HomeMy WebLinkAboutAgreement A-15-058-1 for CalWIN MO.pdf Agreement No. 15-058-1
MAINTENANCE AND OPERATIONS AGREEMENT
BETWEEN
THE WCDS CONSORTIUM COUNTIES
AND
HP ENTERPRISE SERVICES,LLC
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TABLE OF CONTENTS
Page
1. DEFINITIONS.....................................................................................................................2
2. TERM. .................................................................................................................................9
3. FINANCIAL MATTERS. ...................................................................................................9
3.1 Charges ....................................................................................................................9
3.2 Maximum Amount.................................................................................................10
3.3 Taxes......................................................................................................................10
3.4 Contractor Expenses ..............................................................................................10
3.5 Invoices..................................................................................................................10
3.6 Overpayments to Contractor..................................................................................11
3.7 Credits....................................................................................................................11
3.8 No Increases...........................................................................................................11
3.9 Funding. .................................................................................................................11
3.10 Advance Payments Prohibited...............................................................................12
3.11 No Additional Consideration.................................................................................12
4. PROJECT MANAGEMENT.............................................................................................12
4.1 Overall Responsibility ...........................................................................................12
4.2 Reports and Meetings ............................................................................................13
4.3 Contractor Project Manager...................................................................................13
4.4 Contractor Staff......................................................................................................13
4.5 The Counties' Executive Director .........................................................................14
4.6 Reference and Background Checks.......................................................................14
4.7 Records Retention and Access Requirements........................................................14
4.8 Accounting Requirements......................................................................................15
4.9 Supplemental Contracts.........................................................................................15
4.10 Inspections .............................................................................................................16
5. SERVICES AND RESOURCES.......................................................................................16
5.1 Performance...........................................................................................................16
5.2 Necessary Resources..............................................................................................16
5.3 Ownership..............................................................................................................16
5.4 Use of Property......................................................................................................16
5.5 Damage to Property...............................................................................................16
5.6 Notice of Damage..................................................................................................17
5.7 Surrender of Property.............................................................................................17
5.8 The Counties' Property..........................................................................................17
6. EQUIPMENT. ...................................................................................................................17
6.1 Contractor Equipment............................................................................................17
6.2 The Counties' Equipment......................................................................................17
6.3 Equipment and Third-Party Software Ordering and Delivery...............................17
6.4 Loss or Damage. ....................................................................................................18
6.5 Installation and Set-up. ..........................................................................................18
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6.6 Connections to Equipment.....................................................................................18
6.7 Site and System Access. ........................................................................................18
6.8 Protection From Damage.......................................................................................19
6.9 Notice of Damage..................................................................................................19
6.10 Additions................................................................................................................19
6.11 Changes or Cancellations.......................................................................................19
6.12 Codes......................................................................................................................20
6.13 Operations Documentation....................................................................................20
7. NETWORK........................................................................................................................20
7.1 General...................................................................................................................20
7.2 Network Impact of Office Relocations..................................................................20
8. FACILITIES. .....................................................................................................................20
8.1 Central Site Facilities.............................................................................................20
8.2 Development Environment Facilities ....................................................................21
8.3 Office Facilities......................................................................................................21
8.4 Facilities Costs.......................................................................................................21
8.5 Facilities Furnishings.............................................................................................21
8.6 Contractor Liaison .................................................................................................21
9. ACCEPTANCE PROCESS FOR DELIVERABLES AND SERVICES..........................21
9.1 General...................................................................................................................21
9.2 Deliverables Acceptance Process. .........................................................................22
9.3 Release Effective Date...........................................................................................23
9.4 Deleted by Agreement of the Parties. ....................................................................24
9.5 Interpretation of Deliverables................................................................................24
9.6 Knowledge Transfer...............................................................................................24
10. LICENSES.........................................................................................................................24
10.1 Pre-existing Software, Other Contractor Technology, And Third-Party
SoftwareLicenses..........................................................................................................................24
10.2 Source Code...........................................................................................................24
10.3 Term.......................................................................................................................25
10.4 Title........................................................................................................................25
10.5 Documentation.......................................................................................................25
10.6 Copies ....................................................................................................................25
10.7 Restrictions ............................................................................................................26
10.8 Replacements.........................................................................................................26
10.9 Third-Party Software Licenses ..............................................................................26
10.10 Versions .................................................................................................................26
10.11 State and Federal Governments.............................................................................26
11. THE COUNTIES' OWNERSHIP RIGHTS. .....................................................................27
11.1 Software and Modifications...................................................................................27
11.2 Transfer of Ownership by Contractor....................................................................27
11.3 Data........................................................................................................................27
12. WARRANTIES. ................................................................................................................27
12.1 Deliverables. ..........................................................................................................27
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12.2 Services..................................................................................................................28
12.3 Equipment..............................................................................................................28
12.4 Intellectual Property Rights ...................................................................................28
12.5 Network..................................................................................................................29
12.6 Legal and Regulatory Compliance.........................................................................29
12.7 No Unauthorized Code. .........................................................................................29
12.8 Authorization.........................................................................................................30
12.9 Ability to Perform..................................................................................................30
12.10 Compatibility.........................................................................................................31
12.11 Service Level Agreements.....................................................................................31
12.12 Disclaimers ............................................................................................................31
13. SEPARATE SERVICES AND PRODUCTS....................................................................31
13.1 County Requests ....................................................................................................31
13.2 Notice to the Counties of System Software Changes ............................................32
13.3 Standards................................................................................................................32
14. CHANGES.........................................................................................................................33
14.1 Changing Government Programs...........................................................................33
14.2 Issuance of Change Requests.................................................................................33
14.3 Contractor Response to Change Request...............................................................33
14.4 Agreement on Change Request..............................................................................34
14.5 Disagreement. ........................................................................................................34
14.6 Termination............................................................................................................34
14.7 Contractor Submission of Change Request...........................................................34
14.8 Change Requests Due to Statutory or Regulatory Changes...................................35
15. ADDITIONAL RIGHTS AND REMEDIES.....................................................................36
15.1 Withholding Invoicing and/or Payments ...............................................................36
15.2 Reductions in Payments Due.................................................................................36
15.3 Cover......................................................................................................................36
15.4 Liquidated Damages. .............................................................................................36
15.5 Suspension for Convenience..................................................................................38
15.7 Correction or Removal...........................................................................................38
15.8 Letter of Credit.......................................................................................................38
15.9 Guaranty.................................................................................................................38
16. INSURANCE.....................................................................................................................3 9
16.1 Liability and Auto Insurance .................................................................................39
16.2 Workers' Compensation Coverage........................................................................39
16.3 Subcontractors........................................................................................................40
16.4 Premiums ...............................................................................................................40
16.5 Cancellation...........................................................................................................40
16.6 Insurance Documents.............................................................................................40
16.7 Increased Coverage................................................................................................40
16.8 Cross-Liability.......................................................................................................40
17. CONFIDENTIAL INFORMATION. ................................................................................40
17.1 Protection Obligations. ..........................................................................................40
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17.2 Audit ......................................................................................................................41
17.3 Return.....................................................................................................................42
17.4 Injunctive Relief.....................................................................................................42
17.5 Exceptions..............................................................................................................42
17.6 Public Records.......................................................................................................42
17.7 Compliance With State Requirements...................................................................43
17.8 Written Staff Agreements......................................................................................43
17.9 Subpoena................................................................................................................43
17.10 Survival..................................................................................................................43
18. DISPUTE RESOLUTION.................................................................................................43
18.1 Good Faith Efforts .................................................................................................43
18.2 Continued Performance .........................................................................................44
19. ADDITIONAL INDEMNIFICATIONS. ..........................................................................44
19.1 Intellectual Property...............................................................................................44
19.2 General...................................................................................................................45
20. DAMAGES DISCLAIMERS AND LIMITATIONS........................................................45
20.1 The Counties' Disclaimer of Damages..................................................................45
20.2 The Counties' Limitation of Liability....................................................................45
20.3 Contractor's Disclaimers of Damages...................................................................45
20.4 Contractor's Limitation of Liability.......................................................................46
20.5 Exceptions to Damages Limitations ......................................................................46
20.6 Liability Among Counties......................................................................................46
21. TERMINATION................................................................................................................46
21.1 Termination for Material Breach...........................................................................46
21.2 Termination for Rejection of Deliverables............................................................46
21.3 Termination for Convenience. ...............................................................................47
21.4 Termination for Conflict of Interest.......................................................................48
21.5 Termination for Withdrawal of Authority.............................................................48
21.6 Termination for Non-allocation of Funds..............................................................48
21.7 Termination for Insolvency....................................................................................48
21.8 Termination Procedure...........................................................................................49
22. GENERAL CONDITIONS. ..............................................................................................51
22.1 Americans With Disabilities Act...........................................................................51
22.2 Antitrust Violations................................................................................................51
22.3 Assignment ............................................................................................................51
22.4 Authority................................................................................................................51
22.5 Binding Effect........................................................................................................51
22.6 Business Registration.............................................................................................51
22.7 Claims....................................................................................................................51
22.8 Compliance With Civil Rights Laws.....................................................................52
22.9 Compliance with Health and Safety and Related Laws.........................................52
22.10 Conflicts Between Documents; Order of Precedence............................................52
22.11 Cooperation of Parties............................................................................................53
22.12 Copeland Anti-kickback Act..................................................................................53
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22.13 Covenant Against Contingent Fees........................................................................53
22.14 Debarment and Suspension....................................................................................53
22.15 Domestic Partners..................................................................................................54
22.16 Drug Free Workplace Certification. ......................................................................54
22.17 Entire Agreement; Acknowledgement of Understanding......................................56
22.18 Environmental Protection Standards......................................................................56
22.19 Fair Labor Standards..............................................................................................58
22.20 Force Majeure........................................................................................................58
22.21 Governing Law......................................................................................................58
22.22 Headings ................................................................................................................58
22.23 Independent Status of Contractor...........................................................................59
22.24 Licensing Standards...............................................................................................59
22.25 Litigation................................................................................................................59
22.26 Modifications and Amendments............................................................................60
22.27 Nondiscrimination..................................................................................................61
22.28 Nonwaiver..............................................................................................................62
22.29 Notices. ..................................................................................................................62
22.30 Pro Children Act of 1994.......................................................................................63
22.31 Publicity.................................................................................................................63
22.32 Recycling ...............................................................................................................63
22.33 Remedies................................................................................................................63
22.34 Severability............................................................................................................63
22.35 Sovereign Immunity...............................................................................................63
22.36 State Energy Conservation Plan.............................................................................63
22.37 Subcontractors........................................................................................................63
22.38 Subpoena................................................................................................................64
22.39 Survival..................................................................................................................64
22.40 Waiver....................................................................................................................65
Exhibit A - Financial Matters
Exhibit B - Equipment and Software
Exhibit C - Service Level Agreements and Liquidated Damages
Exhibit D - Deleted by Agreement of the Parties
Exhibit E - Hewlett-Packard Company Pre-Existing Software Agreement
Exhibit F - Statement of Work
Exhibit G - Revisions to the Response
Exhibit H - Letter of Credit
Exhibit I - Guaranty
Exhibit J- Statement of Work Ca1HEERS Interface
Exhibit K- Statement of Work Contact CalWIN
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MAINTENANCE AND OPERATIONS AGREEMENT
This Maintenance and Operations Agreement(the "Agreement")was entered into as of
the 3 Pt day of January 2015 (the "Agreement Effective Date"),by and between the WCDS
Consortium Counties of Alameda, Contra Costa, Fresno, Orange, Placer, Sacramento, San
Diego, San Francisco, San Luis Obispo, San Mateo, Santa Barbara, Santa Clara, Santa Cruz,
Solano, Sonoma, Tulare, Ventura, and Yolo (the "Counties") and HP Enterprise Services, LLC, a
Delaware limited liability company("Contractor," as described further below). The parties
referred to below shall be the Contractor and collectively the WCDS Consortium Counties.
