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HomeMy WebLinkAboutMINUTES - 05012007 - C.56 (2) sE L Contra TO: BOARD OF SUPERVISORS FROM: Stephen L. Weir, County Clerk-Recorder ;,;;n- =z Costa ~' DATE: May 1, 2007 ``�----__ =_--=��` County ST'4 COUIy'� SUBJECT: APPROVE AND AUTHORIZE a contract with SOE Software to create and maintain an online training platform for Contra Costa County Election Officers RECOMMENDATION(S)AND BACKGROUND AND JUSTIFICATION RECOMMENDATION: APPROVE AND AUTHORIZE the Clerk-Recorder, or designee, to execute a contract with SOE Software Corporation not to exceed $215,808 to create and maintain an online training platform for Contra Costa County Election Officers for the period starting April 15, 2007 and ending April 15, 2012. FINANCIAL IMPACT: The software license, implementation and on-line hosting are $117,953. The annual software assurance and maintenance which covers the system through April 15, 2012 is $97,855. Contra Costa is eligible for grant funding through the Federal Help America Vote Act (HAVA) to meet new voting system requirements. This grant funding expires on June 30, 2007, at which time Contra Costa's unspent allocation will revert back to the Secretary of State. REASONS FOR RECOMMENDATION/BACKGROUND: The custom online training platform will provide supplemental training and review opportunities for persons serving as Election Officers at polling places as well as the Roving Inspectors who assist with Election Day issues. The online platform will allow for detailed information to be conveyed in a multimedia eLearing environment allowing the user to focus on the content. Users will be able to review materials and refresh on different modules at their own speed. Assessment information will be available to Elections Division staff to assist in position placements and in determining curriculum areas that will require extra emphasis during the hands-on training classes. CONSEQUENCES OF NEGATIVE ACTION: Not approving this contract will result in Contra Costa loosing the benefit of$215,808 of Federal Funding to improve the training of Election Officers and Roving Inspectors serving voters at the polls. The funding will revert to the State to be used for their purposes. CONTINUED ON ATTACHMENT: ❑ Yes SIGNATURE: jn�A Candy z, ist t Registrar RECOMMENDATION OF COUNTY ADMINISTRATOR _ RECOMMENDATION OF BAF MMITTEE APPROVE OTHER SIGNATURE(S): ACTION ON BOA N APPROVED AS RECOMMENDEDA OTHER VOTE OF SUPERVISORS: I HEREBY CERTIFY THAT THIS IS A TRUE AND UNANIMOUS (ABSENT: CORRECT COPY OF AN ACTION TAKEN AND AYES: NOES: ENTERED ON THE MINUTES OF THE BOARD OF ABSENT: ABSTAIN: SUPERVISORS ON THE DATE SHOWN. ATTESTED: hAs n e, t \00P,7 JOHN CUCErN,CLERK OF THE BOARD OF SUPERVISORS AND COUNTY ADMINI TRATOR BY: --© �� cc: Elections Office DEPUTY T CADocuments and Settings\dcoop\My Documents\My Files\WP Files\ADMIN\FORMS\Contracts\SOE\BoardOrdef_SOE_EO Training_2007.doc �-ontra Costa County STANDARD CONTRACT Number Stan'dard Form L,1 (Purchase of Services-.Long Form) Fund/Org# '� 3 S- Revised 2002 Account# .2, -:Z S- Other # copy 5 (0 1. Contract Identification. Department: County Clerk-Recorder/Recistar of Voters Subject: Clarity Training Online Election Worker Training Platform 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: SOE Software Corporation Capacity: Corporation Address: 500 North West Shore Blvd., Suite 300,Tampa, FL 33609 3. Term. The effective date of this Contract is Anril 15, 2007. It terminates on April 15, 2012 unless sooner terminated as provided herein. 4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed $ 215,808.00. 5. County's Oblieations. County shall make to the Contractor those payments described in the Payment Provisions attached hereto which are incorporated herein by reference,subject to all the terms and conditions contained or incorporated herein. 6. Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan attached hereto which is incorporated herein by reference,subject to all the terms and conditions contained or incorporated herein. 7. General-and-Special Conditions:This Contract,is subject to the General Conditions and Special-Conditions (if pecial-Conditions(if any) attached hereto, which are incorporated herein by reference. 8. Proiec . This Contract implements in whole or in part the following described Project, the application and approval documents of which are incorporated herein by reference: Contractor will create and maintain an online training platform for Contra Costa County Election Division employees. The following documents are attached and made part of this Contract: Payment Provisions,Attachment 1, Service Plan,Attachment 2, General Conditions, Software License Agreement and its Schedule A, Schedule B, Schedule C, Schedule D,Annual Software Assurance and Support Agreement. L-1 (Page 1 of 2) Contra,Costa County STANDARD CONTRACT Number Standard Form L-1 (Purchase of Services-Long Form) Revised 2002 9. Legal Authority. This Contract is entered into under and subject to the following legal authorities: California Government Code section 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 Chairmah/Designee Deputy CONTRACTOR Name of business erwity 150 F— ame of business entity By By (Signature of i ividual or officer) (Sigliatuic of individual or offlucl) f5 -7s-t-W Gov (Printname 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 APPROVALS/ACKNOWLEDGMENT Number Standard Form L,2 (Purchase of Services-Long Form) Revised 2002 APPROVALS RECOMMENDED BY DEPARTMENT FORM APPROVED COUNTY COUNSEL By: By: Deputy APPROVED: COUNTY ADMINISTRATOR By: Designee ACKNOWLEDGMENT STATE OF CALIFORNIA ss. COUNTY OF CONTRA COSTA On k(t-tc... l 2007 before me, G -J'. FIZAT�(-L-O (f IF 0 insert name and fide 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 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) SlgnaMre ACKNOWLEDGMENT(by Corporation,Partnership,or Individual) (Civil Code 1189) MICHELLE J.MARAN Notary Public- State of Florida My Commission Expires Feb 8,2011 Commission # DD 638422 $onoed R"*"ationak Notary Assn.. L-2 ( Page 1 of 1) Contra Costa County PAYMENT PROVISIONS Number Standard Form P-1 (Fee Basis Contracts-Long and Short Form) Revised 2002 1. Payment Amounts. Subiect 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 F-1 b. $ per unit, as defined in the Service Plan, or EJ c. $ after completion of all obligations and conditions herein. Z d. Other: See Attachment 1. 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. Rj&t 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 demand(s) for payment. 5. Audit Exceptions-.- Contractor Agees 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 perforin properly any of its obligations under this Contract. Initials: Contractor County Dept. Form P-1 (Page 1 of 1) Payment Provisions: Attachment 1 Item Payment Amount Software License and online platform hosting. $ 97,853 Annual Software Assurance and Support Year 1 $ 19,571 Implementation $ 17,100 Travel Actual expenses, not to exceed $ 3,000 Annual Software Assurance and Support Year 2 $ 19,571 Annual Software Assurance and Support Year 3 $ 19,571 Annual Software Assurance and Support Year 4 $ 19,571 Annual Software Assurance and Support Year 5 $ 19,571 Payment Terms 50% Payment for License Software is due and payable within 15 days of agreement execution. 25% Payment for License Software is due and payable within 30 days of agreement execution. 25% Payment for License Software is due and payable within 60 days of agreement execution. Other Implementation payment is due and payable upon completion of Implementation in accordance with the implementation plan specified in Schedule B. Actual travel expenses will be billed when incurred. SERVICE PLAN Contractor shall provide the following services: 1. License to County the software specified in the Software License Agreement, its Schedule A, and the published software specifications (the "Software"). 2. Customize the Software to create an online training platform for Contra Costa County Election Division employees, as specified in Schedule A. 3. The online training platform shall be created and software installed on County computers located in the Election Division (the "Implementation")in accordance with the implementation plan specified in Schedule B. Contractor shall complete all services specified in Schedule B in accordance with the timelines specified in Schedule B. Any modifications to the time schedule must be mutually agreed to in writing and signed by authorized representatives from Contractor and County. 4. Install and host the customized online training platform on Contractor's server or servers, in accordance with the specifications in Schedule C. The installation shall be deemed complete upon the delivery by Contractor to County of the County's password and login information, enabling County Election Division employees to access the online training platform from County computers located in the Election Division. Contractor will monitor all equipment owned or controlled by Contractor to verify compliance with the performance standards specified in Schedule C. 5. Provide and install all software required to allow all Election Division employees to access the online training platform from County computers. 6. Provide all services specified in Attachment 2. 7. Provide all maintenance services specified in the Annual Software Assurance and Support Agreement. SERVICE PLAN: ATTACHMENT 2 SOE Software Corporation shall provide SOE Software Clarity Training — online training platform system. Contractor shall provide the following services: 1. System Features The system provided by SOE shall include the following: a. SOE shall be an application service provider(ASP). b. The system shall be designed to support the latest internet protocols that users will not be required to use specific hardware and software to connect to and use the proposed system. c. The system will be able to run in a mission-critical environment and operate 24- hours a day, seven days a week. d. SOE shall provide a help desk capable of providing technical assistance to the County. 