HomeMy WebLinkAboutMINUTES - 05232006 - C.63 TO: Board of Supervisors - _.. Contra
Costa
FROM: Linda Dippel, Director -_ g
� �' County
DATE: May 06, 2006
SUBJECT: New Contract—Integrated Information Systems, Inc. (INTRESYS) C_
SPECIFIC REQUEST(S)OR RECOMMENDATIONS&BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS:
APPROVE and AUTHORIZE the Child Support Services Director, or designee, to execute a contract with
Integrated Information Systems, Inc. (INTRESYS)in the amount of $205,000 to provide specialized automated
customer support for the period May 23, 2006 to June 30,2007.
FINANCIAL IMPACT:
None. The cost of this contract is budgeted within the State's allocation to Child Support Services. There will
be no impact on the General Fund.
REASONS FOR RECOMMENDATIONSBACKGROUND:
The Child Support Application for Services (short form) is 38 pages long. Customers have difficulty
completing the form. Most of the applications are missing information and/or are illegible. Child Support staff
then spend time trying to reach the customer to get the needed information to open a case, slowing down the
case processing.
The vendor Intresys has an on-line service with 38 of the California Superior Courts called TurboCourt that
assists customers in completing complex legal forms. Intresys can develop the Child Support Application for
Services into an interactive form on their web site. This will greatly enhance the customers' ability to complete
the form and provide the Child Support office with a form that is legible and complete,thereby speeding case
opening, improving customer service and enabling more customers to be served.
This project has been pre-approved by the state Department of Child Support Services.
CONSEQUENCES OF NEGATIVE ACTION:
The Department of Child Support Services has the funds and state approval to complete this project this fiscal
year and the funds will not be available again next fiscal year.
CONTINUED ON ATTACHMENT:_YES SIGNATURE:
COMMENDATION OF COUNTY ADMINISTRATOR _RECOMMENDATION OF BOARD COMMITTEE
--APPROVE _OTHER
SIGNATURE(S):
ACTION OF BOAL ON APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A TRUE
XUNANIMOUS(ABSENT AND CORRECT COPY OF AN ACTION TAKEN
AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD
ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN.
ATTESTED QZ
Contact: Linda Dippel,D recror,DCSS(3-4455) JOHN CULLEN, RK OF THE BOARD OF
cc: Auditor-Controller SUPERVISORS AND COUNTY ADMINISTRATOR
DOSS,Attn:David Kincaid
CAO-Justice,Attn:Jennifer Deadman
BY O DEPUTY
.............. ..
Contra Crista County STANDARD C N'T`RA.CT Number
Standard Form L-1 (Purchase of Services = Long Form)
Revised 2002
9. Leal Authority. This Contract is entered into under and subject to the following legal authorities:
Government Code Sections 26227 and 31000.
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY.OF.CONTRA COSTA,CALIFORNIA
BOARD OF SUPERVISORS ATTEST: Clerk of the Board of Supervisors
By U1ML�
flallj,dIkn By.�_
Chairma esignee Deputy
CONTRACTOR
Name of business entity Name of business entity
By
(Signature of individual or officer) By
(Signature of individual or officer)
(Print name and. title A, if applicable) --
(Print name and title B, if applicable)
Note to Contractor: For Corporations (profit or nonprofit),the contract must be signed by two officers. Signature A must be that of the
president or vice-president and Signature B must be that of the secretary or assistant secretary(Civil Code Section.1190 and Corporations
Code Section 313). All signatures must be acknowledged as set forth on Form L-2.
L-1 (Page 2 of 2)
Contra Costa County STANDARD'CONTRACT Number
Standard Form L-1 Wurchage of Serviceg - Long Form)
Revised 2002
9. Legal Authority. This Contract is entered into under and subject to the following legal authorities:
Government Code Sections 26227 and 31000.
10. Sienatures. These signatures attest the parties' agreement hereto:
COUNTY OF.CONTRA COSTA,.CALIFORNIA°
BOARD OF SUPERVISORS ATTEST: Clerk of the Board of Supervisors
By JQflofl4ianBy
ChairmaAfflesignee Deputy
CONTRACTOR
Name of business entity Name of business entity
By
(Signature of individual or officer) By
(Signature of individual or officer)
(Print name and title A, if applicable)
(Print name and title B, if applicable)
Note to Contractor: For Corporations(profit or nonprofit), the contract must be signed by two officers. Signature A must be that of the
president or vice-president and Signature B must be that of the secretary or assistant secretary(Civil Code Section 1190 and Corporations
Code Section 313). All signatures must be acknowledged as set forth on Form L-2.