RECITALS
The Counties use several computer systems to support their eligibility and benefits
determinations, client correspondence, management reports, interfaces and case management for
public assistance programs;
These systems are currently being operated and maintained by Contractor;
The Counties issued a Request for Proposal (the "UP"), which was dated March 1, 2013
and which, as amended by its Addenda and WCDS Ca1WIN M&O Procurement Vendor
Questions and Answers, is incorporated into this Agreement by this reference, to find a vendor to
operate and maintain these systems;
Contractor submitted a proposal in response to the RFP, which was dated July 31, 2013,
which includes Exhibit G to the extent it revises such response and the BAFO and which is
incorporated into this Agreement by this reference (the "Response");
The Counties evaluated all proposals submitted and identified Contractor as the
apparently successful contractor;
Contractor desires to enter into an agreement with the Counties to provide the Counties
with Deliverables and Services (as these terms are defined further below); and
The Counties and Contractor have agreed that the terms and conditions of this Agreement
shall govern Contractor's furnishing Deliverables and Services; and
The parties agree they will perform their respective obligations as described below in this
Agreement; and
As of April 1, 2017 HP Enterprise Services simultaneously became Enterprise Services
LLC ("ES") and merged with Computer Sciences Corporation("CSC")to form DXC
Technology, a new parent company to ES and CSC. Subsequently, as of January 1, 2018 ES has
assigned its obligations under the Agreement to DXC Technology Services LLC ("DXC"), a
wholly-owned subsidiary of DXC Technology, and as such, any references to HP Enterprise
Services in this document shall be deemed to mean DXC; and
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By execution of this Agreement, the Counties amend the Maximum Amount for the
initial five year term(base period) as described in Exhibit A, Financial Matters; and
By execution of this Agreement, the Counties exercise their right to renew the term of
this Agreement for the three year renewal period as described in Article 2 to begin February 1,
2020 and to amend the Maximum Amount as described in Exhibit A, Financial Matters.
Therefore, in consideration of the foregoing Recitals and the mutual promises and
covenants as set forth below, the parties agree as follows:
1. Definitions
. The following terms as used throughout this Agreement shall have the meanings as set
forth below.
1.1 "Acceptance": A Notice or other form(i.e., in writing or through the
Project Management Tool)provided by the Counties to Contractor to indicate that a Deliverable
has conformed to its applicable Acceptance Criteria in accordance with the processes described
in Section 9.2.
1.2 "Acceptance Criteria": The extract or subset of Specifications against
which each Deliverable shall be evaluated in accordance with Section 9.2 and which are
described for Deliverables in DEDs, Change Requests and other Deliverables.
1.3 "Acceptance Tests": The tests or reviews that are performed by the
Counties and that must be satisfied before Acceptance can occur as set forth in Section 9.2.
1.4 "ASF": The Application Support Facility; the Project Site where staff for
the Counties reside as described in the RFP.
1.5 "Back-up Site Facility: As of the Operations Effective Date, the backup
data processing Facility to which the Systems restore in a disaster and which is located at
Colorado Springs, Colorado.
1.6 "Best and Final Offer" or "BAFO": Contractor's best and final offer in
response to a request from the Counties, dated September 20, 2013.
1.7 "Central Site Facility": As of the Effective Date, the central data
processing Facility at which the Systems reside and which is located at Rancho Cordova,
California, and migrated to Tulsa, Oklahoma on May 21, 2018.
1.8 "Certification": The Counties' receipt of Notice and detailed supporting
information from Contractor that Contractor has, as applicable: completed a Deliverable in
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accordance with its Acceptance Criteria or pre-tested a Deliverable for compliance with the
Specifications; and confirmed the Deliverable is ready for applicable Acceptance Tests.
1.9 "Change Request": A written form that is used to modify, delete or add
to the Deliverables or Services, in whole or in part, including without limitation to add
Equipment, and that is made in accordance with the terms of Section 14, or that is made in
accordance with Section 13.
1.10 "Charges": The amount(s) to be paid for Services and Deliverables, in
whole or in part, including without limitation, Equipment, the Network, and Facilities, as
described in Exhibit A.
1.11 "Confidential Information": Various trade secrets and information of
each party that either Contractor or the Counties desire to protect against unrestricted disclosure,
including without limitation; with respect to Contractor, the Contractor Technology; with respect
to the Counties, the Configuration and the Counties' Data; non-public Specifications; the
Software; any nonpublic information or documentation concerning either party's business or
future products or plans that are learned by the other party during the performance of this
Agreement; and information that is designated as confidential by the disclosing party. The
following are also hereby designated the Counties' Confidential Information: client and
employee personal information, including but not limited to names, addresses, Social Security
numbers, e-mail addresses, telephone numbers, financial profiles, credit card information,
driver's license numbers, medical data and health information, and law enforcement records, and
such other Confidential Information as is described in this definition.
1.12 "Configuration(s)": Set up and customization of tables, schema,
personal calculation rules, functions, features, operations, screens, and reports for the Software
as required to meet the Specifications.
1.13 "Contractor": HP Enterprise Services, LLC, its employees,
Subcontractors, Staff and agents.
1.14 "Contractor Project Manager": The individual chosen by Contractor
and approved by the Counties with management responsibilities for Contractor, as described in
Section 4.3. Also referred to as the Project Director in the RFP.
1.15 "Contractor Technology": Intellectual property which were owned by
Contractor prior to the Agreement Effective Date (including certain modifications, enhancements
or improvements to such intellectual property developed hereunder), including Contractor's
proprietary methodologies,project management and other tools, deliverable examples,
procedures, processes, techniques, data models, templates, general purpose consulting and
software tools,utilities, and routines, and which were not designed, developed or installed with
Federal Financial Participation; the Pre-existing Software; and Contractor's Confidential
Information.
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1.16 "Cosmetic Deficiencies": In the Counties' reasonable judgment after
consultation with Contractor and in accordance with the Counties' standard procedures for
determining there is a Deficiency, a cosmetic or inconsequential Deficiency, although an
accumulation, combination, or pattern of Cosmetic Deficiencies shall in the Counties' reasonable
judgment result in characterizing those Cosmetic Deficiencies as Deficiencies.
1.17 "The Counties' Executive Director": The person designated by the
Counties to be responsible for financial and contractual matters regarding the Agreement,
including but not limited to, the person to whom the Counties' signature authority has been
delegated as set forth in this Agreement and other writings and the person designated by the
Counties to be responsible for day-to-day management of the Counties' resources for the Project
and monitoring the status of Contractor's performance under the Agreement. The term includes,
except as otherwise provided herein, an authorized representative of the Counties' Executive
Director acting within the limits of his/her authority.
1.18 "County": Each County included in the Counties.
1.19 "Critical Milestones": The events and activities listed as "Critical
Milestones" in Exhibit A and marked in the table in Section 2.1 in Exhibit F with a"Y".
1.20 "Custom Software": The modifications and changes to the Software
which are designed, developed or produced by Contractor for the Counties under the Agreement.
1.21 "Data": The Counties' records, files, forms, data, information and other
documents in electronic or hard copy form.
1.22 "Day(s)": A calendar day or calendar day(s), unless otherwise indicated.
1.23 "DED(s)": Deliverable expectation documents that include the
Acceptance Criteria for each Deliverable.
1.24 "Deficiency": A failure of a Deliverable or Service, or an omission,
defect or deficiency in a Deliverable or Service, including but not limited to such failures,
omissions, defects or deficiencies which remain on the OED from the Information Technology
Agreement that the parties accepted through the Transition-In Plan, which causes it not to
conform to its Specifications or significant incorrect spelling, incorrect grammar,poor quality
esthetics, poor quality of documentation, or similar failures in a Deliverable.
1.25 "Deliverables": Contractor's products which are based on applicable
Specifications and which are provided by Contractor to the Counties (either independently or in
concert with the Counties or third parties) during the course of Contractor's performance under
this Agreement, including without limitation Equipment, the Network, Third Party Software as
described in a Change Request, and other deliverables which are described in Exhibit F and in
Change Requests.
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1.26 "Documentation": All operations, technical and other manuals used in
conjunction with the Systems, in whole and in part, including without limitation manuals
provided by licensors of Third-Party Software and by Equipment manufacturers.
1.27 "Enhancements": All updates,upgrades, additions, and changes to, and
future Releases during the term for the Software in whole or in part, including without limitation:
(1)updated versions of the Software to operate on upgraded versions of firmware or upgraded
versions of Equipment; and(2)updated versions of Software that encompass improvements,
extensions, Maintenance updates, Deficiency corrections, or other changes that are logical
improvements or extensions of the Software. In addition, Enhancements will also include
changes to the Software made pursuant to Change Requests.
1.28 "Equipment": The computer hardware on which the Software and Data
will operate at the Sites, and all equipment, operating system software, firmware and physical
materials required for and associated with their operation, including without limitation furniture
and other materials at the Sites as described in Exhibit B.
1.29 "Facilities": The buildings and land to house certain Equipment and
Project related activities hereunder.
1.30 "Federal Financial Participation": The federal government's share of
an expenditure made by the Counties under the Agreement.
1.31 "Function(s)": A discrete capability or function of the Software.
1.32 "Implementation": The process for making a Software Deliverable
Operational for Processing the Data in Production. Implementation shall be completed when
Contractor has completed the Implementation Services according to the applicable Work Plan.
1.33 "Information Technology Agreement": The agreement which was
executed between the parties for the design, development, implementation, operations and
maintenance for the Systems and which was effective as of February 28, 2000.
1.34 "Key Staff": Contractor's key personnel described in Exhibit F and listed
in Section 4.10.9 of the Response.
1.35 "Letter of Credit": The letter of credit described in Section 15.8 and
included at Exhibit H.
1.36 "Local County Sites": The locations where Equipment, Software, and
Project staff may be located, which are listed in the RFP Attachment D, and which may change
as otherwise designated by the Counties in accordance with Section 14.