2. System Support a. SOE shall provide appropriate implementation training and training for upgrades and configuration changes. b. SOE shall guarantee the availability of long-term support, for all systems covered under this Agreement, for a minimum of three (3) years from contract start date and at no additional cost, beyond what is contained in the Agreement. 3. Maintenance Service a. SOE shall provide preventative software maintenance during times that minimize interruption of service. b. SOE shall provide software maintenance and service associated with the system. 4. Training SOE shall provide training to key personnel in various roles, including administrators and super-user/trainers. These key personnel will train other County users. 5. Support Services a. SOE shall provide and install SOE's web editor control software in each of the County's PC administrators. The web editor shall allow County administrators complete control of the web content where County can add/edit/delete information, build a test bank, change existing lessons or launch a new course in minutes. The web editor shall also allow the County administrators to manage the entire website from any location and make updates anytime from any internet-enabled PC. b. SOE shall provide for remote monitoring and diagnostics as follows: • 24/7 customer service Hosting support level 1 • On-site 24/7 trained system and network engineers • 24/7 system and network monitoring • Technical support and response resolution levels shall be in accordance with Schedule D. c. SOE shall provide ongoing service and support: 1. Normal Support Hours Technical support business hours are from 5:30 a.m. PST to 6:00 p.m. PST. Technical support can be reached by telephone, email, and via the administrative website. NOTE: In order to complete a support request via the website, an administrative user name and password must be obtained from the account manager at SOE Software, Inc. Telephone: 813-490-7149 Email: soesupport@soesoftware.com Website: http://elearning-soesoftware.com/admin/ 2. After-hours Support SOE Software shall provide after-hours support through our Technical Support Line in accordance with Schedule D. 3. Escalation Process If a support issue has been created and sent to the account manager that requires programming or other technical related support, the account manager will immediately escalate the issue to the development team. See Schedule D for Technical Support Response and Resolution Levels. 4. Historical Frequency of Upgrades Upgrades shall be scheduled every quarter unless an early release is necessitated by a bug-fix. 5. Method for Big Fixes and Patches Bug fixes may be applied to server code, client code, database or any combination of the above. In any case, every effort will be made to minimize customer impact. In most instances, the patches will be applied transparently. 6. User and Technical Documentation User and technical documentation will be provided in the following formats: • PDF Documentation Uploaded Online • RoboHelp Online Documentation • Captivate Movie Files Located Throughout the Platform • Email Newsletter with Tips and Tricks • Dedicated Account Manager for Personal Training 6. Online Training Platform (Clarity Training) system shall provide the following: a. Increase knowledge and comprehension of Election Officers through: • The ability to have up to 50 Modules with the ability to start and stop at any time • Multiple video components, for lecture and online courses — 2 hours of finished product, chaptered for lecture training and digitized for web presentation • Assess and re-educate Election Officers throughout each module • Develop Training program with Customer using current training materials (manuals, video, PowerPoint) • Provide for different leaving styles through on screen text, audible instruction, graphics, etc., produced by SOE b. Promote certification of Election Officers • Reporting of scores and progress through modules • Online certification received at conclusion of assessment of final modules (5 different certification levels) • Phase 1 —Certification of Field Inspectors (minimum) • Ability to produce, report, record and print certification document • Reporting of Assessment at each stage c. Enhance the overall Training Program • Provide for a thorough review and recap at conclusion of training program and/or certification for review • Searchable online tutor for answers to Elections Officers' concerns or questions • Provide companion program to reduce number of classroom hours and associated costs • Delivery Consistent Training • Report Generation • Allow for immediate/comprehensive updates/adjustments to online certification program/content d. Encourage greater participation in the voting process • Help build a tech friendly workforce • Develop online Election Officers application with brief assessment of minimum requirements needed and met • Allow Elections Officers to immediately begin training modules if an application and assessment requirements are met • Blast email or contact our Election Officers prior to each election to begin, finish, continue or recertify program • Online sign up, notification and reminder for hands on portion of training at conclusion of online modules • Training status at each stage of Election Officers progression/certification • Online Voter Education components e. Management Tools • Project Tracking/Timelines • Online Reporting Tool • Available Assessment Tools 7. The online training services provided by SOE shall additionally include: f. Overall communication Strategies, including Message Development g. Training Strategy, Planning, Relocation to web h. Collateral Materials, including copy, design, layout and pre-website publication i. Multi-media Training development, including print materials, videos, website(s), and Internet/electronic communications j. Reports evaluating the results and effectiveness of the activities and services provided k. Ongoing project management and support I. Online security measures and safekeeping of data m. Availability of Full Time Account Manager at SOE n. SOE to convert all documents from PageMaker and Photoshop for functionality o. All new modules and Certification levels to include at least 7 days of beta testing by up to 50 individuals from Customer before being approved and being available to go live. p. SOE will provide at minimum 4 different access levels (1-Administrator, 2- Training Staff, 3-Customer General Line Staff, 4-Beta Testers) q. SOE to provide definition, and agreeable acceptance documents for acceptance of each new module and certification component-prior-to-going live r. SOE must receive approval from Customer and schedule upgrades and bug fixes based on Customer schedules s. All Training from SOE to be done on site at Customer with no limit on number to attend t. SOE has provided timelines in Schedule B. SOE will provide future timelines for each module and certification level that twill be mutually agreed upon between the Customer and SOE prior to each future implementation u. Ability to produce a modified version of training in a DVD and VHS format Contra Costa County GENERAL CONDITIONS Standird Form Lr5 (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 die 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). Contra Costa County GENERAL CONDITIONS Standard Form L,5 (Purchase of Services-Long Form) Revised 2003 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. I c. Cessation of Funding. Notwithstanding Paragraph 5.a.above,in the event that federal,state,or other non-County funding for this Contract ceases, this Contract is terminated without notice. 6. Entire Agreement This Contract contains all the terms and conditions agreed upon by die parties. Except as expressly provided herein,no other understanding,oral or otherwise,regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures and budgets required by this Contract,including but not limited to,monitoring,evaluating,auditing,billing,or regulatory changes,maybe 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 die 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 die 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 Super-visors 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 dre 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 die state or federal governinent. 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. L-5 (Page 2 of 6) Initials: tonit`rZtr County Dept. Contra.Costa County GENERAL CONDITIONS Standard Form L-5 (Purchase of Services-Long Form) Revised 2003 11. Conformance with Federal and State Regulations and Laws. Should federal or state regulations or laws touching upon the subject of this Contract be adopted or revised during the term hereof,this Contract shall be deemed amended to assure conformance with such federal or state requirements. 