L-1 (Page 2 of 2)
Contra Cbsta County APPROVALS/ACKNOWLEDGMENT Number
'Standard Form L-2 (Purchase of Services - Long Form)
Revised 2002
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
COUNTY COUNSEL
By: By:
P'TVDesignee Deputy
APPROVED: COUNTY ADMINISTRATOR
By:
Designee
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
ss.
COUNTY OF CONTRA COSTA )
On , before me,
insert name and title of the officer), personally appeared
personally known to me (or proved to me on the'basis
of satisfactory evidence) to be the persons) whose names) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS MY HAND AND OFFICIAL SEAL.
(Seal)
Signature
ACKNOWLEDGMENT(by Corporation,Parmership,or Individual)
(Civil Code§1189)
L-2 ( Page 1 of 1)
Contra Costa County PAYMENT PROVISIONS Number
Standard Form P-1 (Fee Basis Contracts = Long acid Short Form)
Revised 2002
1. Payment Amounts. Subject to the Payment Limit of this Contract and subject to the following Payment
Provisions,County will pay Contractor the following fee as full compensation for all services,work,expenses
or costs provided or incurred by Contractor:
[Check one alternative only.]
❑ a. $ monthly, or
❑ b. $ per unit, as defined in the Service Plan, or
❑ c. $ after completion of all obligations and conditions herein.
® d. Other: As provided for in the attached "Service Plan".
2. Payment Demands.Contractor shall submit written demands for payment on County Demand Form D-15
in the manner and form prescribed by County. Contractor shall submit said demands for payment no later
than 30 days from the end of the month in which the contract services upon which such demand is based
were actually rendered. Upon approval of payment demands by the head of the County Department for
which this Contract is made, or his designee, County will make payments as specified in Paragraph 1.
(Payment Amounts) above.
3. Penalty for Late Submission. If County is unable to obtain reimbursement from the State of California as a
result of Contractor's failure to submit to County a timely demand for payment as specified in Paragraph 2.
(Payment Demands) above, County shall not pay Contractor for such services to the extent County's
recovery of funding is prejudiced by the delay even though such services were fully provided.
4. Right to Withhold. County has the right to withhold payment to Contractor when, in the:opinion of
County expressed in writing to Contractor, (a) Contractor's performance,in whole or in part,either has not
been carried out or is insufficiently documented, (b) Contractor has neglected, failed or refused to furnish
information or to cooperate with any inspection, review or audit of its program, work or records, or (c)
Contractor has failed to sufficiently itemize or document its demands) for payment.
5. Audit Exceptions. Contractor agrees to accept responsibility for receiving, replying to, and/or complying
with any audit exceptions by appropriate county, state or federal audit agencies resulting from its
performance of this Contract. Within 30 days of demand, Contractor shall pay County the full amount of
County's obligation,if any,to the state and/or federal government resulting from any audit exceptions,to the
extent such are attributable to Contractor's failure to perform properly any of its obligations under this
Contract.
Initials•
Contractor County Dept.
Form P-1 (Page 1 of 1)
Contra Costa County SERVICE PLAN OUTLINE Number
Standard:Form L-3 (Purchase of Services—Long Form)
Revised 2002
SERVICE PLAN
1. Services: Please see the attached Budgetary Cost Estimate, dated as of July 18, 2005,.and
prepared by INTRESYS for Contra Costa County DCSS (the "Proposal"). The Proposal is
designed to customize and implement the TurboCourt Hosted ASP Solution(the"Services").
for use by the clients of Contra Costa County DCSS (the "County"). The Services include.
both a customization element("Customization"),which will tie the TurboCourt website
system (the"System").into the County's network,.and an annual hosting fee that provides for.
INTRESYS assurance of the System's availability, operation, and upgrades on INTRESYS'
remote,proprietary website(the "Website").
2. Population to be served: All potential persons who.might file any child support cases with
the County.
3. Criteria for receipt of services:..The System will be available online at the Website to persons
needing to make certain specific.filings.with the County,which filings are listed on
Appendix A of the Proposal(the"DCSS Filings"),
4. Location and description of service.facility:. The System will be hosted by INTRESYS on:its
Website at its own remote location and will be available to.any person with access to a
computer with internet access and a printer.
5. Time service is to.be provided: The System is automated and will be available 24 hours.per
day, 7 days per week.
6. Performance standards.and goals:. Please see the Proposal, attached hereto.as Exhibit A and
incorporated herein and made a part hereof by this reference.
7. Service units: 365 service days per year.
8. State or federal statute or regulation: The Service will post the forms, all of which will
comply with applicable California statutes and regulations, such that any person using the
Service will be provided with the most up-to-date forms.
Initials:
Contractor . County Dept.