1.37 "Maintenance": Maintenance and Support Services which shall be
performed by Contractor and which are described as such in the RFP, Response and Exhibit F.
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1.38 "Maximum Amount": The maximum amount payable and paid by the
Counties to Contractor under this Agreement, as described in Exhibit A.
1.39 "Network": The telecommunications lines, Equipment, Software, and
Services for transmitting Data and other information for the Counties among and between Sites
and other specified locations and systems.
1.40 "Notice": A written document given by a party to the other in accordance
with Section 22.29.
1.41 "Object Code": The binary code version of a Software program loaded
into a computer's memory to enable it to perform a program function.
1.42 "Operational": The condition when a Software Deliverable or the
Systems are functional in accordance with their applicable Specifications and used for their
purposes in Production.
1.43 "Operations": Services which shall be performed by Contractor and
which are described as such in the RFP, Response and Exhibit F.
1.44 "Operations Effective Date" or"OED": The event that occurs after
Acceptance of each Software Deliverable and the Counties put the applicable Function(s) into
Production.
1.45 "Performance Standards": The standards which Services will meet as
described in Exhibit C.
1.46 "Pre-existing Software": All computer programs which were developed
and owned by Contractor prior to the Agreement Effective Date or outside the scope of this
Agreement, and any modifications thereof and derivative works based therein, and which were
not designed, developed or installed with Federal Financial Participation, including but not
limited to commercially available Contractor software listed in Exhibit B and proprietary
software which is not generally made available as a commercial product by Contractor; and the
documentation used to describe, maintain and use such Pre-existing Software.
1.47 "Processing": The performance by the Software residing on the
Equipment of logical operations and calculations on the Data.
1.48 "Production": The use of Function(s) in the Counties' production
environment(s) and to perform their regular business operations.
1.49 "Project": Pursuant to the terms and conditions of this Agreement, the
Maintenance, Operations, management, and use of the Systems for the administration of certain
public assistance programs for which the Counties are responsible.
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1.50 "Project Management Tool": The software tool that the parties use to
manage information for and other aspects of the Project; the tool is referred to as Project
Portfolio Management in the RFP or shall be a substitute tool chosen by the Counties pursuant to
Section 14.
1.51 "Project Plan": The Project Plan for each Change Request and other
tasks, as described in RFP Section 4.9.3.3.
1.52 "Property": All the Counties' Equipment, the Deliverables, and other
real and personal property.
1.53 "Release": A specifically identifiable version of the System that is (or
was) placed into Production on a particular date.
1.54 "Release Effective Date": The event that occurs after Acceptance of
each Software Deliverable, the Counties decide to put the applicable Function(s) into Production,
and Contractor puts the applicable Function(s) into Production.
1.55 "SAC": The Strategic Architecture Committee described in Schedule 1 to
Exhibit F.
1.56 "Schedule": The dates described in a Work Plan for performance of
Services and other Project events and activities.
1.57 "Separate Services": The requested Services to be rendered and
chargeable to an individual County pursuant to Section 13.
1.58 "Service Level Agreements": The standards to which the Systems shall
perform and which Services and Deliverables will meet as described in Exhibit C.
1.59 "Services": The tasks and services to be performed by Contractor on the
Project, as described in the Agreement.
1.60 "Site(s)": The locations for the Equipment, Software, and Project staff,
including without limitation the local County Sites, the Central Site Facility, the Project site,
Contractor's back up site and Contractor's training sites.
1.61 "Software": The software for the Ca1WIN System, the Access CaIWIN
System, the Benefits Ca1WIN System, and the SMART System(to the extent Contractor
provides Services for the SMART System), as each are described in the RFP; Pre-existing
Software; Third-Party Software; Custom Software; the Configuration; and all Enhancements
thereto in Source Code and Object Code formats.
1.62 "Source Code": The series of instructions to a computer for carrying out
the various tasks that are performed by a computer program, expressed in a programming
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language that is easily comprehensible to appropriately trained persons and that translates such
instructions into Object Code which then directs the computer to perform its functions.
1.63 "Specifications": The technical and other written specifications that
define the requirements for the Project as described in the RFP, the Response, subsequent
Deliverables which have received Acceptance, DEDs, the Service Level Agreements, and the
Documentation. The Specifications are, by this reference, made a part of this Agreement as
though completely set forth herein.
1.64 "Staff": Contractor's employees, Subcontractors and agents who shall
provide the Services on behalf of Contractor.
1.65 "Start Date": The Agreement Effective Date...
1.66 "State": The State of California.
1.67 "State Letters": Letters from the Agencies of the State of California to
the counties in the State, with instructions regarding the implementation of federal and State
policies, laws, rules, and regulations.
1.68 "Statement of Work": The Statement of Work included in Exhibit F,
and subsequent Statements of Work which are agreed to by the parties in writing and which shall
be incorporated into Exhibit F upon such agreement, detailing the Services to be performed and
Deliverables to be provided by Contractor under the terms and conditions of this Agreement.
1.69 "Subcontractor": A person, partnership, or company, which is not in the
employment of or owned by Contractor and which is performing Services under this Agreement
under a separate agreement with or on behalf of Contractor.
1.70 "Support": The technical and customer support Services which are
described as such in the RFP and Response and in Exhibit F.
1.71 "System(s)": The Software integrated and functioning together with the
Data in accordance with the applicable Specifications and on the Equipment for the Ca1WIN
System, the ACCESS Ca1WIN System, the Benefits Ca1WIN System, MyBenefits Ca1WIN
System, Ca1WIN Mobile Application System and the SMART System, as each are described in
the RFP.
1.72 "System Testing": Functional and integration testing performed on
Software Deliverables by Contractor so that Contractor can provide Certification of their
readiness for applicable Acceptance Tests by the Counties.
1.73 "Third-Party Software": Software which is developed by third parties
and generally distributed for commercial use, and not specifically designed or developed for the
Counties, including without limitation operating system software, tools, utilities, open source
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software, and commercial-off-the-shelf software from a third party licensor and which
Contractor supplies to the Counties pursuant to the terms of this Agreement.
1.74 "Unauthorized Code": Any: (i)virus, Trojan horse, worm or other
software routines or equipment components designed to permit unauthorized access to disable,
erase, or otherwise harm Software, Equipment, or Data or to perform any other such actions; and
(ii)back door, time bomb, drop dead device, or other software routine designed to disable a
computer program automatically with the passage of time or under the positive control of a
person other than a licensee of the Software. Unauthorized Code does not include software
routines in a computer program, if any, designed to permit an owner of the computer program(or
other person acting by authority of the owner) to obtain access to a licensee's computer
system(s) (e.g., remote access via modem) solely for purposes of Maintenance or Operations.
1.75 "Uptime": The time that each System is Operational, as measured 24-
hours-a-day, Monday through Sunday, on a monthly basis, except for mutually agreed upon
scheduled Maintenance activities. Uptime shall be as described in Exhibit C. Also referred to as
"Availability" and"Available" in Exhibit C.
1.76 "User(s)": Parties who will have use of and access to the Systems and
Services.
1.77 "Work Plan": The plan of activities for a Change Request and other
tasks, as described in Exhibit F.
1.78 "Work Product": Data and products produced under this Agreement
including but not limited to, Deliverables, discoveries, formulae, ideas, improvements,
inventions, methods, models, processes, techniques, findings, conclusions, recommendations,
reports, designs,plans, diagrams, drawings, Configurations, Custom Software, Data and
databases, documents, pamphlets, advertisements,books, magazines, surveys, studies, computer
programs, films, tapes, and/or sound reproductions, to the extent provided by law.
2. Term. The term shall begin on the Agreement Effective Date and shall continue
for five years, subject to earlier termination as provided in the Agreement. In addition, the
Counties shall have the sole discretion to renew the term for up to a total of five additional years,
comprised of one 3-year period and one 2-year period. Renewal of the Agreement term may be
made by the Counties upon the same authority as provided in Section 22.26.
3. Financial Matters.
3.1 Charges. Subject to the Counties' receipt of a correct invoice,
Contractor's performing its obligations as required in the Agreement, and the Counties' exercise
of their remedies, the Counties shall pay the Charges in Section 3 of Exhibit A in accordance
with the Payment Schedule in Section 6 of Exhibit A for the Services and Deliverables and
Change Requests in accordance with the terms of Section 3.5 for Deliverables which received
Acceptance in the previous month.
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3.2 Maximum Amount. The Maximum Amount shall be as set forth in
Exhibit A.
3.3 Taxes. Subject to the Counties' receipt of a correct invoice,
Contractor's performing its obligations as required in the Agreement, and the Counties' exercise
of their remedies, the Counties shall pay for any sales or use taxes imposed on the Deliverables if
the Counties receive an invoice from Contractor for such taxes within one year of the due date.
Contractor must pay taxes based on Contractor's income or revenue or personal property taxes
levied or assessed on Contractor's personal property to which the Counties does not hold title.
3.4 Contractor Expenses. Contractor shall pay its out-of-pocket expenses
which are incurred in connection with the Agreement unless otherwise indicated in a Change
Request and agreed to in writing by the Counties.
3.5 Invoices. Contractor shall submit correct invoices to the Counties'
Executive Director for all Charges, expenses, and other amounts to be paid by the Counties
hereunder. All invoices submitted must meet with the approval of the Counties' Executive
Director or designee prior to payment. The Counties' Executive Director will,within 10
working days of receipt thereof, review invoice(s) and, if approved by Counties' Executive
Director or designee, will advise Contractor to proceed processing the invoice directly to each
County for payment as directed in writing by Counties' Executive Director or designee. Each
County shall pay its share of each invoice as determined by the County share allocation
methodology set forth in Section 8 in Exhibit A and subject to the exercise of the Counties'
remedies within 30 Days following the receipt of such invoice in each County. The
methodology set forth in Section 8 in Exhibit A may be modified by the Counties' Executive
Director or designee in his or her sole discretion, provided any changes to the County share
allocation are less than 3% of the annual County share in any County. For any annual change of
such that is 3% or greater, the Counties' Executive Director or designee must obtain the approval
of Counties' County Boards of Supervisors or their delegates in their sole discretion before any
such change is effective. Pending approval of such changes by the County Boards of
Supervisors or their delegates, Contractor shall issue invoices in the County-share ratios most
recently approved by Counties for Contractor to use. After approval of such changes by the
County Boards of Supervisors or their delegates, if needed, the parties shall revise and adjust
invoice County-share ratios in subsequent months. In no event will the total County share
allocation equal less than 100%. Contractor shall only submit invoices for Services or
Deliverables as permitted by this Section 3.5. Incorrect or incomplete invoices will be returned
by the Counties to Contractor for correction and reissue. The Agreement number must appear on
all invoices,bills of lading,packages, and correspondence relating to this Agreement. Invoices
must reference this Agreement, must provide detailed supporting documentation and must be in a
format as requested by the Counties, including without limitation:
3.5.1 Contractor name, address,telephone number and federal tax
identification number;
3.5.2 An itemization of each Deliverable and Service;
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3.5.3 The Deliverable and Service for which payment is sought, and the
Acceptance date triggering payment;
3.5.4 Applicable Charges;
3.5.5 Date of delivery and/or date of installation, as applicable;
3.5.6 Any other Project expenses or costs which are accepted on a
Change Request, with a detailed, itemization of such expenses and costs, if applicable;
3.5.7 Sales or use taxes, if applicable;
3.5.8 Credits, if any; and
3.5.9 Total amount due.
3.6 Overpayments to Contractor. Contractor shall promptly, but in all
cases within 30 Days, pay to the Counties the full amount of any erroneous payment or
overpayment upon Notice of an erroneous payment or overpayment to which Contractor is not
entitled or when otherwise discovered by Contractor.