12. No Waivet 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 die whole or any part of said performance,or payments therefor,or any combination of these acts, shall not relieve Contractors 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 die 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 or his designee, subject to any required state or federal approval, is required before the Contractor may enter into subcontracts for any 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 A 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 die 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, ethiiic 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 without limitation all consequential damages,from any cause whatsoever anisui-igdirect or indirectly from or connected with 1,5 (Page 3 of 6) Initials: Contractor County Dept. Contra Costa County GENERAL CONDITIONS Standard Form L-5 (Purchase of Services-Long Form) Revised 2003 die 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(les)or acquire either a new insurance policy(ies)or amend die coverage afforded through an endorsement to the policy at any time during the term of this Contract, then Contractor shall provide (a) current certificate(s) of insurance. d. Additional Insurance Provisions. The insurance policies provided by 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 die date of deposit in tie mails or of other delivery,except that the effective date of notice to County shall be die date of receipt by the head of the county department for which this Contract is made. 21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General Conditions, die Special Conditions (if any) and Service Plan do not limit any term of the General Conditions. L-5 (Page 4 of 6) Initials: Contract r County Dept. Contra Costa County GENERAL CONDITIONS Standard Form L,5 (Purchase of Services-Long Form) Revised 2003 22. Nonrenewal. Contractor understands and agrees that there is no representation,implication,or understanding tliat 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 1 1 or improvements,but does not vest ownership of the land or improvements in the same person,orif 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 agreementwithoutthe express written consent of ffie 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,County reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,and use such materials, in whole or in part, and to authorize others to do so. 26. Endorsements. Contractor sliall not in its capacity as a contractor with Contra Costa County publicly endorse or oppose the use of any 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 widely 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 designedto-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- 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),die pass-through entity and/or the County. If any L-5 (Page 5 of 6) _1_11111d_ Initials: Con Kact\di County Dept. Contra Costa County GENERAL CONDITIONS Standard Form L-5 (Purchase of Services-Long Form) Revised 2003 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. 1,5 (Page 6 of 6) / Initials: O " Contract r County Dept. SOFTWARE LICENSE AGREEMENT THIS AGREEMENT is entered into between SOE Software Corporation with offices at 500 N. West Shore Blvd., Suite 300, Tampa, FL, 33609 ("LICENSOR") and Contra Costa County, Elections Division, with offices at 524 Main Street, Martinez, CA, 94553 ("CUSTOMER"). 1. LICENSE 1.1. "Software" means the programs listed in Schedule A to this Agreement and any subsequent corrections, versions or enhancements to such programs or documentation which LICENSOR may furnish to CUSTOMER during the term of this Agreement. The term "Software" shall also include any modified or derived versions of the Software created by CUSTOMER or any third party on CUSTOMER's behalf, in accordance with this Agreement. The Software shall at all times remain the sole and absolute property of LICENSOR or its third party vendors. CUSTOMER shall not have any interest in the Software, except for the licenses granted hereunder. The Software is protected by United States and other applicable laws and by international treaty provisions. Any rights not expressly granted herein are reserved to LICENSOR and its third party vendors. 1.2. LICENSOR grants to CUSTOMER a personal, non-exclusive, non-transferable right and license to use the Software during the term of this Agreement solely for CUSTOMER's own internal business usage as long as CUSTOMER maintains its status in good standing as a CUSTOMER of LICENSOR's Annual Software Assurance and Support Agreement and has purchased all requisite licensing fees per paragraph 1.4 of this agreement. LICENSOR warrants that it has the right to grant a license to the Software to CUSTOMER. 1.3. This License shall commence on the date of this Agreement and shall remain in effect until it is terminated as provided herein. CUSTOMER agrees that upon any such termination for any reason, it will immediately return to LICENSOR the Software and all portions and copies thereof and shall discontinue all use of the Software. 1.4. The payment for the Software, which is described in Schedule A hereto, shall be due within 15 days of execution of this Agreement. There shall be added to such fees amounts equal to any taxes, however designated or levied, including without limitation state and local sales and use taxes (but excluding taxes measured on the gross or net income of LICENSOR) paid or payable by LICENSOR in respect hereto but recognizing that the CUSTOMER is a tax-exempt authority. 1.5 The successful party in any cause of action or litigation to enforce the terms of this Agreement shall be entitled to reimbursement from the other party for all reasonable litigation costs and expenses. 2. PROTECTION AND SECURITY OF THE SOFTWARE 2.1. CUSTOMER agrees not-to provide or otherwise make available any of the Software to any person other than (i) employees of CUSTOMER or LICENSOR or (ii) with the prior written approval of LICENSOR, third party consultants or other agents of LICENSOR. CUSTOMER acknowledges that the Software constitutes LICENSOR trade secrets and proprietary properties and that all trade secrets, proprietary rights, and any copyrights in or to the Software shall at all times remain with LICENSOR or its third party vendors. CUSTOMER may make copies of the Software for back-up purposes only. CUSTOMER agrees to include on such copy the same notices or legends of copyright, trade secrets, or proprietary rights, that appear on or in the materials CUSTOMER receives from LICENSOR. 2.2. CUSTOMER agrees not to assign, sub license or otherwise transfer the Software, by operation of law or otherwise, in whole or in part, directly or indirectly. CUSTOMER also agrees to take all appropriate action by instruction, agreement, or otherwise with its employees to satisfy its obligations under this Agreement with respect to limitation of use, and ensuring the continued confidentiality and trade secret status of the Software. CUSTOMER shall-notify LICENSOR in writing of any person or entity Customer Accepted Initials Date obtaining unauthorized knowledge about or making unauthorized use of the Software, as soon as CUSTOMER shall learn of such occurrence. From time to time, LICENSOR may inquire concerning CUSTOMER's compliance with its obligations under this Agreement and may require CUSTOMER to take any additional reasonable protective measures. No employee of CUSTOMER shall be permitted to copy or retain the Software for any purpose except as set forth in this Agreement, and no employee shall be permitted to retain any Software or related documentation after termination of his employment by the CUSTOMER. 2.3. CUSTOMER may not cause or permit the disclosure, copying, renting, licensing, sublicensing, leasing, dissemination or other distribution of the Software by any means or in any form. Except as provided in this subsection (2.3), CUSTOMER may not modify, enhance, supplement, create derivative work from, adapt, translate, reverse engineer, decompile, disassemble or otherwise reduce the Software to human readable form. LICENSOR may at its discretion publish official Application Programming Interfaces (API's) as part of the licensed software. For purposes only of data entry and retrieval, CUSTOMER may utilize these published API's, provided that CUSTOMER's use is in accordance with all of CUSTOMER's API documentation and that CUSTOMER uses only the latest versions which LICENSOR makes available to CUSTOMER. 2.4. The source code for the Software ("Source Code") shall not be disclosed to CUSTOMER. At CUSTOMER's request, LICENSOR shall deposit the Source. Code into a technology escrow agreement ("Escrow Contract") between LICENSOR 'and a source code escrow service at CUSTOMER's expense. CUSTOMER shall have the right to become a designated beneficiary under such Escrow Contract by giving written notice to the source code escrower, with a copy to LICENSOR. LICENSOR shall establish a multi-party escrow account with said escrower containing a copy of the Source Code in accordance with the terms and conditions stated in such Escrow Contract. Among other things, such Escrow Contract shall provide for: (i) updating of the deposit of the Source Code, as the Source Code is revised by LICENSOR from time to time; (ii) release of the Source Code to CUSTOMER upon LICENSOR's insolvency; and (iii) if ever released to CUSTOMER, use of such Source Code by CUSTOMER on a non-exclusive basis for the sole purpose of performing the tasks which would otherwise have been performed by LICENSOR hereunder or under the Annual Software Assurance and Support Agreement. 