Page 1 of 2
Contra Costa County SERVICE PLAN OUTLINE Number
Standard Form L-3 (Purchase of Services—Long Form)
Revised 2002
SERVICE PLAN
Payment Provisions:
1. The Contractor is to receive$50,000 upon execution of this agreement; $75,000 upon
completion of the Customization (as such term is defined in Section 1 of the Service Plan) to
County's satisfaction; $60,000 upon County testing the System and its operation according to.the
documentation; and $20,000 when the System "goes live".for use by the public.
Initials:
Contractor County Dept.
Page 2 of 2
Contra Costa County Number
Standard Form L-4
Revised 2002 SPECIAL CONDITIONS
(Purchase of Services -Long Form)
1. Incorporation of Defined Terms. Standard Form L-5 incorporates by reference the defined terms
contained in all other documents executed between the County and Contractor relating to the Contract.
2. License Grant Relating to.System.
a. License to.Use System. In consideration of the fees paid by the County and subject to the terms
and conditions in this contract, Contractor grants County and those persons needing to make DCSS
Filings with the Contra Costa County Department of Child Support Services("County"), a non-
transferable, non-assignable, non-exclusive right and license to access and use the System within the
scope of the Customization on the Website, in object code form, to serve the internal needs of the
Contra Costa County Department of Child Support Services operations and administrative functions at
the Contra Costa County Department of Child Support Services during the term of this Contract.
b. Protection of Contractor.Property. County agrees to take all reasonable steps to protect
Contractor's System and Website from unauthorized copying or use. The source and object code of the
software contained within the System on the Website represents and embodies trade secrets of
Contractor or its licensors. No source or object code or such trade secrets are licensed to County and
any modification, addition, or deletion thereto is strictly prohibited.
C. Copies and Adaptations. County may not make or authorize the making of copies of the
software contained within the.System on the Website.
d. Ownership. Ownership and title to the System and Website(including any corrections,updates,
adaptations, enhancements or copies) shall be held by Contractor and its licensors. Only the license and
right to access the System on the Website is purchased hereunder by County. Contractor hereby
represents and warrants that it has the right to grant a license to the System and the Website to County.
3. Customization.
a. Scope. Contractor will use reasonable commercial efforts to perform the Customization for the:
County. Any services that County may wish to have undertaken by Contractor that fall outside the
scope of the Services within the Proposal shall be subject to a separate, mutually acceptable written
agreement between the parries. County shall make available in a timely manner, at no charge to
Contractor,all technical data, computer facilities, files,documentation or other information and
resources required by Contractor for the performance of the Customization. County will be responsible
for, and assumes the risk of any problems resulting from the content, completeness, accuracy and
consistency of all such data, materials and information supplied by County.
b. Carrying Out Customization. Contractor may, at its own expense and in its sole discretion,
employ such individuals,whether employees or contractors, as it deems necessary to perform the
Customization. Contractor(and not County) shall control, direct, and.supervise Contractor' employees
or subcontractors in the performance of the Customization, and may replace or change employees or
subcontractors as required.
C. Good Faith Discussions. Contractor and County agree to act in good faith to fairly discuss and
resolve any conflicts or problems that may arise in connection with performance of the Customization.
Such discussions shall be a condition to any written notice that is provided by County pursuant to
Section 5.a. of the General Conditions.
d. Other Customization. During the term of this contract, Contractor reserves the right to provide
similar Customization for other parties and, except as limited by its confidentiality obligations, nothing
Contra Costa County Number
'Standard Form L-4
Revised 2002 SPECIAL CONDITIONS
(Purchase of Services -Long Form)
in this contract shall be construed or interpreted as restricting Contractor's right to perform such
Customization for others.
e. County.Ownership Rights. County shall own all right, title and interest in and to the documents
provided to Contractor that are placed on the System and to the link to the Website,if any.
f. Correction of Defect. If County alerts Contractor of any Defect during the Warranty Period
described in Section 3(g), County shall have the right to require Contractor to correct the Defect. Upon
notification of a Defect by County,Contractor shall analyze the Defect, advise County of Contractor's
plan to cure the Defect and,within seven(7)days of notification of the Defect,begin to implement the
plan to correct the Defect. Contractor shall use commercially reasonable efforts to correct any Defect
identified by County as soon as possible, all at no additional cost to County. For the purposes of this
Contract, "Defect" shall mean any deficiency in any part of the Customization, as reasonably
determined by County and Contractor and that have a material impact upon the functionality of
Contractor's deliverables or results in any corruption of County data during the Warranty Period.