3.7 Credits. Any credits due the Counties under this Agreement may be
applied against Contractor's invoices with appropriate information attached,upon giving of
notice required herein, if any, by the Counties to Contractor.
3.8 No Increases. Contractor shall not increase the Charges or Maximum
Amount due from the Counties under this Agreement for all Services and Deliverables during the
term of this Agreement, except as otherwise specifically permitted in the Agreement.
3.9 Funding.
3.9.1 The parties acknowledge and agree that this Agreement is
dependent upon the availability of County, State, and/or federal funding. If funding to make
payments in accordance with the provisions of this Agreement is not forthcoming from the
County, State and/or federal governments for the Agreement, or is not allocated or allotted to the
Counties by the applicable County, State and/or federal governments for this Agreement for
periodic payment in the current or any future fiscal period, then the obligations of the Counties to
make payments after the effective date of such non-allocation or non-funding, as provided in the
notice, will cease and terminate as applicable.
3.9.2 If funding, to make payments in accordance with the provisions of
this Agreement, is delayed or is reduced from the Counties or from the County, State and/or
federal governments for the Agreement, or is not allocated or allotted in full to the Counties by
County, State, and/or federal governments for this Agreement for periodic payment in the current
or any future fiscal period, then the Counties shall seek from Contractor its recommendations
regarding changes to the Project, and the obligations of the Counties to make payments will be
delayed or be reduced under this Section to the extent necessary for the Counties or the Counties
shall have the right to terminate the Agreement as provided in Section 21.6 or suspend the
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Project as provided in Section 15.5,but without a 30 Day limit. If such funding under this
Agreement is reduced as a result of such delays or reductions in funding in an amount that is less
than 20% of the Charges budgeted to be paid to Contractor for Services and Deliverables in any
State fiscal year and the Counties do not exercise such rights to terminate, the Counties shall
determine which aspects of the Agreement shall proceed and which Services shall be performed
and not performed, with Contractor's Charges for such Services and Deliverables reduced
proportionately and the Contractor will be allowed to reduce or delay its associated costs for
such Services and Deliverables to the same extent. If such funding under this Agreement is
reduced as a result of such delays or reductions in funding in an amount that is equal to or greater
than 20% of the Charges budgeted to be paid to Contractor for Services and Deliverables in any
State fiscal year: (i)the Counties and Contractor shall jointly determine which aspects of the
Project shall proceed and which Services shall be performed and not performed in which fiscal
period, with Contractor's Charges related to such Services to be performed and associated
Deliverables reduced; and (ii) the parties shall discuss whether to revise the Agreement related to
Performance Standards, liquidated damages, remedies, Key Staff, the Implementation of
Software version updates and other relevant terms. In these situations, Contractor shall have the
right to submit claims for such costs and expenses pursuant to Section 3.9.2, and amounts held
back as described in Exhibit A if the Counties utilize their rights under Section 3.9.2, and the
Counties will pay Contractor for Services and Deliverables and certain of its costs in accordance
with the terms of Section 21.6. Any obligation to pay by the Counties will not extend beyond
the end of the Counties' then current funding period.
3.9.3 Contractor expressly agrees that no penalty or damages shall be
applied to, or shall accrue to, the Counties in the event that the necessary funding to pay under
the terms of this Agreement is not available, not allocated, not allotted, delayed or reduced and
the Counties shall not be responsible for any costs, expenses or losses incurred by Contractor as
a result of the Counties' termination of the Agreement or reduction of Services except as
expressly described in this Agreement. The Counties will use reasonable efforts to provide
Notice as soon as reasonably possible to Contractor if it reasonably appears that this Section 3.9
may be utilized by the Counties or be applicable at any time during the pendency of the Project.
3.10 Advance Payments Prohibited. No advance payment shall be made
for Deliverables or Services furnished by Contractor pursuant to this Agreement unless otherwise
mutually agreed upon in writing.
3.11 No Additional Consideration. Except as expressly provided in
Exhibit A, Contractor shall not be entitled to nor receive from the Counties any additional
consideration, compensation, salary, wages, or any other type of remuneration for Services
rendered under this Agreement. Specifically, Contractor shall not be entitled by virtue of this
Agreement to consideration in the form of overtime, health insurance benefits, retirement
benefits, disability retirement benefits, sick leave,vacation time,paid holidays, or other paid
leaves of absence of any type or kind whatsoever.
4. Project Management.
4.1 Overall Responsibility. Contractor shall have responsibility for
managing the Project to completion in accordance with the requirements of the Agreement.
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4.2 Reports and Meetings. The Contractor Project Manager and other Key
Staff shall participate in meetings with the Counties' Executive Director and other members of
the Counties' Project team during the Project at times as mutually agreed upon or as indicated in
the Statement of Work. Such meetings will include monthly leadership meetings, at which
Contractor shall report on upcoming legislative and regulatory changes of relevance to the
Counties, and quarterly advisory board meetings. Contractor shall also invite the Counties'
Executive Director to attend Contractor's semi-annual and other applicable conferences as
determined by Contractor, at which Contractor shows premier clients the future of its product
lines, at no charge for registration to attend the conferences,but the Counties shall pay for their
travel expenses to attend such conferences, subject to both parties' ethics and compliance
function approval.
4.3 Contractor Project Manager.
4.3.1 Contractor shall assign to the Project a Contractor Project Manager
of a management level sufficient to assure timely responses from all Contractor personnel and
whose resume and qualifications will be reviewed and must be approved by the Counties prior to
his or her appointment as Contractor Project Manager. The Contractor Project Manager shall be
responsible for acting as a liaison with the Counties' Executive Director.
4.3.2 Contractor agrees that the Contractor Project Manager shall be
fully qualified to perform the tasks required of that position under this Agreement. The
Contractor Project Manager shall function as Contractor's authorized representative for all
management and administrative matters not inconsistent with the provisions contained herein.
The Contractor Project Manager shall have authority to make decisions and approve Change
Requests.
4.3.3 If the Contractor Project Manager is removed or replaced,
Contractor will promptly(and in all cases within 48 hours)provide Notice to the Counties and
submit at least two resumes of other qualified candidates within 30 Days of removal or
replacement of the Contractor Project Manager. Contractor must obtain approval of the
replacement Contractor Project Manager from the Counties, prior to his or her beginning work
on the Project. Contractor shall temporarily fill the Contractor Project Manager within seven
Days of it being vacated and shall fill the position with a permanent fulltime replacement within
45 Days of the Contractor Project Manager's removal or departure.
4.4 Contractor Staff.
4.4.1 Prior to the Agreement Effective Date, Contractor shall have
provided to the Counties names of and resumes for Key Staff for the Project and their positions
during the Project and Support and Maintenance. Contractor shall also provide to the Counties
job descriptions for Key Staff positions.
4.4.2 Except in the case of a legally required leave of absence, sickness,
death, termination of employment or unpaid leave of absence, Key Staff shall not be changed
during the Project from the people who were described in Exhibit F and the Response without
the prior written approval of the Counties. During the term of the Agreement, the Counties
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reserve the right to approve or disapprove Contractor's and any Subcontractor's Key Staff
assigned to this Agreement, to approve or disapprove any proposed changes in Key Staff, or to
require the removal or reassignment of any Contractor or Subcontractor Staff found unacceptable
by the Counties, subject to the Counties' compliance with applicable laws. Contractor shall
provide the Counties with a resume of any member of its Key Staff or a Subcontractor's Key
Staff assigned to or proposed to be assigned to any aspect of the performance of this Agreement
prior to that person commencing to provide any Services.
4.4.3 All Staff proposed by Contractor as replacements for other Staff
shall have comparable or greater skills for performing the activities as performed by the Staff
being replaced. Contractor assumes sole and full responsibility for its acts and the acts of its
Staff. Contractor understands and agrees that the Counties do not assume liability for the actions
of the Staff. Contractor shall ensure that any transition to new Staff will not affect the Schedule
or provision of Services set forth in this Agreement.
4.4.4 Contractor agrees that any claim on behalf of any person arising
out of employment or alleged employment by Contractor(including, but not limited to, claims of
discrimination against Contractor, its officers, or its agents) are the sole responsibility of
Contractor and are not the responsibility of the Counties. Contractor will indemnify and hold the
Counties harmless from any and all such claims asserted against the Counties. Any person who
alleges a claim arising out of employment or alleged employment by Contractor will not be
entitled to any compensation, rights, or benefits from the Counties (including,but not limited to,
tenure rights, medical and hospital care, sick and annual/vacation leave, severance pay, or
retirement benefits).
4.5 The Counties' Executive Director. The Contractor Project Manager's
primary point of contact in matters of Project management shall be the Counties' Executive
Director. The Counties' Executive Director or his or her designee or successor will manage this
Agreement on behalf of the Counties and will be the principal point of contact for the Contractor
concerning Contractor's performance under this Agreement.
4.6 Reference and Background Checks. Due to the confidential nature of
the information and materials which will be accessible to Contractor, the Counties shall have the
right to conduct reference and background checks on Contractor Staff to be used to provide the
Services. The Counties reserve the right in their sole discretion to reject any proposed Staff as a
result of information produced by such reference checks, background checks, or additional
sources of information. In addition, Contractor shall conduct its own reference and background
checks for at least five previous years on Staff or their substitutes to be used to provide the
Services. Contractor further agrees to cooperate fully with the Counties in completion of these
requirements.
4.7 Records Retention and Access Requirements.
4.7.1 Contractor shall agree to the conditions of all applicable County,
State and federal regulations, which are incorporated herein by this reference, regarding retention
and access requirements relating to all financial and programmatic records, supporting
documents, statistical records, and other records of this Agreement. In addition, Contractor shall
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agree to the terms which are set forth below regarding retention of records and access for
County, State and federal government officials.
4.7.2 Contractor and its Subcontractors shall maintain books, records,
documents and other evidence which sufficiently and properly reflects the accuracy of amounts
billed to the Counties during the performance of this Agreement and their compliance with
applicable laws and regulations, and shall retain all such records for six years after the expiration
or termination of this Agreement. Records involving matters in litigation related to this
Agreement shall be kept for one year following the termination of litigation, including all
appeals if the litigation has not terminated within six years from the date of expiration or
termination of this Agreement.