3. INTELLECTUAL PROPERTY INDEMNIFICATION 3.1. LICENSOR will defend, or will have a third party defend, and CUSTOMER agrees to give reasonable assistance to LICENSOR, any suit brought against CUSTOMER based on a claim that the Software, or any part of it, furnished under this Agreement, infringes the U.S. intellectual property rights of any third party or constitutes a misappropriation of the trade secrets of a third party, if notified promptly in writing of any claim of infringement and given authority, information, and assistance (at LICENSOR's, or such third party's expense) to handle or settle the claim and for the defense of any suit or proceeding, and will pay all damages and costs finally awarded against CUSTOMER. If there_is a claim, or if in LICENSOR's opinion a claim is likely to occur, CUSTOMER agrees to permit LICENSOR (or a third party), at its expense and at its option, either to procure for CUSTOMER the right to continue using the Software, or any part of it, or replace it with a non-infringing product, or modify it so it becomes non-infringing; or if the foregoing cannot be reasonably accomplished, terminate this Agreement and refund a portion of the paid-up license charge based on a three (3) year straight line depreciation. LICENSOR's counsel defending such claim or suit is subject to CUSTOMER's prior written approval. LICENSOR shall not enter into any settlement which imposes liability or restrictions on CUSTOMER without first obtaining CUSTOMER's prior written consent. 3.2. LICENSOR has no obligation or liability under this Article (i) for any claim based on the use of the Software, or parts of it, with equipment, software or devices not delivered by LICENSOR or (ii) when used in a manner for which they were not designed, where such infringement would not have occurred, but for such use; or (iii) where modified by or for CUSTOMER, where such infringement would not have occurred but for such modification. Customer Accepted '5 - 1!T-y-V,7 Initials Date 3.3. This Article 3 constitutes CUSTOMER's sole remedy and LICENSOR's exclusive liability in the event that the Software infringes on the intellectual property rights of third parties or constitutes a misappropriation of the trade secrets of a third party. 4. WARRANTY 4.1. LICENSOR warrants that the Software will function and perform in good working order and in accordance with the published specifications of the Software. If the Software fails, within the first ninety (90) days after its delivery to CUSTOMER, to meet the applicable specifications in its documentation, LICENSOR's sole responsibility shall be to use reasonable commercial efforts to correct the deficiency, in a tmely and workmanlike manner, without additional charge. If LICENSOR cannot correct such deficiency, CUSTOMER's sole remedy and LICENSOR' exclusive liability shall be to refund the amount CUSTOMER paid for such Software. 4.2. CUSTOMER shall not modify data in any database used by the Software except via (1) programs delivered by LICENSOR to CUSTOMER or (2) official Application Programming Interfaces (APIs) published by LICENSOR for such use by CUSTOMER and in accordance with related guidelines published by LICENSOR. Use of APIs shall be in accordance with all documentation and guidelines pertaining to such use. Modification of data in the database by CUSTOMER other than as specified in this paragraph shall invalidate all warranties under this agreement. 4.3 EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, RELATING TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. S. LIMITATIONS OF LIABILITY 5.1. LICENSOR AND ITS THIRD PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES) WHICH CUSTOMER MAY INCUR OR EXPERIENCE ARISING FROM THE SOFTWARE OR ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 5.2. IN NO EVENT SHALL LICENSOR AND ITS THIRD PARTY LICENSORS' AGGREGATE LIABILITY EXCEED THE FEES THEY ARE PAID FOR THE SOFTWARE. 6. GENERAL 6.1. If LICENSOR is engaged by CUSTOMER to provide professional services, then CUSTOMER acknowledges that the assistance and cooperation of CUSTOMER's personnel is essential to satisfactory installation of the Software. Accordingly, CUSTOMER agrees to assign a liaison person who will assist and cooperate with LICENSOR in the installation of the Software, and in the testing of the Software.. LICENSOR may, from time to time, provide to CUSTOMER a progress.-report indicating matters needing greater attention from CUSTOMER's liaison person; CUSTOMER agrees to act promptly on any such recommendations. 6.2. CUSTOMER acknowledges that it has not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement. This Agreement contains the entire Agreement of the parties with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communications between them concerning its subject matter; This Agreement may not be modified other than by a written agreement signed by LICENSOR and CUSTOMER. Terms and conditions as set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, shall not become part of this Agreement unless specifically accepted by LICENSOR in writing. 6.3. If any provisions of this Agreement (or any portion thereof) shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby. Customer Accepted Initials Date 6.4. The headings in this Agreement are intended for convenience of reference and shall not affect its interpretation. 6.5. LICENSOR shall not be liable or deemed to be in default for any delay or failure to perform under this Agreement or for interruption of the services provided by LICENSOR hereunder resulting, directly or indirectly, from any cause beyond LICENSOR's reasonable control. 6.6. CUSTOMER acknowledges that a breach of any provision of this Agreement by CUSTOMER relating to Software will cause LICENSOR irreparable injury and damage and therefore may be enjoined through injunctive proceedings in addition to any other rights or remedies which may be available to LICENSOR at law or in equity. 6.7. All notices or demands under this Agreement shall be deemed to have been duly given if in writing and delivered or mailed to the address of the party being notified set forth in the front page of this Agreement or to such other address as such party shall have specified in writing to the other party hereto. 6.8. No delay or failure of either party in enforcing against the other party any provision of this Agreement, and no partial or single exercise by either parry of any right hereunder, will be deemed to be a waiver of, or in any way prejudice, any right of that party under this Agreement, except no action under this Agreement may be brought by either party more than one (1) year after the claim or cause of action arises. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal by their duly authorized representatives. SOE Software Corporation Contra Costa County Elections l By: By: � r Name: ,- )riz � Name: Title: Title: L) Date: � /�� b � Date: - ox -J? Customer Accepted Initials Date Schedule A The system, software and services will be configured as follows and include the following features: WHAT IS CLARITY TRAINING? • eLearning - Clarity Training is a web-based, interactive, election worker training platform that integrates video, text and graphic instructional material in a manner appealing to the adult learning style which is becoming a standard in government, universities, corporations and everyday learning. C rit Nimble and Flexible-Clarity Training is accessible anytime, anywhere an TRAIfV►gNG Internet connection is available, to anyone issued a secure user identification and password. Elections officials have complete control of the content of the curriculum while the physical hosting of the service is maintained in a secure, redundant, Tier 1 facility. Designed by Elections Officials for Elections Officials- The training courses are tailored to specific Federal, State and Local statutes and procedures, and insure a uniform, consistent and HAVA inspired curriculum is delivered, every time. 'Best practices from other customers are passed along to new customers. What it does: • Community Outreach - Clarity Training supplements the traditional training process: large classroom setting, limited interaction and lack of consistency. In addition to bringing modernized instructional techniques to this training,;the Clarity Training Platform will allow the county to reach out to potential workers who might not have been able to attend classroom training, such as young professionals. • Measured Effectiveness-The platform provides a,means for measuring the effectiveness of training through assessments that support the intent of HAVA legislation. Contra Costa County will be able to document that the training occurred, how well it was assimilated and how beneficial it was to the trainee through feedback surveys. The Impact of Clarity TRAINING • Uniformity-The Clarity Training Platform will ensure a consistently well trained election worker is there to serve the interests of your voters. Any questions about the adequacy of their training will be addressed by the many reports available within the system, down to the individual level. • Productivity- Instead of adding personnel to manage the election worker training program with the attendant scheduling of students, instructors and facilities, the software solution provides all of the administration. • Comprehensive—The benefits of Clarity TRAINING include; lower cost per election, consistent training delivery and full accountability and auditable process from curriculum development to presentation of the certificate of training. COUNTY REQUIREMENTS Project definition SOE Software's Election Worker training base content is currently modeled from Counties Election Officer's procedures manuals. Below is the base project definition: State-compliant - County Sponsored On-line Learning Platform: • Converting current training curriculum into educational, entertaining multimedia eLearning content • The ability to provide compelling educational content to keep learner engaged and aid in the retention of course material • A rules based security/administration model for displaying appropriate training content based on the role of the personnel • Ability to customize content,text, graphics and media elements • Extensive and customized automated compliance reporting system • Surveys, polls and testimonials to encourage adoption • The ability to post upcoming events and have the ability to administer