"Defects"do not include problems that result from County's own system malfunctions, changes or
modifications of the format or look of the forms produced by the Service, or the failure of County-
provided computers for use by petitioners/filers,if any,to meet recommended System configuration
requirements.
g. Limited Warranty.Relating to.Customization. Contractor warrants that the Customization will
be free from Defects for a period of thirty(30)calendar days after the earlier of the use of the
Customization by County or final delivery of the Customization to County(the"Warranty Period").
THE WARRANTIES SET FORTH IN THIS CONTRACT RELATING TO THE CUSTOMIZATION
ARE THE ONLY WARRANTIES GRANTED BY CONTRACTOR WITH RESPECT TO THE
CUSTOMIZATION. CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR
IMPLIED,INCLUDING, BUT NOT LIMITED TO,ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL
CONTRACTOR'S AGGREGATE LIABILITY TO COUNTY FOR ALL DAMAGES, LOSSES AND
CAUSES OF ACTION ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT
CONTRACTOR HAS ACTUALLY RECEIVED FROM COUNTY FOR THE CUSTOMIZATION.
COUNTY'S SOLE REMEDY FOR CONTRACTOR'S FAILURE TO PRODUCE THE
CUSTOMIZATION ACCORDING TO THE PROPOSAL OR FAILURE TO DELIVER THE
CUSTOMIZATION SHALL BE THE RIGHT TO TERMINATE THIS CONTRACT.
4. Warranties Relating to.System.
a. Conformance to Specification. Contractor warrants that the most current versions of the System
substantially conform in all material respects to their published specifications (as corrected from time to
time)when used in the hardware and software environment supported by Contractor and County(through
the Customization). Contractor assumes no responsibility for the use of superseded,outdated,uncorrected,
or modified versions of the System.
b. Remedies. As County's exclusive remedy for any material nonconformity or defect in the System for
which Contractor is responsible,Contractor shall attempt through reasonable commercial effort to correct or
cure such nonconformity or defect. Contractor shall not be obligated to correct,cure or otherwise remedy
any such nonconformity or defect if County has made any unauthorized changes whatsoever or has misused
or damaged the System in any respect or if County has not reported to Contractor the specific existence and
nature of such nonconformity or defect promptly in writing upon discovery thereof.
C. Disclaimer of Warranty. NEITHER CONTRACTOR NOR ITS LICENSORS MAKE ANY
Contra Costa County Number
Standard Form L-4
Revised 2002 SPECIAL CONDITIONS
(Purchase of Services- Long Form)
WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS
AGREEMENT WITH RESPECT TO THE SYSTEM. CONTRACTOR AND ITS LICENSORS
EXPRESSLY DISCLAIM AND EXCLUDE ANY AND ALL IMPLIED WARRANTIES OF
MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF
THIRD PARTY RIGHTS. CONTRACTOR AND ITS LICENSORS DO NOT WARRANT THAT THE
SYSTEM WILL SATISFY COUNTY'S REQUIREMENTS OR IS WITHOUT DEFECT OR ERROR OR
THAT ITS OPERATION WILL BE UNINTERRUPTED. COUNTY ASSUMES THE ENTIRE RISK AS
TO THE RESULTS AND PERFORMANCE OF THE SYSTEM.
5. Limitation of Liability.
a. Cumulative Liability Relating to System.THE CUMULATIVE LIABILITY OF CONTRACTOR
AND ITS LICENSORS TO COUNTY FOR ALL CLAIMS RELATED TO THE SYSTEM SHALL NOT
EXCEED THE TOTAL AMOUNT OF ALL HOSTING FEES PAID TO CONTRACTOR HEREUNDER
FOR THE CURRENT LICENSE PERIOD. CONTRACTOR AND ITS LICENSORS SHALL NOT IN
ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR
PUNITIVE DAMAGES EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. CONTRACTOR AND ITS LICENSORS ARE NOT RESPONSIBLE FOR LOST
PROFIT OR REVENUE,LOSS OF USE,LOSS OF DATA,COSTS OF RECREATING LOST DATA,
THE COST OF ANY SUBSTITUTE EQUIPMENT, PROGRAM, OR DATA, OR CLAIMS BY ANY
THIRD PARTY.
b. Allocation of Risk. County acknowledges and agrees that(i)the provisions of this Section 5 allocate
risks under this Agreement between the parties and(ii)Contractor's pricing reflects this allocation of risks
and limitation of liability.