4.7.3 All such records shall be subject at reasonable times and upon
prior Notice to examination, inspection, copying, or audit by personnel so authorized by the
Counties' Executive Director and/or County, State and federal officials so authorized by law,
rule, regulation or contract, when applicable. During the term of this Agreement, access to these
items will be provided within Sacramento County, California. During the six year period after
this Agreement term or one year term following litigation, delivery of and access to these items
will be at no cost to the Counties. Contractor shall be responsible for any audit exceptions or
disallowed costs incurred by Contractor or any of its Subcontractors, subject to Section 22.20
(Force Majeure). Notwithstanding anything to the contrary herein, the Counties shall on its
behalf(but without limiting other government agencies) agree to audit Contractor in accordance
with the terms of the Agreement no more often than semi-annually.
4.7.4 The records retention and review requirements of this Section 4.7
shall be included by Contractor in any of its subcontracts with Subcontractors. The Counties'
personnel shall be accompanied by Contractor personnel at all times during any examination,
inspection, review or audit. Contractor shall make no charges to the Counties for services
rendered in connection with an audit requested by the Counties.
4.7.5 As part of the Services, Contractor shall provide, upon the
Counties' request, a copy of those portions of Contractor's and its Subcontractors' internal audit
reports relating to the Services provided to the Counties under this Agreement. In addition,
Contractor shall undergo an annual SSAE No. 16 or successor audit throughout the term at the
Central Site Facility and the Back-up Site Facility. As part of the Services, Contractor shall
provide, upon the Counties' request, a copy of such annual SSAE No. 16 or successor audit
within 30 Days of completion. If any relevant exceptions are noted in such audits, Contractor
shall promptly correct those exceptions.
4.8 Accounting Requirements. Contractor shall establish and maintain an
accounting system with procedures and practices in accordance with generally accepted
accounting principles. The accounting system shall maintain records pertaining to the Services
and all other costs and expenditures made under this Agreement, and the costs properly
applicable to the Agreement shall be readily ascertainable therefrom.
4.9 Supplemental Contracts. The parties acknowledge that the Systems
are being operated and maintained by Contractor as of the Agreement Effective Date and during
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the Transition In Period(as defined in Exhibit F). The Counties may undertake or award
supplemental contracts for work related to this Agreement, or any portion thereof. Contractor
shall cooperate such other contractors and the Counties in all such cases. Contractor shall ensure
that all Subcontractors shall abide by this provision. It is understood and agreed by the parties
hereto that Contractor shall not be responsible for the acts or failures to act of such other
contractors or for any delays which may be caused by such other contractors, except that
Contractor shall be responsible for delays of, or acts or failures to act of, such other contractors
to the extent such delays, or acts or failures to act are caused by or due to the fault of Contractor.
4.10 Inspections. County, State and federal agencies shall, at all reasonable
times, have the right to enter Contractor's facilities, premises or such other places where duties
under the Agreement are being provided to inspect, monitor, or otherwise evaluate Contractor's
performance, compliance and/or quality assurance under this Agreement. Contractor and all
Subcontractors must provide reasonable access to all Facilities and assistance to County, State
and federal Government authorized representatives. All inspections and evaluations shall be
performed by such agencies in such a manner that will not unduly delay work.
5. Services and Resources.
5.1 Performance. Contractor shall begin to perform the Services on the
Start Date. Contractor shall perform the Services as described in this Agreement.
5.2 Necessary Resources. Except as specifically provided herein,
Contractor shall provide the Staff and all other materials and resources necessary for the
performance of the Services.
5.3 Ownership. Title to all Property furnished by the Counties shall remain
in the Counties. Title to all Property purchased by Contractor, for which Contractor has been
reimbursed by the Counties under this Agreement, shall pass to and vest in the Counties as
provided in Exhibit F.
5.4 Use of Property. Any Property furnished to Contractor shall,unless
otherwise provided herein, or approved in writing by the Counties' Executive Director, be used
only for the performance of its obligations under and subject to the terms of this Agreement.
5.5 Damage to Property. Contractor shall protect and be responsible for
any loss, destruction, or damage to Property which results from or is caused by Contractor or
from the failure on the part of Contractor to maintain and administer that Property in accordance
with the terms of the Agreement. Notwithstanding anything to the contrary herein, Contractor
shall be liable to the Counties for any damages resulting from damage to Property, which
damages result from or are caused by Contractor. Contractor shall ensure that the Property is
returned to the Counties in like condition to that in which it was furnished to Contractor,
reasonable wear and tear excepted. Contractor shall repair or make good any such damage,
destruction or loss at any of the Counties' Sites, and shall do so without requesting contribution
or assistance from the Counties.
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5.6 Notice of Damage. Upon the loss of, destruction of, or damage to any
of the Property, Contractor shall give Notice to the Counties'Executive Director thereof and
shall take all reasonable steps to protect that Property from further damage.
5.7 Surrender of Property. Contractor shall surrender to the Counties all
Property upon the earliest of completion, termination, or cancellation of this Agreement.
5.8 The Counties' Property. The Counties will provide Contractor access
to and use of the Counties' Equipment as described in Exhibit F. Contractor's use of the
Counties' Equipment shall be subject to the Counties' security, administrative and other
requirements.
6. Equipment.
6.1 Contractor Equipment. Contractor shall provide Equipment at
Contractor Sites and as described in Exhibit B.
6.2 The Counties' Equipment. The Counties shall provide Equipment at
the Counties' Sites as described in Exhibit B.
6.3 Equipment and Third-Party Software Ordering and Delivery
6.3.1 The Counties may order Equipment and Third-Party Software from
Contractor pursuant to Change Requests. Contractor will ship the Equipment and Third-Party
Software to Contractor or the Counties and County Sites, as agreed upon by the parties in the
applicable Change Request, Work Plan, and this Agreement. If Contractor receives the
Equipment and Third-Parry Software, Contractor will load the Third-Parry Software and other
Software on the Equipment, and Contractor will pre-test each such item of Equipment and
confirm that it operates in accordance with applicable Specifications before it is shipped to a
County Site or the Counties' Site. Following such confirmation, Contractor will ship the
Equipment with the applicable Software to the Site(s) agreed to by the parties in writing.
6.3.2 Contractor shall deliver the Equipment and Software ordered
pursuant to this Agreement on the dates specified in the Change Request and its Work Plan. For
any exception to these delivery dates, Contractor must notify the Counties and obtain prior
approval in writing.
6.3.3 All Equipment and Third Parry Software physical deliveries made
pursuant to this Agreement to local County Sites and the ASF must be complete. The Counties
shall inspect and provide written acknowledgement of Acceptance or rejection of installation of
the Equipment after receipt of a Notice from Contractor that installation has been completed
within such other period of time as the parties agree in writing. Any such item of Equipment
shall be deemed incomplete and not delivered, thereby relieving the Counties' of their inspection
obligations until delivery is complete, if any item of Equipment or Third Party Software,
component, or feature thereof within the ordered configuration has not been delivered, or, if
delivered, not installed in accordance with its Specifications and the Change Request and its
Work Plan. However, the Counties shall retain such incomplete Equipment or Third Party
Software until delivery is complete. All packages must be accompanied by a packing slip which
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identifies all items included with the shipment and the Counties' Change Request number.
Contractor's or Contractor's delivery receipt must be signed by an authorized representative of
the Counties for all deliveries made hereunder.
6.4 Loss or Damage.
6.4.1 Contractor shall ship all Equipment and Software purchased and
licensed pursuant to this Agreement, freight prepaid, FOB the Counties' designated destination.
The method of shipment shall be consistent with the nature of the Equipment and Software and
hazards of transportation. Regardless of FOB point, Contractor agrees to bear all risks of loss,
damage, or destruction of the Equipment and Software, in whole or in part, ordered hereunder
which occurs prior to installation completion, except loss or damage attributable to the Counties'
acts or omissions or a force majeure event under Section 22.20 (Force Majeure); and such loss,
damage, or destruction shall not release Contractor from any obligation hereunder.
6.4.2 After installation completion, the risk of loss or damage for the
Equipment shall be borne by the Counties, except loss or damage which results from or is caused
by Contractor.
6.5 Installation and Set-up.
6.5.1 Installation for all Equipment and Software will occur as described
in Exhibit F or the applicable Change Request, Project Plan, and Work Plan. Any Equipment
and Software installations done by Contractor shall be conducted by experienced and trained
Staff, and shall not invalidate or void any manufacturers' warranties. Contractor will be
responsible for safety conditions in the areas of work performance that it controls.
6.5.2 Contractor shall conduct its installation Services so as to minimize
interference with normal activities of the Counties and shall keep the Site safe, clean and orderly
at all times. Contractor will restore the Site(s)to a condition no less finished than prior to the
initiation of the Equipment's installation. Upon completion of installation, Contractor will leave
the Site clean and free from all of its materials, tools, and equipment not required after
installation and from all rubbish and debris which result from installation.
6.5.3 Contractor shall provide confirmation that each item of Equipment
conforms to its applicable Specifications following completion of installation by Contractor as
required in this Agreement. Contractor agrees that the Counties shall have the right to confirm
that the Equipment conforms to applicable Specifications following receipt of such confirmation.
Contractor shall correct any failures of the Equipment to meet applicable Specifications
following receipt of Notice from the Counties and following this confirmation inspection
described in the sentence above,unless such failure is due to the fault of the Counties.
6.6 Connections to Equipment. If requested by the Counties, Contractor
agrees to identify, on all items of Equipment, components, or features thereof supplied under this
Agreement, all appropriate test points for connecting commercially available Equipment
monitors designed to measure system capacity, performance, or activity.
6.7 Site and System Access.
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6.7.1 Contractor shall have access to the Counties' Sites in accordance
with applicable Change Requests and Work Plans to provide Services described in this Section,
subject to the administrative and security regulations existing at the Site(s), and such other
security regulations as are required because of the nature of the Systems or a Site. The Counties
shall cause the Counties' Sites to be available and ready on the dates specified in the applicable
Change request and its Work Plan for Equipment deliveries and installations in accordance with
written site and environmental specifications agreed to by the parties, as set forth in the
applicable Change Request.
6.7.2 To the extent a Site of the Counties' is not available and ready as
so specified within ten business days of the applicable dates in the Work Plan and the Counties'
failure to perform is not due to an event described in Section 22.20, Contractor may submit a
Change Request to the Counties under Section 14.7.
6.7.3 Any subsequent alterations or modifications to Site of the
Counties' which is directly attributable to incomplete or erroneous specifications provided by
Contractor and which involve additional expense shall be made at the expense of Contractor, to
the extent that such costs would not have been incurred had the complete and/or correct
specifications been initially provided.