the information • An area where election administrators and inspectors can apply on-line • A Frequently Asked Questions (FAQ) section enhances the support of temporary workers during an election • Blast e-mail capability to send e-mails to election worker database for future communication An area for internet links to sites containing additional information, references or forms • Calendar—reminders for key election events, to do's and related date specific activities • Threaded discussion groups—giving learners ability to raise questions or discussion topics • Certification —ability to print out Election Worker Certifications Platform Reporting: A sampling of available reports that can be accessed at anytime: • Assessment Results -this is a report of completed assessments. It lists the Lesson containing the exercise, the date the assessment was taken,the total elapsed time to complete the course and the score achieved • Learner Profile-this report lists Learner Profile information: name, email, phone, function and date added • Registered Courses -this report lists the courses a learner is registered for, the last login date, completion status, the learner's username and password • Date& Time Report-this report lists the learner's registered courses, the required date of completion and the learner's completion date • Detail Report -this report is similar to the date report, but also lists bookmark data and number of exercise submittals • Status Report-this report lists the status of Course Completion by Learner. State,-County or City.Compliance-display a breakdown of overall course.compliance for each entity • Incomplete Course Report- display courses not completed by an individual student grouped by county, city or township • Leaner Compliance- display courses completed by an individual learner, lists course completion date and grade obtained • Course Compliance- display compliance for an individual course grouped by job function or department LENGTH OF CURRICULUM Project definition SOE Software's Online Training content draws from current County training tools, such as manuals and PowerPoint's. The nature of our multimedia based content, with voice-overs, video and animation, as well as, the time it takes to complete the assessments at the end of every course—should equates to similar amount of time to complete the curriculum in a classroom. The nature of online training lends itself to adult learning styles, affording the learner the ability train at their own pace. KNOWLEDGE ASSESSMENT Election Worker Knowledge Assessment Methodology SOE Software's Online Training platform employs a certified assessment methodology. SOE has developed the platform that conforms to SCORM and AICC eLearning standards. County designated platform administrators and instructors, have the ability to configure tests for each course to include scoring methods, number of test questions, pass/fail percent as well as pre-assessment assignments. TrC.0�1$UI'8bD(M`'+s*d,A i� iB€'+a" I a ;fir # � Use Pre Assessment? OYes QNa Use Elinksi Ort Pre-llsseasme»t? `Choose 8snk for Pre Assessment None Selected Number of QuesNorts an Pre kssessmerit I�D `I Number Of Questions Available For Pre-AsaessmeM J. Use FinalAssessment? ( QYis ONo Stow OeWed Results Of The Final Ta The Associates ( �«}Yes No E _ r Is Final Graded? Yes O No ;)Use Test Bank On Final Assessment? jchoose sank �[Polling Place Demo - � ,!Number of Question's For Final Assessment E FS E Number of Ouestlons Available For Final Assessment !!!� Minimum Score For Paasi� �80 -� {based on a perFact scare uT 1it6%) x ,c <5 Update . § 'FM ^ RM i The platform was developed to encourage students to learn and guide them in areas where they may not fully understand the material. Upon taking an assessment, if students miss a question, feedback is provided to help the students learn from their error. WC' .v MW Y Cittiraes PA •T COUN7Y • • r Final Assessment Results Course 4.Voters with Disabilities Your score:40% Please print this page for your records. Take additional courses. Detailed Resutts 1.Answered Incorrectly Multiple- Choice: Which of the following is the MOST APPROPRIATE way to refer to a voter with special needs? Your Answer: Voter who is Crippled Correct Answer. Voter with a Disability Feedback: This might offend the voter. 2.Answered Correctly Multiple Choice: When serving a voter who is deaf and using an inte should you face when speaking? Once a trainee has successfully completed the assigned curriculum, the trainee may receive a Certificate of Completion to download and print. In addition,the trainee may possibly earn a county Certified Election Worker pin to wear with pride on Election Day. Al NO , � � � a s Sri ZAV `2 d% U 1E �'I IF I UAT' QIF y fhis is to c:t:rtify tlltlt: l $ RNs, sue Ellen Ramsey E � {4^F ... ' i V- 14 t has successfully Completed the following county certified et-earning currir_ulurrt Dallas County Election Worker Certification Course A F iyy�' FIN � I I� r �1 Sig. Osr♦ .i. asp, Bruce SherbetAfiVU s 4' ., Oaflas County Elections administrator '- i� a. Election Worker Graduation Pin (Optional) MODIFICATIONS Dynamic online administration SOE Software's Online Training Platform's Administration tool is straightforward and effortless when managing static content and courses. Furthermore, inserting media files, digital images, and Flash components is as simple as adding an image to any word processing document. The administration tool was specifically designed to bring operational efficiency to it's users without additional training. By integrating a simple to use web editor, any user, regardless of HTML or Web programming experience, can simply make a change that takes effect instantaneously. The web editor allows you to format text, include numbered lists, bulleted lists, adjust paragraph alignment, insert symbols and underlines, add hyperlinks, create tables, and even spell check your work. Whatever your choice, don't forget to take advantage of multi-media capabilities to liven up your pages by including color pictures, Flash components, or even video clips. Below are many of the features the web editor offers. You will notice the similarities to that of any word processor. [ : (Apply Style) - Normal - Arial Helvetica 3(12 pt) • _ 15 }� ® is q r............... _,:_ 3t e come to the Introduction �. 3 l � Course7 Training online is a convenient and fun way to i Ilearn. Not only do you have the ability to learn i� ,at your own pace,you can also learn in the 'privacy of your own home or office. II I — a Bold: Makes the selected text and numbers.bold. To reverse the Bold setting, highlight the text and click the toolbar button again Italic: Makes the selected text and numbers italic. To reverse the Italic setting, highlight the text and click the toolbar button again. -u Underline: Underlines the selected text and numbers. To reverse the Underline setting, highlight the text and click the toolbar button again M Subscript: Changes the format of the selected text and numbers Subscript. To reverse the Subscript setting, highlight the text and click the toolbar button again Superscript: Changes the format of the selected text and numbers Superscript. To reverse the Superscript setting, highlight the text and click the toolbar button again Align Left: Aligns the selected paragraph text to the left with'a ragged right edge J Align Center: Centers the selected paragraph text Align Right: Aligns the selected paragraph text to the right with a ragged left edge =J Outdent: Outdents the selected paragraph text to the left Indent: Indents the selected paragraph text to the right 'tt _— Numbering: Adds numbers to or removes numbers from the selected paragraph. To reverse the Numbering setting, select the paragraph and click the toolbar button again �= Bullets: Adds bullets to or removes bullets from the selected paragraph. To reverse the Bullets setting, select the paragraph and click the toolbar button again Table: Inserts a new table with 3 cells across and 3 cells down Insert Column: Inserts a new column if carat is inside the table Insert Row: Inserts a new row if carat is inside the table JJ Delete Column: Deletes a column if carat is inside the table a Delete Row: Deletes a row if carat is inside the table Merge Selected Cells: Merges all highlighted cells . .�Merge with Down Cell: Merges the current cell with the next cell down Merge with Left Cell: Merges the current cell with the previous cell Merge with Right Cell: Merges the current cell with the next cell over Merge with Upper Cell: Merges the current cell with the next cell up . Undo: Deletes the last change or action L'J Redo: Redoes the last change or action previously undone Copy: Copies the selection to the Clipboard Cut: Removes the selection from the active documents and places it on the Clipboard Paste: Insert the contents of the clipboard at the insertion point, and replaces any selection. This command is only available if you have cut or copied an object, text, or contents of a cell Search: Search for a word in the text, or find and replace a word or words in the text Image: Inserts a new picture/image PLATFORM MANAGEMENT & ADMIN FUNCTIONS Easy to use administration Password protected administration functions SOE Software's Online Training platform employs enhanced Web site security measures to ensure your information is kept safe from uninvited intruders. SOE enables the county to control who is given administration permissions and the level in which permissions are granted. 0, �fk .