREEMENT INCLUDING BUT NOT LIMITED TO
THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
8.Limitation of Liability
EXCLUDING DAMAGES INCURRED UNDER THE "INFRINGEMENT PROTECTION
CLAUSE IN THE MAIN AGREEMENT"VENDOR'S LIABILITY FOR DAMAGES UNDER
THIS SOFTWARE LICENSE AGREEMENT SHALL IN NO EVENT EXCEED THE
AMOUNT PAID BY COUNTY TO VENDOR FOR THE SOFTWARE OR THE SERVICES
FROM WHICH THE CLAIM AROSE.
9.On-Site Support Days
Vendor shall provide County with support at the Site for the Software as set forth in Schedule
One. For a period of six(6) months from the Scheduled Effective Date, support days not used
during the installation phase may be used for other implementation support.
10.Training.
Vendor shall provide County with the number of training units set forth in Exhibit"B"for use at
a Vendor Training Facility. County may use training units for Site training as the parties mutually
agree in writing.County must use these training units within one(1)year from the Scheduled
Effective Date.
11. Nondisclosure Obligation
County shall protect the Software with at least the same degree of care and confidentiality, which
County utilizes for similar County information which it does not wish disclosed to the public.
County may provide access to and use of the Software only to those third parties(undertaking
similar nondisclosure obligations),providing services concerning County's use of the Software.
12.Notices
All notices shall be in writing and sent by first class mail, overnight mail,courier,or transmitted
by facsimile(if confirmed by such mailing), to the address indicated on the first page of this
33
Agreement, or such other address as either party may indicate by at least ten(10)days prior
written notice to the other party.Notices to Vendor shall be sent to the Legal Department.
13.Assignment
County may not assign this Agreement(by operation of law or otherwise) or sub license the
software without the prior written consent of Vendor, and any prohibited assignment or sub
license shall be null and void.
34
TO: BOARD OF SUPERVISORS it loq
FROM: Warren E. Rupf, Sheriff Contra
Costa
DATE: June 5,2000 County
SUBJECT: Approval of Contract with Frank Weaver
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
APPROVE and AUTHORIZE the Sheriff, or designee, to execute on behalf of the County, a
contract with Frank Weaver, in the amount of$49,920 to provide law librarian services to inmates
of Contra Costa County adult detention facilities for the period July 1, 2000 to June 30, 2001.
11. FINANCIAL IMPACT:
NONE. This contract is fully funded by the Inmate Welfare Fund.
II1,_. BACKGROUNDIREASON(S) FOR RECOMMENDATION:
The law librarian's services facilitate inmates' access to legal materials and information as
required by law.
IV. CONSEQUENCES OF NEGATIVE ACTION:
The level and quality of services provided to inmates would be unduly comprimised.
CONTINUED ON ATTACHMENT: NO SIGNATURE: ,G
cy-r RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S :
ACTION OF BOARD APPROVED AS RECOMMENDED X OTHER
VOTE OF SUPERVISORS
I 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.
Contact Person:Mike Rutledge,64400
CC:CAO,Criminal Justice ATTESTED 26;d0
Auditor-Controller PHIL BATCHELOR,CLERK OF THE BOARD OF
Sheriff(for distribution) .-SUPERVISORS AND COUNTY ADMINISTRATOR
BY-i ° �, 01 CXO-,( ` ''' DEPUTY
TO:
BOARD OF SUPERVISORS •
FROM: Warren E.Rupf,Sheriff Contra
Costa
DATE: June 5,2000 County
SUBJECT: Contract, Friends Outside
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION:
APPROVE and AUTHORIZE the Sheriff, or designee, to execute, on behalf of the County, a contract with
Friends Outside to provide social services to inmates of Contra Costa County adult detention facilities, in the
amount of$194,268 for the period July 1, 2040 to June 30, 2001
FISCAL IMPACT:
This contract is fully funded by the Inmate Welfare Fund;there is no fiscal impact on the County General Fund.
BACKGROUND:
The County has contracted with Friends Outside since 1980 to provide counseling and social services at the adult
detention facilities. These services assist inmates with education in maintaining ties to the community while
incarcerated, and to reintegrate into the community upon release.
CONSEQUENCES OF NEGATIVE ACTION:
A significant number of inmates would lose the opportunity to remain connected with the community while
incarcerated as well as receiving assistance to reintegrate into the community upon release.