6.7.4 Contractor shall promptly, and before the conditions are disturbed,
provide a Notice to the Counties' Executive Director of any latent or previously unknown
physical conditions encountered at a County Site which may affect the proposed method or time
for performing the work and may submit a Change Request to the Counties in accordance with
Sectionl4.7.
6.8 Protection From Damage. Contractor shall continuously protect the
Systems and County Equipment, in whole or in part, from damage, destruction or loss caused by
its Staff, and shall protect the Counties' real and personal Property ftom damage arising from its
Staff in connection with the delivery and installation of Equipment. Contractor shall be
responsible for any loss, destruction, or damage to the Counties' or any County's Property
which results from or is caused by Contractor's acts or omissions. Contractor shall repair any
damage, destruction, or loss at the Counties' Sites caused by Contractor.
6.9 Notice of Damage. Upon the loss of, destruction of, or damage to any
Property, under this Section, of the Counties or any County, Contractor shall notify the Counties'
Executive Director thereof and, subject to direction from the Counties' Executive Director or her
or his designee, shall take all reasonable steps to protect that Property from further damage.
6.10 Additions. The Counties may add items of Equipment and Software to
the System in accordance with the Change Request or other ordering procedures and standard
configurations for Equipment and Third-Parry Software agreed to in writing by the parties.
Such additions shall work with the Systems in accordance with the Specifications and shall be
subject to all of the terms and conditions of this Agreement.
6.11 Changes or Cancellations. The Counties may change or cancel items
of Equipment and Software prior to shipment. If the Counties issue a Change Request or other
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mutually agreed upon form causing a delivery delay or cancels an order less than 20 Days prior
to scheduled shipment, the Counties may be subject to a restocking charge, provided that
imposing such charges is part of Contractor's existing policies. Such charges would be equal to
Contractor's actual costs of restocking, which shall in any case be no greater than five percent of
the Charges for the Equipment being delayed or cancelled.
6.12 Codes. Contractor shall comply with all required Federal, State and
local codes, inspection standards and ordinances which apply while performing installation
Services and which exist at the time of the applicable installation. In the event that Contractor is
not performing in compliance with such required codes, inspection standards and ordinances,
Contractor shall remedy such noncompliance at no charge to the Counties.
6.13 Operations Documentation. Contractor shall, upon commencement of
performance, provide to the Counties such current diagrams, schematics, manuals, and other
Documentation necessary for the operation of the Equipment by the Counties or a third party.
There shall be no additional charge for such Documentation.
7. Network.
7.1 General
7.1.1 Contractor shall provide the Network Management Plan within the
Systems Operations Plan Deliverable, as described in Section 4.3.22.3 of the RFP and the
Response, in accordance with applicable Specifications.
7.1.2 Pursuant to the Network Specifications developed by Contractor
pursuant to the Network Management Plan within the Systems Operations Plan Deliverable as
described in Section 4.3.22.3 of the RFP and the Response, and following the completion of an
approved Network installation Schedule, Contractor shall connect the Equipment of Counties'
Sites to the Contractor's Network.
7.1.3 Contractor shall verify and test the circuits and Equipment to its
own and the applicable supplier's standards and for monitoring and managing the installed
Network.
7.1.4 Contractor shall not be liable for disruption or failure of the
Network to the extent such disruptions or failures are caused by failures of the County-operated
or State-operated telecommunications facilities, if any, used for the Network.
7.2 Network Impact of Office Relocations. If Sites of the Counties change
during the term, Contractor shall specify the new Network compliance requirements for the
relocated Site, and the Counties will be responsible for scheduling and implementing new
Network component installation and old Network component removal.
8. Facilities.
8.1 Central Site Facilities. Contractor shall provide a Central Site Facility
for the Systems as described in Exhibit F.
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8.2 Development Environment Facilities. Contractor shall provide a
development environment to support the Software and other development and testing
requirements for the Project.
8.3 Office Facilities. Contractor shall lease office Facilities to house the
Project. These Facilities shall provide space (as described in Exhibit F) to accommodate the
Counties' Project team, as well as the required on-site Contractor Staff, subject to Contractor's
and the Counties' agreement upon Contractor's space requirements.
8.4 Facilities Costs. Contractor shall be responsible for all costs related to
the operation of each Facility, including, but not limited to, leasehold improvements,utilities,
security, telephone, office equipment, supplies,janitorial services, storage, transportation,
insurance, fax and copy machine equipment and supplies. Also included is the telephone system
required to support help desk call routing and tracking.
8.5 Facilities Furnishings. Contractor shall provide furnishings including
but not limited to furniture and general office equipment which is specified in the RFP and
Section 4.11.4 of the Response and which is used in office Facilities and the Central Site Facility
for the Project. Any such furnishings needed in the Counties' Sites will be provided by the
Counties. Any such needs which exist in a Contractor owned or supplied development
environment facility will be provided by Contractor.
8.6 Contractor Liaison. Contractor shall designate an individual or
individuals as liaison on all Facility-related matters.
9. Acceptance Process for Deliverables and Services.
9.1 General.
9.1.1 Contractor shall provide the Counties with the Deliverables and
Services according to the Work Plans and as described in the RFP, the Response, and other parts
of this Agreement. Contractor shall utilize the Specifications, the DEDs, the RFP, the Response,
the Deliverables for which the Counties have previously granted Acceptance, Contractor's
professional knowledge, and this Agreement as the basis of subsequent Deliverables and
Services. Contractor shall retain backup copies in writing and on electronic media of all
Deliverables until 180 Days after termination or expiration of this Agreement and shall provide
the Counties on its request with a copy thereof until that time.
9.1.2 All Deliverables shall be subject to the Counties' Acceptance,
including without limitation Deliverables provided pursuant to Change Requests. All Services
which are subject to Acceptance Tests shall have their Acceptance Criteria described in DEDs
and shall be described in and included in Deliverables as identified in Exhibit F or mutually
agreed Change Requests pursuant to Section 14, such as training Services which shall be
completed by Contractor and described in a monthly status report. The Counties' review of
Deliverables shall be in accordance with the time frames therefor set forth in the applicable
Work Plans.
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9.1.3 The Work Plan shall include Deliverables that are described as
Critical Milestones in the Agreement and others, if any, mutually agreed upon in a Change
Request. A breach of a Critical Milestone shall be subject to the procedure in Section 21.1
before the Counties can exercise the remedy in Section 21.1. In addition, updated versions of the
Work Plan which receive Acceptance by the Counties shall be incorporated by reference into the
Agreement without requiring an Agreement amendment.
9.2 Deliverables Acceptance Process.
9.2.1 Upon delivery of a Deliverable and receipt of Certification from
Contractor that the Deliverable meets its Acceptance Criteria, the Counties will, with
Contractor's assistance and in accordance with the Change Request and other applicable Project
documents, review or perform Acceptance Tests on the Deliverable, as applicable, to determine
whether the Deliverable conforms to its Acceptance Criteria. The Counties will provide
Acceptance for a Deliverable if it has no Deficiencies (except Cosmetic Deficiencies). However,
if a Deficiency(except for Cosmetic Deficiencies) is found, the Counties will notify Contractor
with the Project Management Tool, in an email or in a written Notice or other document of
Deficiencies used as the grounds for the Counties' decision not to give Acceptance. The
Counties shall use diligent efforts to provide thorough lists of such Deficiencies as soon as
feasible in accordance with the times for their review and testing in the Work Plan or as provided
below. Disagreements between the parties regarding the testing process shall be promptly
escalated by the parties to the Counties' Executive Director and the Contractor Project Manager
who will use diligent efforts to resolve such disagreements. Contractor shall correct Deficiencies
and resubmit a corrected Deliverable to the Counties which will review or perform Acceptance
Tests on the Deliverable to verify whether the Deliverable lacks Deficiencies except for
Cosmetic Deficiencies) and with the Project Management Tool, in an email or in a written
Notice or other document shall either give its Acceptance or reject it following such review or
Acceptance Tests. Contractor's times for correcting Deficiencies and the Counties' review of
Deliverables shall be in accordance with the timeframes therefor set in the Work Plan and other
Project documents. If time periods for correcting Deficiencies by Contractor and reviewing and
retesting corrected Deliverables are not in the Work Plan or another Project document, each such
time period shall be ten business days. However, the parties shall initiate Change Requests if the
Counties request changes to or additional Functions for the Deliverables, which are not included
in the applicable Specifications for such Deliverables, during the Counties' Acceptance Test
process.
9.2.2 If Contractor is unable to correct all Deficiencies (except for
Cosmetic Deficiencies)within the number of Days indicated in the Work Plan following the
Deliverable's scheduled Acceptance, or if no such date is in the Work Plan, within 30 Days from
such scheduled Acceptance, the Counties may, at their option: (a) continue reviewing or
performing Acceptance Tests on the Deliverable and require Contractor to continue until
Deficiencies are corrected or eliminated; (b) request Contractor to provide, at its expense, a
replacement Deliverable for further review or Acceptance Tests; (c) set-off from the Charges to
the extent the Counties determine the Deficiencies for the Deliverable have not been corrected
and provide Acceptance for the Deliverable; or(d) after completion of the process set forth in
this Section 9.2 and providing Notice of default to Contractor, reject the Deliverable and
terminate this Agreement as provided in Section 21.2.
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9.2.3 Notwithstanding anything to the contrary in this Agreement, the
parties shall use the following alternative process, also known as a"go-to-green plan", when the
Counties and Contractor determine that there is a new requirement for the Systems, and the
deadline for Implementation of Software with such requirement does not allow for the parties to
use or meet the time periods and testing, review and correction processes described above in this
Section 9.2. If the Counties and Contractor make this determination, there will be a Change
Request pursuant to Section 14 opened for the new requirement. A corresponding "go-to-green"
plan will be developed that describes: (i)the scope of work; (ii) Deliverables; (iii) time periods
and deadlines for delivery, testing, and other activities; (iv) limitations on or changes to remedies
that will apply to the Change Request work, subject to the last sentence of this Section 9.2.3; and
(v) other unique aspects of the work performed pursuant to the Change Request. Contractor
shall correct Deficiencies, which are found by either party after a Deliverable has been
implemented into Production in accordance with the terms of this Change Request,by the earlier
of Implementation of the next regularly scheduled Release of Updates for the Software or 90
Days following the effective date of the Change Request, unless the Change Request indicates
when Contractor shall otherwise correct such Deficiencies. Except for the remedy in Section
14.6 (Termination), the Counties' remedies associated with such Change Request shall not apply
until the next regularly scheduled Release of Updates for the Software unless the Change
Request indicates when such remedies would apply.