C. Content.County agrees to provide at least ninety(90)days'written notice to Contractor if any of the
information or forms that Contractor places on the System or Website is changed or superseded by new
generations of documents due to new regulations, statutes, or otherwise. NOTWITHSTANDING ANY
PROVISION IN THIS CONTRACT TO THE CONTRARY, COUNTY ACKNOWLEDGES AND
AGREES THAT IT IS RESPONSIBLE FOR ALL CONTENT CONTAINED ON,OR INFORMATION
PROVIDED TO CONTRACTOR IN CONNECTION WITH, THE SYSTEM AND FOR THE
CONSEQUENCES OF USING SUCH CONTENT OR INFORMATION IN CONNECTION WITH THE
SYSTEM. ANY LIABILITY CAUSED BY VIRTUE OF USER INTERACTIONS WITH OR USE OF
CONTENT OR INFORMATION PROVIDED BY COUNTY TO CONTRACTOR FOR USE WITH THE
SYSTEM WILL BE AT COUNTY'S SOLE RISK. COUNTY ACKNOWLEDGES THAT THE SYSTEM
MERELY MANIPULATES,ORDERS AND SUPPLIES SUCH CONTENT AND INFORMATION TO
END USERS. County shall indemnify and defend Contractor against any third party claims arising from or
relating to inaccurate information or content,provided that County is given prompt written notice of such
claim and is given proper and full information,reasonable assistance and sole authority to defend or settle
the claim,in the defense or settlement of the claim.
6. Confidentiality.Notwithstanding anything to the contrary herein,County agrees to keep confidential and
not disclose any confidential information of Contractor,which is(i)the source and object code for the software
that permits Contractor to offer the Services(including any corrections,updates,adaptations,enhancements or
copies), (ii) the materials and manuals provided to County by Contractor that relate to the Services, and (iii)
Contractor's books and records that are open to inspection and audit pursuant to this Contract. In connection
therewith,County agrees that it shall use such care in connection with Contractor's confidential information as it
itself uses to safeguard its own confidential information. Subject to the California Public Records Act
(Government Code Section 6250,et seq.),County agrees that,with the exception of disclosures to independent
contractors and/or auditors engaged by County who are subject to written nondisclosure obligations,attorneys
Contra Costa County Number
Standard Form L-4
Revised 2002 SPECIAL CONDITIONS
(Purchase of Services -Long Form)
engaged by County, and regulators,no third parties shall have access to Contractor's confidential information
without the prior written consent of Contractor,which consent may be given or withheld at Contractor's sole
discretion.
7. Disputes. Notwithstanding Section 9 of the'General Conditions (Form L-5), disagreements between
County and Contractor concerning the meaning, requirements, or performance of this Contract shall first be
subject to a written determination by the head of the County department for which this Contract is made, or;his
designee,or in accordance with the applicable procedures(if any)required by the state or federal government. If
Contractor disputes the same,then the parties agree to engage in nonbinding mediation with a mutually agreeable
mediator. If the parties cannot mediate their dispute,such dispute may be brought in the courts of Contra Costa
County pursuant to the provisions of Section 10 of the General Conditions.
8. Payment for.Services. Upon the effective date of any termination of this Contract, Contractor shall
cease providing any Services to County,County shall cease using the Services provided by Contractor pursuant to
this Contract,and all payment obligations of County through the effective date of termination shall immediately
become due.
.Confra,Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2003
1. Compliance with Law. Contractor shall be subject to and comply with all applicable federal,state and local laws and
regulations with respect to its performance under.this Contract,including but not limited to,licensing,employment and
purchasing practices; and wages,hours and conditions of employment,including nondiscrimination.
2. Inspection. Contractor's performance, place of business and records pertaining to. this Contract are subject to
monitoring, inspection, review and audit by authorized representatives of the County, the State of California, and the
United States Government.
3. Records. Contractor shall keep.and make available for inspection and copying by authorized representatives of the
County, the State of California, and the United States.Government, the Contractor's regular business records and such
additional records pertaining to this Contract as may be required by the County..
a. • Retention of Records. Contractor.shall retain all documents pertaining to this Contract for five years.from the
date of submission of Contractor's final payment demand or final Cost Report;for.any further period that is required
by law; and until all federal/state audits are complete and exceptions resolved for this contract's funding period.
Upon request,Contractor shall make these records available to authorized representatives of the County,the State of
California, and the United States Government.
b. Access to Books and Records of Contractor, Subcontractor. Pursuant to.Section 1861(v)(1) of the Social
Security Act, and any regulations promulgated thereunder, Contractor.shall, upon written request and until the.
expiration of four years after the furnishing of services pursuant to.this Contract,make available to the County,the
Secretary of Health and Human Services,or the Comptroller General,or any of their duly authorized representatives,
this Contract and books,documents,and records of Contractor necessary to certify the nature and extent of all costs
and charges hereunder.