CONTINUED ON ATTACHMENT: NO SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR #COMMENDATION OF BOARD COMMITTEE
tf"AIPPROVE 6 OTHER
SIGNATURE (S):
ACTION OF BOARD (9 42 t"r`cv) APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
I 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.
Contact Person:Mike Rutledge,6-4400
CC:CAO,Criminal Justice ATTESTED TCt hE' c9l) ?Ode)
Auditor-Controller PHIL BATCHELOR,CLERK OF THE BOARD OF
Sheriff(for distribution) SUPERVISORS AND COUNTY ADMINISTRATOR
BY'--
DEPUTY
TO: BOARD OF SUPERVISORS V *[
FROM: Warren E. Rupf, Sheriff Contra
Costa
DATE: June 5, 2000 County
SUBJECT: Approval of Contact with Timothy Leapt for Program Instruction
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
1. RECOMMENDED ACTION_
APPROVE and AUTHORIZE the Sheriff, or designee, to execute, on behalf of the County, a contract with
Timothy J. Leary in the amount of$53,000 to provide sign making/engraving training to inmates of Contra
Costa County adult detention facilities for the period July 1, 2000 to June 30, 2001.
11. FINANCIAL IMPACT:
NONE. This contract is fully funded by the Inmate Welfare Fund.
III BACKGROUNDlREASON($,) FOR RECOMMENDATION:
The Board of Supervisors authorized the establishment of an inmate vocational program to teach sign-
making /engraving program on July 13, 1999 (Ordinance 99-27). This program provides inmates with
training and on-the-job experience in creating state-of-the-art computer generated signs; thus, enhancing
their job skills for employment upon release. It addition, this program offers its quality products to County,
City, State, Federal, and other non-profit organizations at an attractive price. Once fully operational, the
sign/engraving program should become self-sufficient through sale of its products.
IV CONSEQUENCES OF NEGATIVE ACTION:
Without this contract for an instructor for the sign-making program, inmates would lose an opportunity to
expand their vocational training in an area where industry skills are sorely lacking.
CONTINUED ON ATTACHMENT: NO SIGNATURE: rC _f� i V
RECOMMENDATION OF COUNTY ADMINISTRATOR RECO ENDATION OF BOARD COMMITTEE
A PROVE ,___QTHER
SIGNATURE (S):
ACTION OF BOARD APPROVED AS RECOMMENDED X OTHER
VOTE OF SUPERVISORS
: 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.
Contact Person:Mike Rutledge,6-4400 Ct h C��9 C)6i e)
CC:CAO,Criminal Justice ATTESTED —
Auditor-Controller PHIL.BATCHELOR,CLERK OF THE BOARD OF
Sheriff(for distribution) SUPERVISORS AND COUNTY ADMINISTRATOR
BY P'y1aZ DEPUTY
TO: BOARD OF SUPERVISORS
FROM: Warren E. Rupf,Sheriff Contra
Costa
DATE: June 5,2000 County
SUBJECT: APaval of Contract Office of Education
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)S BACKGROUND AND JUSTIFICATION
1. RECOMMENDED ACTION:
APPROVE and AUTHORIZE the Sheriff, or designee, to execute, on behalf of the County, a
contract with the Contra Costa County Office of Education in the amount of $194,466 for the
continued provision of educational services to inmates in Contra Costa County adult detention
facilities for the period July 1, 2000 to June 30, 2001.
IL FINANCIAL IMPACT:
NONE. This contract is fully funded by the Inmate Welfare Fund.
111. BACKGROUNDIREASONS(S) FOR RECOMMENDATION(S):
The County has contracted with the Contra Costa County Office of Education since 1985 to
provide educational services at adult detention facilities. This service provides inmates with
education in basic literacy, GED preparation, substance abuse prevention, computer skills, flood
control, landscaping, and woodworking.
IV. CONSEQUENCES OF NEGATIVE ACTION:
The opportunity to prepare inmates to become contributing members to society upon their release
would be lost.
CONTINUED ON ATTACHMENT: NO SIGNATURE: {
RECOMMENDATION OF COUNTY ADMINISTRATOR REC16MMENDATION OF BOARD COMMITTEE
`APPROVE OTHER
SIGNATURE (S):
ACTION OF BOARD APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
I 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.
Contact Person:Mike Rutledge,5-4400
CC:CAO,Criminal Justice ATTESTED C t i t 166
. 'a e
Auditor-Controller PHIL.BATCHELOR,CLERK OF THE BOARD OF
Sheriff(for distribution) SUPERVISORS AND COUNTY ADMINISTRATOR
BY YJ. ` G t '^ - DEPUTY