-;'PLATFORM ADMINISTRAtIO;N Administrator Login This login is for site administrator and authors,all logins are tracked and misuse or tampering with the system is strictly prohibited. If you have reached this page in error, click here to return to the home page. `Logon On-line enrollment tracking SOE will work hand in hand with the county's IT point of contact to create an automated upload procedure for adding trainees to the system. The Online Training Platform will also have the ability to generate reports at any moment in time of those who are currently enrolled in a'particular curriculum. Ell . ,. K r, HOLLAND A Eseambia Poll Worker Register David Aaron Paseo :Poll Worker fgistr %► Matthew Abbott Pasco Poll Worker Register , INiliiam ' eel Pasco " Polt Worker R � Shirley Abramovic Pasco Poll Worker Register Joan Ab[ams: Pasco Poll Worker R �str Joseph Abrams Pasco Pall Worker Register E Pauline Acton; Pasco Pali Worker Register Tracking of completion of sessions and/or the full course by each enrollee SOE Software's Online Training platform has the ability to generate reports detailing or outlining a learner's progress in a training course at any particular time. 00 �IVe L�trtFetors Astive A�I�nwn ilsers Currxatlum Suivey Reports 4raiairW5uesswU 1"rge-lire FLesults, Atif Floc report system Required Fields * Training Session None Selected < � q ;e awl Training Sessions I"Ione Selected * State EAII States ! Job Code I Poll Worker -PW i .. Start Date:(opt;onai) September 07 2005 End Date:{optional} February ,+ ! 0i L' �! 2006 Status 'None Selected None Selected Attended OnI Atten ed/Did notAttend Nat Registered , Registered All who have notAttended Competency testing scores or performance SOE Software and Contra Costa County will define the type of assessment questions for each course, as well as the difficulty level. Then SOE will create a test bank of questions for each course. A test bank will present a learner with a different set of questions or randomized set of questions each time they take the course. Upon missing a test question, SOE has created"feedback"capability for the answer sheet.This feature will allow administrators to give feedback as to why the trainee's answer was wrong and where to find the right answer.This enables the student to have instant reinforcement'of the correct answers. Upon completion of the assessment the learner will get an answer sheet with this information. _ r PATRI •T COUNTY • OFFICER F§, Final Assessment Results Course 4,voters with DisaFul ties Your score:40% Please print this page for your records. Take additional courses. Detailed Results 1. Answered Incorrectly Multiple Choice: Which of the following is the MOST APPROPRIATE way to refer to a voter with special needs? Your Answer Voter who is_Crippled Correct Answer: Voter with a Disability Feedback: This might affend the voter. 2. Answered Correctly Multiple Choice: When serving a voter who is deaf and using an inte should you face when speaking? Centralized repository and archives of records of trainees Students will have the ability to see their progress once they log into the platform. Each time a course is taken the date, score, and pass or fail mark will appear in the Course Results section of the platform. N r , Click here to see a fist of courses you can re-take for review. Course Date Completed Scare Pass/Fail Print Certificate 4.Voters with Disabilities Tuesday,February 07,2006 At 11:20:10 AM 40 F 4 Voters wlth Dtsabllittes F wadtesday January-18,F2006 At 10 27 d3 AM 100 P 5.Special Situations Wednesday,January 18,2006 At 10:35:07 AM 100 P 6'Conclusion f�(oriday February 06;2006 At4 36 42 PM IDO P r �..... �<... Platform will have capability to communicate with learners via email and live "chat room" During peak usage time,the county will have the ability to turn on a Chat Room to help students throughout the training. Assigned staff members can becomeChat Room Moderators to assist students in Real-Time with questions they have during their training session. r cit +c ir3c a �ctcrgtC i aj ��,]SeardiI 239 blod ed`t AHf Cfedc ». Y UraFa VWH,_i ].,V✓ Q., Demo Pasco � :. s�wori!;Logout; #ff#Pasco Moderator has entered the room Current Users ###demo3 demo3 has entered the room (demo3 demo3]How do I re-take the assessment at the end of this demo3 demo3 CaurseContents* �s ' course? ,' Pasco Moderator Pasco Moderator Click the TEST YOURSELF button at the end of auraeOveNlewPRrt the course r�.Min" a N MI � tp 7'>a .3` Arial Black sv 2 v Normal - - l Clickthe TEST YOURSELF button at the end ofthe col All UsersI Send f Away Back Logout `.a;Iniprne# Platform requires trainees to work sequentially through curriculum Students will NOT have the ability to skip through lessons of ANY course. Each lesson must be taken sequentially to assure a uniform experience. Once a lesson has been taken in each course, the lesson becomes highlighted and checked. Students DO have the ability to move back within a course for review, but cannot skip ahead. ""� �y£outases £ts�s�gePasswot�i�lagout,�' £our `CoAtentsIF ` Ai U I, we9[take a Took at ResponsilaGhe"N . Each election team position 42 s ' . The duties of each position ' . How the team works together " i If 4x " .Lm.�la..." Report generation capacity Many detailed reports can be generated from the platform based upon many different types of search criteria. s' By.Indimdual u` •Required Flelft • Coutes:3.POLLNG PLACE GUIDEUNES SW Date:(DrnlwuU-W—y,�Vjp of v l 2GD5 � End Date,cooti-10 January O •Required Plot& r------ .. • course None Selected Slart Ua[e:(deSlunaq,r-saruxry .' End Dare: 00:i7 v"I-2oob ......_.........................................................__...._............................................................. ... ..............I Role-based - providing curriculum based upon rules provided by administrator When adding associates to the platform, administrators have the ability to assign a specific curriculum based on rules. For instance, if a student is to take the"Clerk"Curriculum, the administrator would set the students role to Clerk—CL. ,s�,rgwrc Itogout ��ii I "First Warne: "Last Name: I J Login Name: 1 Email Address: --------..._.---_ Job We None Selected Password: ID ected Confirm Password: DP :...:...............:..--INer—PWed a Key word searchable Students have the ability to search for a specific topic. To search for a specific topic, students can return to the Election Worker Education Center, otherwise known as the home page, and enter the topic in the Search resources by Keyword field, then click the Search button to begin the search. Course Registered Date Email Instructor 1.INTRODUCTION 1/30/2006 Brian Newby 2 THJ*ELECTION TEAIotBrtan Newby t.. n. 7.CONCLUSION 2!712006 Brian Newby I�,i search resources by Keyword[_ _ � _ �� rah TRAINING COURSE MANAGEMENT SERVICES Online management for complete course control SOE Software's Online Training platform employs a comprehensive course management interface for complete customization by county-level administrators. The platform provides an integrated election worker management system, online recruitment and connectivity to existing poll worker management systems. It is capable of importing current election worker profiles. To maximize efficiency, the platform has the ability to communicate with many voter registration systems and other systems in order to automatically upload student's information. The training platform has a dedicated area for instructors to provide their teaching credentials and personal information for added credibility. The platform also has the ability to mange classrooms and locations with the additional feature of mass communicating via email with students informing them of classroom changes, location and directions, and instructor information. I Required Fields �'• First Name Kurt Last Name lBrowning ' certifications E-AW kunE�DetcovWte.gov DescriptionA6'I�h\K I ^TalmsAf< +r1 ��;° (Apply Style) Normal Verdana Helvetica i" _ _ . t About the Supervisor k ! I' Professional . Began working in Supervisor of Elections'office- it July 1975 . Elected Supervisor of Elections-1980 SII . Reelected-1984 ; . Reelected-1988 I Submtl lc fig it 10r Students will have the ability to see their progress once they log into the platform. Each time a course is taken the date, score, and pass or fail mark will appear in the Course Results section of the platform. Click here to see a list of courses you can retake for review. �" � Course Date Completed Score PasslFail Print Certificate 4.Voters with Disabilities Tuesday,February 07,20D6 At 11:20:10 AM 40 F �4`,Voters with Disabilities wedriesday January 18 20D6 At-10 27 43 AM 900 s,� P 5.Special Situations Wednesday January 18 2006 At 10:35:07 AM 100 P 6:Conclusion Monday Fet3`ruary 06 20D6 At 4:36 42 PM #1 140 P i ., The platform can create, edit and manage banks of surveys as well as report on survey results -this feature provides the administrator instant feedback from the trainees. Each trainee has to fill out the survey before completion of the election training curriculum. Support[Logout rrtx��' All Active Survey(s)[Inactive Survey(s) a [A-J)i[K-R]I[s-Zi1[searcni , � .. NSMS , i Required Fields [ .ta ° 6uYVeyn ferAat3afs�i "4 _ ,Usme i JohnsonCounryEleMionWorkerSurvey ;� „z!r' '" �.i ------------- {,Active �(�YeB s i� 7.CONCLUSION Course ......VCy.+[..tateptfV'A...... i t,74 E I Type x r �t<�"��Qt��t9o!►: � ��'��j:`�£�c a£a�a��u�,�� � ' >�,�i" r i�" q;`� i Liked Scale(1-7) I enjoyed the online training course. Edit i Delete Multiple Choice Would you tike to take additional training courses Edit i Delete online,or would you prefer to have your training presented in a classroom,at a set time? Open Answer N you prefer the online,Vairdrx3,pkease describe the Edit i Delete i SOE Software has developed many custom videos for counties to include individual welcome videos; scenario based videos; set up and take down of Election Day equipment and machines; as well as re- deployment of current county pre-made videos and editing them for the platform. a � � -;dam FAy.co„rsgs�cnartge Pessword�l.