Further, if Contractor carries out any of the duties of this Contract through a subcontract with a value or cost of
$10,000 or more over a twelve-month period,such subcontract shall contain a clause to the effect that upon written
request and until the expiration of four years after the furnishing of services pursuant to such subcontract, the
subcontractor shall make available to the County, the Secretary, the. Comptroller General, or any of their duly
authorized representatives, the subcontract and books, documents, and records of the subcontractor necessary to
verify the nature and extent of all costs and charges thereunder.
This special condition is in addition to any and all other terms regarding the maintenance or retention of records
under this Contract and is binding on the heirs, successors, assigns and representatives of Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550,Contractor shall include in all documents or
written reports completed and submitted to County in accordance with this Contract, a separate section.listing the
numbers and dollar amounts of all contracts and subcontracts relating to the preparation of each such document or written
report. This section shall apply only if the payment limit under this Contract exceeds $5,000.
5. Termination and Cancellation.
a. Written Notice. This Contract may be terminated by either party, in its sole discretion, upon thirty-day
advance written notice thereof to the other, and may be cancelled immediately by written mutual consent.
L-5 (Page 1 of 6)
b. Failure to Perform. County, upon written notice to Contractor, may immediately terminate this Contract
should Contractor fail to perform properly any of its obligations hereunder. In the event of such termination,County
may proceed with the work in any reasonable manner it chooses. The cost to County of completing Contractor's
performance shall be deducted from any sum due Contractor under this Contract, without prejudice to County's
rights to recover damages:
C. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event that federal, state, or other non-
County funding for this Contract ceases, this Contract is terminated without notice.
6. Entire Aereement. This Contract contains all the terms and conditions agreed upon by the parties. Except as
expressly provided herein,no other understanding,oral or otherwise,regarding the subject matter of this Contract shall be
deemed to exist or to bind anyy of the parties hereto.
7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures and budgets
required by this Contract,including but not limited to,monitoring,evaluating,auditing,billing,.or regulatory changes,.may
be developed and set forth in a written Informal Agreement between Contractor and County. Informal Agreements shall
be designated as such and shall not be amendments to this Contract except to the extent that they further detail or clarify
that which is already required hereunder. Informal Agreements.may not enlarge in any manner the scope of this Contract,
including any sums of money to be paid Contractor as provided herein.. Informal Agreements may be approved:and signed
by the head of the county department for which this Contract is made or its designee.
8. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written document executed by
Contractor and the Contra Costa County Board of Supervisors or,after Board approval,by its designee,subject to any
required state or federal approval..
b. Administrative Amendments.. Subject to the Payment Limit,the Payment Provisions and the Service Plan may
be amended by a written administrative amendment executed by Contractor and the County Administrator. (or
designee), subject to any required state or federal approval,provided that such administrative amendment may not
materially change the Payment Provisions or.the Service Plan.
9. Disputes. Disagreements between County and Contractor concerning the meaning,requirements,or performance of
this Contract shall be subject to final written determination by the head of the county department for which this Contract
is made, or his designee, or in accordance with the applicable procedures (if any) required by the state or federal
government..
10. Choice of Law and Personal Jurisdiction..
a. This Contract is made in Contra Costa County and shall be governed and construed in accordance with the laws
of the State of California.
b. Any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County,
State of California.
11. Conformance with Federal and State Regulations and Laws. Should federal or state regulations or laws touching
upon the subject of this Contract be adopted or revised during the term hereof,this Contract shall be deemed amended to
L-5 (Page 2 of 6)
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2003
assure conformance with such federal or state requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General Conditions,inspections or approvals,or
statements by any officer, agent or employee of County indicating Contractor's performance or any part thereof complies
with the requirements of this Contract,or acceptance of the whole or any part of said performance,or payments therefor,
or any combination of these acts,shall not relieve Contractor's obligation to fulfill this Contract as prescribed;nor shall the
County be thereby estopped from bringing any action for.damages.or enforcement arising from any failure to comply with
any of the terms and conditions of this Contract.
13. Subcontract and Assignment. This Contract binds the heirs,successors,assigns and representatives of Contractor.
Prior written consent of the County Administrator orhis designee, subject to any.required state or federal approval, is
required before the Contractor may enter into.subcontracts for anyy work contemplated under this Contract,or before the
Contractor may assign this Contract or monies due or to become due, by operation of law or otherwise.
14• Independent Contractor Status. This Contract is by and between two independent Contractors and is.not intended
to,and shall not be construed to create the relationship between the parties of agent,servant,employee,.partnership,joint
venture or association.
15. Conflicts of Interest. Contractor,its officers,partners,.associates,agents,and employees,shall not make;participate
in making, or in any way attempt to use the position afforded them by this Contract to.influence any governmental
decision in which they know or have reason to know they have a financial interest under California Government Code
Sections 87100, et seq., or otherwise.