9.2.4 Notwithstanding the foregoing, if the Counties determine that
Deliverables, which have previously been described in a Change Request, need to be changed
and implemented into Production before System Testing and/or Acceptance Tests can be
completed:
(i) the Counties shall have the right to issue a revision (e.g., a
deviation or addendum) to an existing Change Request;
(ii) Contractor shall perform the work required in the changed
Change Request in accordance with Section 14;
(iii) the Contractor Project Manager and the Counties'
Executive Director shall meet to discuss and describe in the revision to the
existing Change Request:
(a) possible approaches to correcting Deficiencies that
arise after the changed Deliverable is in Production; and
(b) whether to hold in abeyance the Counties'
exercising their remedies related to such Deficiencies and Service
Level Agreements only for the Deliverable(s) subject to the
changed Change Request(but not other Deliverables) to the extent
that such Deficiencies are a result of the revision (e.g., a deviation
or addendum) as described in subsection 9.2.4(i).
9.3 Release Effective Date. After Acceptance of a Release, the Counties
shall, with input from Contractor, determine whether the Release is ready for its Release
Effective Date.
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9.4 Deleted by Agreement of the Parties.
9.5 Interpretation of Deliverables. In the event of a contradiction,
conflict, ambiguity or inconsistency in or between Deliverables and other documents that are part
of this Agreement, including without limitation, a Deliverable that has already received
Acceptance, the RFP and the Response, any such contradiction, conflict, ambiguity or
inconsistency shall be resolved in favor of the latest the Counties-approved Deliverable except in
the case where a previous documented requirement is inadvertently omitted or not addressed
directly in a subsequent Deliverable. No requirements can be omitted from the Specifications
without the written consent of the Counties' Executive Director.
9.6 Knowledge Transfer. While constructing and developing the
Deliverables, Contractor shall demonstrate and provide information to staff designated by the
Counties about the functions and operations of all such Software in accordance with the
Specifications and the Change Request and its Project Plan and Work Plan.
10. Licenses.
10.1 Pre-existing Software, Other Contractor Technology,And Third-
Party Software Licenses. Contractor hereby grants the Counties: (a) a nonexclusive, perpetual
license to use and reproduce the commercially available Pre-existing Software listed in Sections
II.A.1 and II.B.2 (except for Software which is marked with a"Y" in the column entitled"Used
In Operations Service Delivery") of Exhibit B which Contractor provides to or makes available
to the Counties in Object Code format; (b) a nonexclusive, perpetual, irrevocable and non-
terminable license to use, reproduce, modify, and prepare derivative works based on any
Contractor proprietary Pre-existing Software, which Contractor shall provide to or make
available to the Counties in Source Code format, and other Contractor Technology that is listed
in Section II.B.1 of Exhibit B and that is or should be listed in the Project Management Tool for
the Counties' internal purposes related to the Project; and(c) a nonexclusive, perpetual license to
use and reproduce (to the extent permitted in the Third-Party Software license agreement)the
Third-Party Software which Contractor provides to or makes available to the Counties in Object
Code format for the Counties' internal purposes related to the Project. In addition, commercially
available Pre-existing Software which is licensed by Contractor to the Counties under this
Agreement and which is listed in Sections II.A.1 and II.B.2 of Exhibit B shall also be subject to
the terms of Exhibit E following expiration or termination of this Agreement. These licenses
shall extend to any County's information technology and telecommunications outsource vendor
or vendors, including any subcontractors or successor(s)to the outsource vendor(s) for use on the
Project. Contractor shall list in the Project Management Tool all Contractor Technology
(including but not limited to Pre-existing Software) and Third-Party Software that Contractor
uses on the Project during the term and that could have an impact on the Maintenance or
Operation of the Systems or Project within ten Days of such use. Such use will include without
limitation embedding the Contractor Technology or Third-Parry Software in a Deliverable,
providing or making it available to the Counties, or using for fulfilling its obligations under the
Agreement.
10.2 Source Code Contractor shall provide the Counties with a copy of the
Source Code and updated associated technical Documentation for the Custom Software in its
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then current condition and for the other Software which is owned by or otherwise licensed to the
Counties during the term in Source Code format and which is in Contractor's possession
quarterly and within ten business days of a request from the Counties. Contractor shall
electronically transmit by telecommunications facilities such Source Code and Documentation at
no additional cost in a format acceptable to the Counties.
10.3 Term. The licenses in Section 10.1 are granted when the Counties first
obtain access to or directly use the Contractor Technology and Third-Party Software under the
terms of this Agreement, in whole or in part, and the licenses continue until the Counties return
the Pre-existing Software, Third-Party Software and other Contractor Technology and copies
thereof to Contractor or Third-Party Software licensor, erase such Pre-existing Software and
other Contractor Technology from their Equipment's storage media, and terminate the
Agreement, subject to termination following termination or expiration of this Agreement as
provided in applicable license agreements, except as provided in Section 10.1(b).
10.4 Title. Contractor and its suppliers hold all right, title and interest in the
Pre-existing Software and Contractor Technology.
10.5 Documentation. Contractor shall provide to the Counties one set of
Documentation or electronic access to Documentation for Software, as well as the System,
during the term, and Contractor shall transfer licenses to Documentation, which is marked with a
"Y" in the column entitled"Transferable License to WCDS" and shall transfer licenses to
Documentation which is listed in Section III of Exhibit B for the Counties' use following
expiration or termination of the Agreement, to the Counties. Contractor shall provide to the
Counties all such Documentation for use in electronic format compatible with Microsoft
Corporation's then-generally available Office products, Adobe products, or comparable then-
standard formats, and a written format in accordance with the terms of this Agreement.
Upgrades and revisions to this Documentation shall be provided while Contractor is providing
Services therefor. There shall be no additional charge for the Documentation or updates thereto,
in whatever form provided. Contractor's Documentation shall be comprehensive, well
structured, and indexed for easy reference. If Contractor maintains its technical, maintenance
and installation Documentation on a web site, Contractor may fulfill the obligations set forth in
this Section by providing the Counties access to its web-based Documentation information.
Contractor may also provide such information on CD-ROM. If the Counties wish to copy,
modify or otherwise use that Documentation for any purpose or use parts of such Documentation
in another document, Contractor shall seek such permission from the manufacturer or licensor if
Contractor does not already have authority to copy, modify or otherwise use such
Documentation. The Counties may seek permission directly from the manufacturer or licensor
or may ask Contractor to obtain permission to use, modify and reproduce such Documentation.
If Contractor uses Documentation owned by third parties for training on the Software, Contractor
shall obtain permission to use such Documentation or otherwise shall develop training materials
which shall be owned by the Counties as Work Products without use of the third parties'
Documentation. Those materials developed by Contractor shall be available to the Counties to
modify or use for the Counties' needs.
10.6 Copies. The Counties will reproduce and include the copyright and
other proprietary notices and product identifications provided by Contractor on such copies, in
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whole or in part, or on any form of the Pre-existing Software, Contractor Technology and the
Documentation.
10.7 Restrictions. Except as permitted by this Agreement, any license
agreement following expiration or termination of this Agreement, or by law, the Counties agrees
not to: otherwise copy, display,transfer, adapt, modify, reverse engineer, decompile,
disassemble, or distribute to any third party or lease the Pre-existing Software or any copy of it
which is provided only in Object Code format.
10.8 Replacements. The Counties shall be entitled to exercise its rights to
Pre-existing Software and Third-Party Software on the Equipment or any replacement equipment
used by the Counties, and with any new platform(e.g., operating system software, database, and
other associated software-related products) to which Contractor moves the Pre-existing Software
and Third-Party Software and with replacement Pre-existing Software and Third-Parry Software
without payment of additional Charges or other amounts under this Agreement, including but not
limited to Exhibit E, or any Third-Party Software license agreement following expiration or
termination of this Agreement.
10.9 Third-Party Software Licenses. Contractor shall assign or otherwise
provide a license agreement to the Counties to Third-Party Software upon expiration or
termination of the Agreement to the extent permitted by the Third-Party Software license and as
indicated in Exhibit B. Prior to utilizing any Third-Party Software product that may be included
as part of a Software Deliverable to the Counties and that could be licensed directly to the
Counties by the licensor if the Third-Party Software would be installed on the Equipment of the
Counties or their designee, Contractor shall provide copies of any applicable license agreement
from the licensor of the Third-Party Software as part of the review process by the SAC to allow
the Counties to pre-approve such license agreement, and the Counties shall approve, reject or
request changes to such license agreements within two weeks of receipt.
10.10 Versions. Unless otherwise mutually agreed to in writing, Contractor
shall, during the Project, maintain any and all Third-Parry Software products in accordance with
the terms of Schedule 1 to Exhibit F (Process to Manage Software Version Currency). The
Contractor will provide to the SAC a Software upgrade plan Deliverable at no additional charge
for such Services. However, Contractor shall not maintain any Third-Party Software versions,
including one version back, if any such version would prevent the Counties from using any
Functions, in whole or in part, in accordance with applicable Specifications for the Counties'
then current version of the Systems. Any additional costs that are charged by a Third-Party
Software manufacturer for an upgrade to a Third-Party Software product that is not covered by
such product's maintenance agreement shall be charged to and paid for by Contractor as part of
its monthly Maintenance and Operations Charges described in Exhibit A, Section 6.
10.11 State and Federal Governments. In accordance with 45 C.F.R. 95.617
and 45 C.F.R. 92.34, all appropriate State and federal agencies will have a royalty-free,
nonexclusive, and irrevocable license to reproduce,publish, translate, or otherwise use, and to
authorize others to use for federal government purposes: (i) software, modifications, and
documentation designed, developed or installed with Federal Financial Participation under 45
CFR subpart F; (ii) associated Documentation designed, developed, or installed with Federal
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Financial Participation under the Agreement; (iii)the copyright in any work developed under this
Agreement, a grant, sub-grant or contract under a grant or sub-grant; and(iv) any rights of
copyright to which Contractor purchases ownership under this Agreement.
11. The Counties' Ownership Rights.
11.1 Software and Modifications. The Counties will have all ownership
rights in Software (in Source Code and Object Code formats) or modifications thereof and
associated Documentation designed, developed or installed with Federal Financial Participation
under 45 CFR subpart F. In addition, the Counties shall own all right, title and interest in and to
its Confidential Information, the Counties' intellectual property, the Counties' equipment,
Equipment purchased by the Counties for the Project pursuant to Change Requests, including but
not limited to Equipment purchased under Section 13, and the other Work Products (including
but not limited to Custom Software but not including Contractor Technology for purposes of this
Section 11) and the Configurations.
11.2 Transfer of Ownership by Contractor. Contractor shall take all
actions necessary and transfer ownership of each Work Product to the Counties upon its
Acceptance. As between the parties, the Work Products shall be deemed works made for hire of
the Counties for all purposes of copyright law, and copyright shall belong solely to the Counties.
In the event that any such Work Product is adjudged to be not a work made for hire, Contractor
agrees to assign, and hereby assigns, all copyright in such Work Product to the Counties.