«�mn ��: frr �7c6merUfdea " s �017rseoveNfew NO i gat P , ig c� y ex g2E jl� �'�i�;�d°�& ���r%•a'y�z�y��' .'� * "*w Y', "' � mei, . { i1s ■ W111},�, We Edt 'chew Pavarlte9 Ted9 Help S t ®Beck i7" ❑ . c zr Favorites {r;J f 4c —�-' "R9yyCoursea Cfianga Pasaworo Logout,'^' In 4� NOiERSIIViTHDISABfLIrtTIE vtsua��y�tmpa�redvotersk x Courao0varvlew � �a___, s b Speak To Voter And p WN-1. S "r r Ing Identify Yourself1a au Adults 4 Offer Assistance In AJ,plopri,It, -Navigating If-Required 3 > ; Don't Touch or Distract A Service Animal Be Descriptive When Giving Directions , $ r r NV ' Pit, teisti, „F 0 j 12- Hearing Impair Done +i +®:-Internet � J SCHEDULE B: IMPLEMENTATION TIMELINES Clarity TRAINING Implementation of the Clarity TRAINING Online Election Worker Platform shall be provided in accordance with the following schedule: SCHEDULED . County Client Client ClientAppiovesi Time Est. Week Milestone/Meeting Reviews (h rs),- 7 Material Meeting -Material 4 Week 1 Information Gathering and Research Phase 6 Week 1 Curriculum Outline Creation, Review, and Approval 2 Week 1 Concept and Design Creation, Review,and Approval 4 Week 2 Content,Text,Voice Over Creation, Review, and Approval 8 Week 3 Scripts Created and Video Shoot in County 2 Week 3 Test Bank Setup,Test Question Creation,Review,Approval 1 Week 3 Keyword Creation, Review and Approval 4 Week 3 Survey Creation, Review and Approval 3 Week 4 Asset Review 2 Week 4 Certificate of Completion Creation, Review and Approval 0 Week 4 Upload Material to Platform 1 Week 5 Quality Assurance 2 Week 5 Client Delivery/ Launch 4 Week 6 Client Revisions Due 8 Week 6 Client Hand Off and Training i SCHEDULE C: Hosting PLATFORM HOSTING Comprehensive hosting solutions SOE Software has extensive elections experience in managing our customer's web sites and unique needs, especially around election ,. time. We employ highly trained engineers and elections experts to C[arit.. continually develop more robust solutions. SOE Software has hosting' invested in operating and maintaining state-of-the-art hosting facilities to house your Web sites and hosted applications. SOE Software Hosting Services manages your county or state specific elections software applications and web solutions. Hosting services enable you to outsource your key web presence and select operational support applications in order to focus on your core responsibilities. Our web servers are located in secure, state-of-the-art hosting facilities and are directly connected to an OC-48/OC-192 Fiber Network out of region. Our facility sets new industry standards in the provisioning of a secure environment for elections- critical applications. Round-the-clock guards and wrap-around, closed-circuit television (CCTV) are backed up by touch reader ID cards and Palm Print,biometric scanning technology for data floor access. Inside the facility, the physical environment is controlled by state-of-the-art heating, ventilation and air-conditioning (HVAC) systems and finely calibrated moisture and smoke detection systems. The threat of fire is neutralized by a VESDe* system located throughout the raised floor area, and the loss of grid power is averted with a fully redundant, uninterruptible power supply(UPS) system and a 50,000-gallon backup diesel generator. Data flow in the facility and on the backbone is monitored by Hosting and Network Operations Center round-the-clock, using an array of state-of-the-art hosting, switching and problem tracking software as well as data integrity and encryption processes. When you host at our hosting facility, you enjoy: • A single point of contact and allows you to be confident your systems will be up and running. SOE Software's goal in managing your election solutions is to eliminate downtime and ensure the most proactive and efficient support in the industry • A suite of comprehensive Internet solutions providing you with one-stop shopping for all your Election hosting-related needs Comprehensive Election Division site hosting services Monitoring and management services for hardware, operating systems, applications, and databases; - - - Backup Services: Managed Tape Backup, Non-disruptive backup, and Point-in-Time Copy Election Consulting Services Out of State Disaster Recovery Solutions • High capacity diverse connections to Tier 1 IP backbone • Outstanding technical and engineering staff to monitor your systems all day, every day • Application and database engineers and administrators to help you fine-tune your Internet applications. Page 1 of 3 4 Facility Design • SOE Software facilities feature: • 24/7 customer service Hosting support level • On-site 24/7 trained system andUGWR network engineers WACE s °"' MAIN POWER • 24/7 system and network monitoring rT-= Y..:;; ;Full dundancy available on all r=-.M.nnr r= r=reLaDNu ®®® DDLR infrastructure and network backbone ®®®CC= support systems �Cr"'�R;._.._.r,n �n • Temperature and humidity controlled ®1M= _-?-*`-...`._! environment ®® ®® ll�...l�.l�.___y UPS • Raised floor to facilitate cable ®® 1- C= PMER i � management and uniform cooling `"`'" - ;t f FtITtKiE EC4MR51 N; , distribution RACKS CAGES ; • Strictly controlled physical access including indoor and outdoor video surveillance • Sophisticated computerized access control system • Performance, utilization and availability reporting • Strictly enforced security policies • OC-48 and OC-192 connections to Tier 1 nationwide backbone • Redundant core routers • Redundant border routers • Redundant distribution and access switches • Enhanced Category 5 cabling throughout • Uninterrupted power supply(UPS) and conditioning system • Backup generators • Automatic trouble detection, ticketing and escalation • SNMP-based network monitoring system • Automated multi-terabyte backup system • Environmentally controlled, secure, off- site media storage facility Page 2 of 3 BACKUPS SOE Software's Online Training platform, web services and databases are all backed up every Monday morning at 3:00am to 5:00am EST. This is a full backup of all applications, component services, and databases. Then every morning of the rest of the week at 3:00am EST a disk-to- disk incremental backup, of any changes made to the Clarity Training platform or ancillary services, is performed. Our full backup tapes are stored.in an offsite, environmentally controlled and secure facility. This process insures Butte County's data integrity and greatly decreases the time-to-restore for any major failure that may occur. DISASTER PREVENTION Our facility has disaster recovery plans in place. Tests for these plans occur semi-annually to validate recovery processes and response times. Roles and responsibilities for each employee are clearly defined within the process; escalation and notification phone lists for each center are maintained specific to the center Redundancies are inherent in the hosting facility design (power, generator, UPS, network elements). Our facility architecture is designed with no single point of failure. All components are dual-homed, and network convergence upon failure will not take more than 90 seconds in the worst case. Additionally, collocation switches are redundantly configured with active and backup hardware that provides the highest level of availability to customers. In the event disaster strikes our facility, all service is transferred to an alternate out of state facility. This facility is a reproduction of the functionality that exists in our main facility. In the event disaster strikes our facility, all service is transferred to an alternate out of state facility. This facility is a reproduction of the functionality that exists in our main facility. Page 3 of 3 Schedule D TECHNICAL SUPPORT RESPONSE AND RESOLUTION LEVELS Severity Description Response Time* Resolution Time Classification Standard** 1-Critical . Business critical function is down As soon as possible, 24 hours^� • Major impact to County activity using reasonable No workarounds exist commercial efforts, but no more than 2 hours 2-Major Business critical function is impaired or 4 hours 2 days^ degraded • There are time-sensitive issues that impact ongoing activities • Workaround exists,but it is only temporary 3-Minor • Non-critical function down or impaired 1 businessday4 weeks A • Does not have significant current activity impact • Performance is degraded 4-Low Impact 9 Non-critical,function down or impaired 1 business day _ Mutually agreed • No business impact timeframe based on Generic Service Enhancements prioritization. * Response Time is the elapsed time between County's first report of a problem and when SOE assigns a ticket number for the problem. " Resolution Time is the elapsed time between County's first report of the problem and the problem in the Software has been resolved. ^ Level 1—3 issues may require resolution times that exceed these Response Time Standards. If fixes to level 1—3 issues are not resolvable within the timeframes listed above,SOE will immediately notify County of the anticipated time to resolve the issue. a ti ANNUAL SOFTWARE ASSURANCE AND SUPPORT AGREEMENT THIS AGREEMENT is entered into between SOE Software Corporation with offices at 500 N. West Shore Blvd., Suite 300, Tampa, FL, 33609 ("LICENSOR") and Contra Costa County, Elections Division, with offices at 524 Main Street, Martinez, CA, 94553 ("CUSTOMER"). 