16. Confidentiality..Contractor agrees to comply and to require its officers,partners,.associates,.agents and employees to
comply with all applicable state or federal statutes or regulations respecting confidentiality,including but not limited to,
the identity of persons served under this Contract, their records, or services provided them, and assures that:
a. All applications and records concerning any individual made or kept by Contractor or any public officer.or
agency in connection with the administration of or relating to services provided under this. Contract will be
confidential, and will not be open to examination for any purpose not directly connected with the administration of
such service.
b. No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving
services,except as may be required in the administration of such service. Contractor agrees to inform all employees,
agents and partners of the above provisions, and that any person knowingly and intentionally disclosing such
information other than as authorized by law.may be guilty of a misdemeanor.
17. Nondiscriminatory Services. Contractor agrees that all goods and services under this Contract shall be available to
all qualified persons regardless of age, sex, race,religion, color, national origin, ethnic background, disability, or sexual .
orientation, and that none shall be used, in whole or in part, for religious worship or instruction.
18. Indemnification. Contractor shall defend,indemnify,save,and hold harmless County and its officers and employees
from any and all claims, costs and liability for any damages, sickness, death, or injury to person(s) or property, including
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Contractor
County Dept.
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2003
without limitation all consequential damages,from any cause whatsoever arising directly or indirectly from or connected
with the operations or services of Contractor or its agents, servants, employees or subcontractors hereunder, save and
except claims or litigation arising through the sole negligence or sole willful misconduct of County or its officers or
employees. Contractor.will reimburse County for any expenditures,including reasonable attorneys'fees,County may make
by reason of the matters that are the subject of this indemnification,and,.if requested by County,will defend any claims or
litigation to which this indemnification provision applies at the sole cost and expense of Contractor.
19. Insurance...During the entire term of this Contract and any extension or modification thereof,Contractor shall keep
in effect insurance policies meeting the following insurance requirements unless otherwise expressed in ;the Special
Conditions:
a. Liability Insurance. For all contracts where the total payment limit of the contract is $500,000 or less,
Contractor shall provide comprehensive liability insurance, including coverage for owned and non-owned
automobiles,with a minimum combined single limit coverage of$500,000 for all damages,including consequential
damages, due to bodily injury, sickness or disease, or death to.any person or damage to or destruction of property,
including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include County.
and its officers and employees as additional insureds as to all services performed by.Contractor under this:,agreement..
Said policies shall constitute primary insurance as to 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.Contractor's insurance policy or.policies. For all contracts where the
total payment limit is above $500,000, the aforementioned insurance coverage to be provided by Contractor shall
have a minimum combined single limit coverage of$1,000,000,and Contractor shall be required to provide County
with a copy of the endorsement making the County an additional insured on all general liability, worker's
compensation, and, if applicable,. all professional liability insurance policies as required herein no later than the
effective date of this Contract.
b. Workers'Compensation. Contractor shall provide workers'compensation insurance coverage for its employees.
C. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s) of insurance
evidencing liability.and worker's compensation insurance as required herein no later than the effective date of this
Contract..If the Contractor should renew the insurance policy(ies) or acquire either a new insurance policy(ies).or
amend the coverage afforded through an endorsement to the policy at any time during the term of this Contract,then
Contractor shall provide (a) current certificates) of insurance.
d. Additional Insurance Provisions. The insurance policies provided by Contractor shall include a provision for
thirty (30) days written notice to County before cancellation or material change of the above specified coverage.
20. Notices. All notices provided for by this Contract shall be in writing and may be delivered by deposit in the United
States mail, postage prepaid. Notices to County shall be addressed to the head of the county department for which this
Contract is made. Notices to Contractor shall be addressed to the Contractor's address designated herein. The effective
date of notice shall be the date of deposit in the mails or of other delivery, except that the effective date of notice to
County shall be the date of receipt by the head of the countyy department for which this Contract is made.
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Contractor County Dept.
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services -Long Form)
Revised 2003
21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General Conditions,the
Special Conditions (if any) and Service Plan do not limit any term of the General Conditions.
22. Nonrenewal. Contractor understands and agrees that there is no representation,implication,or understanding that
the services provided by Contractor under this Contract will be purchased by County.under a new contract following
expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure to
continue purchasing all or any such services from Contractor.