1. SOFTWARE MAINTENANCE SERVICES The software maintenance services (the "Maintenance") provided by LICENSOR to the CUSTOMER hereunder are in consideration of the Annual Software Assurance and Support charge (the "Annual Charge's described below and specified in Attachment 1, unless otherwise specified herein. The Maintenance shall consist of: 1.1. CUSTOMER is entitled to up to 20 hours per year of new content production for Clarity Training at no additional charge based upon changing needs or requirements of CUSTOMER. Any content in excess of 20 hours will be charged at a $150 hourly rate. 1.2. Unlimited telephone or. electronic mail support monthly directed at providing CUSTOMER with operational support with respect to the use and operation of the software programs licensed to CUSTOMER by LICENSOR in accordance with the software license agreement(s) between the parties (the "Software"). However, the unlimited support does not include additional training, or any other method of educating CUSTOMER or CUSTOMER's employees on the Software after initial product training. 1.3. Delivery of all standard updates where applicable, exclusive of CUSTOMER unique modules, to the Software that LICENSOR makes generally available without charge to its other maintenance CUSTOMERS during the term of this Agreement. ;Such updates shall be considered Software and shall be governed by the software license agreement between the parties with respect to the Software which such update relates. 1.4. Use of LICENSOR's reasonable commercial efforts to correct errors in the Software. Errors are defined as the failure of the Software to operate in substantial conformity to the applicable documentation provided by LICENSOR to CUSTOMER for such Software. 1.5. Acting as CUSTOMER's representative in discharging CUSTOMER's rights under any third party maintenance agreements purchased by CUSTOMER through LICENSOR. 2. ADDITIONAL SERVICES CUSTOMER may request LICENSOR to perform services of a different nature than, or beyond the scope of, those described above, and LICENSOR may provide such services ("Additional Services") and shall be compensated therefore by-CUSTOMER at rates for such services as are customarily charged by LICENSOR. Examples of such Additional Services are: 2.1. Designing, programming, or testing of customer requested Software customization. 2.2. Problem diagnosis of Software problems where the Software enhancement or change was developed by CUSTOMER. 2.3. Changes required to CUSTOMER unique modifications to interface with updates to the standard version of the Software. 2.4. Training and instruction (other than what is provided with normal implementation). 2.5. Repair of data which is damaged due to CUSTOMER's improper use of the system, including but not limited to CUSTOMER's direct modification of data in the database. Customer Accepted Initials Date w 3. METHOD OF PROVIDING SERVICE 3.1. All Maintenance and Additional Services to be provided hereunder shall be provided during LICENSOR's normal business hours, excluding legal holidays. LICENSOR also offers an optional premium support service, which provides support beyond these hours, for an annual surcharge and per use fee. 4. ADDITIONAL EXPENSES The Annual Charge specified in Attachment 1 does not include the following items or additional expenses for which a separate charge shall be made by LICENSOR to CUSTOMER in accordance with LICENSOR's normal schedule of charges for such items ("Additional Expenses") as long as CUSTOMER gives to LICENSOR prior written approval: 4.1. All media costs including, without limitation, diskettes, tapes and the like, and all shipping and handling charges and taxes hereon. 4.2. Travel expenses of LICENSOR personnel for on-site visits to perform Implementation Services or Maintenance or Additional Services hereunder. Travel Expenses are based upon reasonable actual costs associated with travel and lodging to and from CUSTOMER site. As indicated in Attachment 1, travel expenses shall not exceed $3,000 for the term of the Agreement. S. NO WARRANTY OR GUARANTY 5.1. The Maintenance and Additional Services to be provided by LICENSOR hereunder shall be on a reasonable commercial efforts basis and performed in a workman like manner.THE MAINTENANCE AND ADDITIONAL SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN "AS IS' BASIS ONLY, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. 6. LIMITATIONS OF LIABILITY 6.1. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT ALL SITE CONTENT IS ACCURATE AND CONFORMS TO FEDERAL, STATE AND LOCAL LAWS AND DOES NOT GIVE RISE TO ANY CIVIL OR CRIMINAL CLAIMS; LICENSOR SHALL NOT BE RESPONSIBLE FOR ENSURING SUCH. 6.2. LICENSOR SHALL NOT BE RESPONSIBLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF DATA OR LOSS OF USE DAMAGES) WHICH CUSTOMER MAY INCUR OR EXPERIENCE ARISING FROM THE MAINTENANCE OR THE ADDITIONAL SERVICES OR ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.3. IN NO EVENT SHALL LICENSOR'S AGGREGATE LIABILITY EXCEED THE MONTHLY CHARGES....LICENSOR, HAS BEEN_ PAID DURING THE IMMEDIATELY PRECEDING TWELVE(12) MONTH PERIOD. 7. PAYMENTS OF CHARGES 7.1. In consideration of the provision by LICENSOR of the Maintenance described in this Agreement and.outlined in Schedule A, CUSTOMER agrees to pay to LICENSOR: 7.1.1. the Annual Charge on a once per year basis beginning and continuing on an annual basis as outlined in Schedule A. 7.1.2. all charges for any approved Additional Expenses — for which the LICENSOR has received prior written approval - on a monthly basis. Expenses associated with Implementation services will be based upon 4.2 above and does not require prior written approval. 7.2. LICENSOR reserves the right to levy a surcharge for Maintenance of any Software not conforming to a supported release. 7.3. LICENSOR reserves the right to withhold Maintenance under this Agreement for any CUSTOMER whose account with LICENSOR is not current, whether or not such account is for Customer Accepted 5-a v o,,7 Initials Date Maintenance rendered under this Agreement, Software licensed by LICENSOR or other third party software or services provided by LICENSOR. 7.4. Payments for Additional Services shall become due and payable upon CUSTOMER's receipt of an invoice for such Additional Services, which shall be billed monthly however, no additional services will be provided without the prior consent and approval of CUSTOMER. 7.5. Except as provided otherwise in this Agreement, CUSTOMER will reimburse LICENSOR for actual out-of-pocket expenses incurred in rendering performing Additional Services under this Agreement. 8. GENERAL 8.1. CUSTOMER acknowledges that the assistance and cooperation of CUSTOMER's personnel is essential to satisfactory providing of Maintenance and performance of Additional Services. Accordingly, CUSTOMER agrees to assign a liaison person who will assist and cooperate with LICENSOR in the providing of Maintenance and the performance of Additional Services. LICENSOR may, from time to time, provide to CUSTOMER a progress report indicating matters needing greater attention from CUSTOMER's liaison person; CUSTOMER agrees to act promptly on any such recommendations or notify LICENSOR in writing as to its intentions. 8.2. CUSTOMER shall make available to LICENSOR at all times access to the Software so that LICENSOR may conduct any necessary on-site work. CUSTOMER, at its own expense, shall provide a data access arrangement suitable to enable LICENSOR with the Software and the equipment running such Software. 8.3. This Agreement may be assigned by LICENSOR upon giving CUSTOMER written notice. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns. 8.4. CUSTOMER acknowledges that it has not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement. This Agreement contains the entire Agreement of the parties with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communications between them concerning its subject matter; provided, however, that with respect to updates delivered to CUSTOMER pursuant to this Agreement, the software license agreement governing such updates shall also be part of the entire agreement of the parties with respect to such updates. This Agreement may only be modified by a written agreement signed by LICENSOR and CUSTOMER. Terms and conditions as set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, shall not become part of this Agreement unless specifically accepted by LICENSOR in writing. 8.5. If any provisions of this Agreement (or any portion' thereof) shall be held to be invalid, illegal or enforceable,.thevalidity, legality or_enforceability of theremainderof this Agreement shall-not in any way be affected or impaired thereby, except no action under this Agreement may be brought by either party more than one (1) year after the cause of action. 8.6. The headings in this Agreement are intended for convenience of reference and shall not affect its interpretation. 8.7. LICENSOR shall not be liable or deemed to be in default for any delay or failure to perform under this Agreement or for interruption of the Maintenance or Additional Services provided by LICENSOR hereunder resulting, directly or indirectly, from any cause beyond LICENSOR's reasonable control. 8.8. All notices or demands under this Agreement shall be deemed to have been duly given if in writing and delivered or mailed to the address of the party being notified set forth in the front page of this Agreement or to such other address as such party shall have specified in writing to the other party hereto. Customer Accepted Iz-y- 510"7 Initials Date 1 8.9. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8.10. No delay or failure of either party in enforcing against the other party any provision of this Agreement, and no partial or single exercise by either party of any right hereunder, will be deemed to be a waiver of, or in any way prejudice, any right of that party under this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal by their duly authorized representatives. SOE Software Corporation Contra Costa County Elections By: By:_ �- Name: �1 Name: s to e Title: Title: C Q U V� Date: f p Date: Customer Accepted .d) Initials Date 1 '