23. Possessory Interest. If this Contract results.in Contractor having possession of, claim or right to.the possession of
land or improvements,but does not vest ownership.of the land or.improvements in the same person, or if this Contract
results in the placement of taxable improvements on tax exempt land (Revenue &Taxation Code Section:107), such
interest or improvements may represent a possessory interest subject to.property tax,and Contractor may be subject to the
payment of property taxes levied on such interest. Contractor agrees. that this. provision complies with the notice
requirements of Revenue&Taxation Code Section 107.6,and waives all rights.to further notice or to damages under that
or any comparable statute.
24. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services under this Contract may provide
some aid or assistance to members of the County's population,it is not the intention of either.County or Contractor that
such individuals occupy the position of intended third-party beneficiaries of the obligations.assumed by either party to this
Contract.
25. Copyrights and Rights in Data. Contractor shall not publish or transfer any materials.produced or resulting from
activities supported by this agreement without the express written consent of the County Administrator. If any material is
subject to copyright,County reserves.the right to copyright,and Contractor agrees not to copyright,such material.. If the
material is copyrighted,Countyy reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,and use
such materials,in whole or in part, and to authorize others to do so.
26. Endorsements. Contractor shall not in its capacity as a contractor with Contra Costa County publicly endorse or
oppose the use of anyy particular brand name or commercial product without the prior approval of the Board of Supervisors.
In its County contractor capacity,Contractor shall not publicly attribute qualities or lack of qualities to a particular brand
name or commercial product in the absence of a well-established and widelyy accepted scientific basis for such claims or
without the prior approval of the Board of Supervisors. In its County contractor capacity,Contractor shall not participate
or appear in any commercially produced advertisements designed to promote a particular brand name or commercial
product,even if Contractor is not publicly endorsing a product, as long as the Contractor's presence in the advertisement
can reasonably be interpreted as an endorsement of the product by or on behalf of Contra Costa County. Notwithstanding
the foregoing,Contractor may express its views on products to other contractors,the Board of Supervisors,County officers,
or others who may be authorized by the Board of Supervisors or by law to.receive such views.
27. Required Audit. (A) If Contractor is funded by$500,000 or more in federal grant funds in any fiscal year ending
after December 31, 2003 from any source, Contractor shall provide to County at Contractor's expense an audit
conforming to the requirements set forth in the most current version of Office of Management and Budget Circular A-
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Contractor County Dept.
' Cbntrp Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2003
133. (B) If Contractor is funded by less than$500,000 in federal grant funds in any fiscal year ending after December
31, 2003 from any source, but such grant imposes specific audit requirements; Contractor shall provide to County an
audit conforming to.those requirements. (C) If Contractor is funded by less than$500,000.in federal grant funds in
any fiscal year ending after December 31, 2003 from any source, Contractor is exempt from federal audit requirements
for
that year, however, Contractor's records must be available for and an audit may be required by, appropriate officials of
the federal awarding agency, the General Accounting Office (GAO), the pass-through entity and/or the County. If
any such audit is required, Contractor shall provide County with such audit..With respect to the audits specified in
(A), (B) and (C) above, Contractor is solely responsible for arranging for the conduct of the audit,,and for its cost..
County may withhold the estimated cost of the audit or 10 percent of the contract amount, whichever is larger, or the
final payment, from Contractor until County receives the audit from Contractor.
28. Authorization. Contractor, or the representative(s).signing this Contract on behalf.of Contractor, represents and
warrants that it has full power and authority to enter into this Contract and perform the obligations herein.
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Contractor County Dept.
Contta Costa County STANDARD CONTRACT Number
Standard Form L-1 (Purchase of Services - Long Form) Fund/Org# 1780
Revised 2002 Account #
2310
Other #
1. Contract Identification.
Department: Child Support Services
Subject: On-Line forms for customer support
2. Parties. The County of Contra Costa, California (County), for its Department named above; and the
following named Contractor mutually agree and promise as follows:
Contractor: Integrated Information Systems, Inc. ("INTRESYS")
Capacity: Corporation
Address: 990 Industrial Road, Suite 204, San Carlos, CA 94070
3. Term. The effective date of this Contract is May 23, 2006. It terminates on lune 30, 2007 unless sooner
terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed
$ 205,000.00.
5. County's Obligations. County shall make to the Contractor those payments described in the Payment
Provisions attached hereto which are incorporated herein by reference,subject to all the terms-and conditions
contained or incorporated herein.
6. Contractor's Obliizations. Contractor shall provide those services and carry out that work described in the
Service Plan attached hereto which is incorporated herein by reference,subject to all the terms and conditions
contained or incorporated herein.
7. General and Special Conditions. This Contract is subject to the General Conditions and Special Conditions
(if any) attached hereto, which are incorporated herein by reference.
8. Project. This Contract implements in whole or in part the following described Project, the application and
approval documents of which are incorporated herein by reference:
NIA
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