Contractor shall, at the expense of the Counties, assist the Counties or its nominees to obtain
copyrights, trademarks, or patents for all such Work Products in the United States and any other
countries. Contractor agrees to execute all papers and to give all facts known to it necessary to
secure United States or foreign country copyrights and patents, and to transfer or cause to
transfer to the Counties all the right, title and interest in and to such Work Products. Contractor
also agrees to waive and not assert any moral rights it may have in any such works.
11.3 Data. Contractor shall provide the Counties with a copy of the Data
which is on the Equipment used for the Systems within five business days of a request from the
Counties. Contractor shall provide such Data at no additional cost on magnetic media in a
format acceptable to the Counties.
12. Warranties.
12.1 Deliverables. Contractor represents and warrants that each Deliverable,
including without limitation, each of the Systems, shall conform to and perform in accordance
with its applicable Specifications as provided herein, with the exception of Cosmetic
Deficiencies as permitted in Section 9.2 of the Agreement. Contractor shall promptly in
accordance with applicable Performance Standards in Exhibit C repair or replace each of the
Deliverables that does not meet its applicable Specifications as provided herein at no additional
charge to the Counties.
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12.2 Services.
12.2.1 Contractor represents and warrants that:
12.2.1.1 It shall perform all Services required pursuant to
this Agreement in a professional manner;
12.2.1.2 Time shall be of the essence in connection with
performance of the Critical Milestones; and
12.2.1.3 The Services will comply with the Service Level
Agreements and Specifications, if any.
12.2.2 Contractor shall promptly in accordance with Exhibit C re-perform
Services which are not in compliance with such representations and warranties at no cost, unless
such non-compliance is due to an event described in Section 22.20 (Force Majeure), to the
Counties.
12.3 Equipment. Contractor warrants that:
12.3.1 Upon delivery to the Counties the Equipment will be new and
unused;
12.3.2 The Counties' use and possession of the Equipment will not be
interrupted or otherwise disturbed by any person or entity asserting a claim under or through
Contractor; and
12.3.3 Each item of Contractor-provided Equipment, component, or
feature thereof delivered hereunder to County Sites and the ASF will conform to the detailed
manufacturer's Specifications of such item and its configuration in all respects for the System
including, but not limited to, physical characteristics, operating characteristics, space
requirements, functionality,power requirements, maintenance or warranty characteristics,
modularity, and comparability. Any such configuration shall be deemed incomplete and not
delivered, thereby relieving the Counties' of their inspection obligations until delivery is
complete, if any item of Contractor-provided Equipment component, or feature thereof within
that configuration has not been delivered, or, if delivered, not installed or operational at County
Sites and the ASF in accordance with its Specifications.
12.4 Intellectual Property Rights
12.4.1 Contractor warrants that it is the owner of the Work Products that
are to be transferred and assigned to the Counties in accordance with Section 11.2 or otherwise
has the right to grant to the Counties the licenses (including but not limited to licenses to Third-
Party Software) described herein without violating any rights of any third party.
12.4.2 Contractor represents that, as of the Start Date, there is no actual or
threatened suit by any such third party based on an alleged violation of the rights granted or
licensed by Contractor to the Counties hereunder.
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12.4.3 Contractor warrants that the Work Products shall not infringe or
misappropriate any right of, and will be free of any claim of, any third person or entity based on
patent, copyright, trade secret, unfair trade practice, or other intellectual property right.
12.5 Network. Contractor represents and warrants that the Network shall
conform to and perform in accordance with its Specifications. Contractor shall promptly repair
or replace the Network, in whole or in part, to the extent that it does not meet its Specifications at
no additional charge to the Counties, except for County-operated or State-operated
telecommunications facilities, if any,used for the Network.
12.6 Legal and Regulatory Compliance. Contractor represents and
warrants that the Services, Deliverables, and Contractor-provided Facilities shall comply with all
applicable federal and State laws, regulations, codes, standards and ordinances, subject to
Section 14.8. In the event that any Services performed or any Deliverables or Facilities provided
by Contractor are subsequently found to be in violation of such laws,regulations, codes,
standards and ordinances, it shall be the sole responsibility of Contractor to bring the Service,
Deliverables, and Facilities into compliance in accordance with and subject to Section 14.8. In
addition, Contractor shall be responsible for and shall indemnify the Counties against any fines,
penalties, sanctions, or disallowances which are imposed on the Counties or Contactor and which
arise from any noncompliance with the federal or State laws, regulations, codes,policies and
guidelines that affect or apply to Contractor's or its Subcontractors' performance of their
obligations.
12.7 No Unauthorized Code.
12.7.1 Contractor warrants that, at the time it is made available or
provided to the Counties, the Software and Equipment shall not contain Unauthorized Code, that
Contractor has tested such Software and Equipment for such Unauthorized Code using industry
standard tests, and that Contractor has not found any such Unauthorized Code. Contractor
warrants to the Counties that the Software and Contractor Technology under this Agreement
shall contain no Unauthorized Code when it is made available or provided to the Counties.
Contractor further warrants that Contractor shall not introduce, via modem or otherwise, any
code or mechanism that electronically notifies Contractor of any fact or event, or any key, node,
lock, time-out, or other function, implemented by any type of means or under any circumstances,
that may restrict the Counties' use of or access to the Software, Data, or Services, in whole or in
part, based on any type of limiting criteria, including without limitation frequency or duration of
use for any copy of the Software and Services provided to the Counties under this Agreement.
12.7.2 In the event of a breach of these warranties, Contractor shall
immediately assign at least one knowledgeable and qualified Staff representative,who will begin
work after telephonic notice by the Counties on curing such breaches. This representative will
be dedicated to remedy the Deficiency, failure, malfunction, defect, or problem at no cost to the
Counties.
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12.8 Authorization. Contractor represents and warrants that:
12.8.1 Contractor is a limited liability company, validly existing and in
good standing under the laws of the state of Delaware and has all requisite power and authority
to execute, deliver and perform its obligations under this Agreement;
12.8.2 It has the full power and authority to grant to the Counties the
rights described in this Agreement without violating any rights of any third party and that there is
currently no actual or threatened suit by any such third parry based on an alleged violation of
such rights by Contractor;
12.8.3 The execution, delivery and performance of this Agreement has
been duly authorized by Contractor and no approval, authorization or consent of any
governmental or regulatory agency is required to be obtained in order for Contractor to enter into
this Agreement and perform its obligations under this Agreement;
12.8.4 The person executing this Agreement for Contractor has actual
authority to bind Contractor to each and every term, condition and obligation to this Agreement,
and that all requirements of Contractor have been fulfilled to provide such actual authority;
12.8.5 Contractor is duly authorized to conduct business in and is in good
standing in each jurisdiction in which Contractor will conduct business in connection with this
Agreement;
12.8.6 Contractor has obtained all licenses, certifications,permits, and
authorizations necessary to perform the Services under this Agreement and currently is in good
standing with all regulatory agencies that regulate any or all aspects of Contractor's performance
of the Services; and
12.8.7 It shall comply with all applicable local, State, and federal
licensing, accreditation and registration requirements and standards necessary in the performance
of the Services; and Contractor will maintain all required certifications, licenses, permits, and
authorizations during the term of this Agreement at its own expense.
12.9 Ability to Perform. Contractor represents and warrants that:
12.9.1 Contractor has the financial stability to carry out at least six
months of Services during any period of this Agreement without reimbursement for the Services
or expenses;
12.9.2 Contractor has the financial resources to fund the capital
expenditures required under the Agreement without advances by the Counties or assignment of
any payments by the Counties to a financing source; and
12.9.3 Each Subcontractor providing a substantial amount of the Services
under this Agreement has the financial resources to carry out its duties under this Agreement.
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12.10 Compatibility. Contractor warrants that it shall maintain the Software,
Equipment and Network for the Systems to operate in accordance with applicable Specifications
if Contractor upgrades or replaces such Software, Equipment, or Networks, in whole or in part at
no additional cost unless the Counties or third parties directly implement a change that
negatively impacts the Systems. If the Counties or other third parties directly implement a
change that negatively impacts the Systems, a Change Request will be submitted under Section
14.8.
12.11 Service Level Agreements.
12.11.1 Contractor warrants that it shall maintain the Systems, in whole
and in part, to meet the Service Level Agreements.
12.11.2 Contractor and the Counties will conduct tests for measuring and
certifying the achievement of the Service Level Agreements as described in Exhibit C.
Contractor must implement all testing, measurement and monitoring tools and procedures
required to measure and report Contractor's performance of the Systems against the applicable
Service Level Agreements. Such testing, measurement and monitoring must permit reporting at
a level of detail sufficient to verify compliance with the Service Level Agreements, and will be
subject to audit by the Counties. Contractor will provide the Counties with information and
access to all information or work product produced by such tools and procedures upon request
for purposes of verification.
12.11.3 If one or more of the System fails to meet all Service Level
Agreements, Contractor shall modify, reconfigure,upgrade or replace Equipment, the Network,
and/or Software at no cost to the Counties in order to provide Systems that comply with such
Service Level Agreements.
12.12 Disclaimers. WARRANTIES EXPRESSLY MADE IN THIS
AGREEMENT ARE CONTRACTOR'S ONLY WARRANTIES CONCERNING THE
SERVICES AND DELIVERABLES, AND ARE MADE EXPRESSLY IN LIEU OF ALL
OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING
ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR
MERCHANTABILITY.
13. Separate Services and Products.
13.1 County Requests. Each County may ask Contractor to sell it
equipment, third-party software licenses, or deliverables, and to perform special jobs, in addition
to the Services described in Exhibit F or Change Requests between the Counties and Contractor,
to be paid for by each requesting County in accordance with a Change Request, which is
substantially similar to Change Requests used by Contractor and the Counties between that
County and Contractor, as long as such separate services, equipment, third-party software or
deliverables do not conflict with the Services, Equipment, and Deliverables provided to the
Counties set forth in this Agreement, are substantially similar to those provided to the Counties
under this Agreement, are related to the Systems, and take into consideration the available
resources and capabilities of Contractor. Contractor will also notify the Counties immediately if
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it learns that a service, equipment, third-party software license or deliverable being provided by
Contractor to an individual County impacts or could potentially impact the Systems or Services
under this Agreement. To the extent specified in the Change Request for each County and
subject to written approval by the Counties' Executive Director of such Change Request, such
jobs may include:
13.1.1 Changes to Software programs in which less than a simple
majority of the participating Counties concur. If so stated in a Change Request, such changes
shall be made so that the programs will remain identical in all operating locations. The Counties
making the request shall pay the costs of distributing the changes to such Counties;
13.1.2 Documentation, differing from that provided in the Services,
resulting from differing County needs.
13.1.3 Implementation Services for the Systems, if the County chooses to
request Contractor's provision of this Service rather than providing such Service itself.
13.1.4 Contractor correction of Deficiencies in the Systems caused by the
requesting County;
13.1.5 Assistance in training, Operations, or any other areas as desired;
and
13.1.6 Purchase of services to design, develop, and implement
deliverables, which shall be subject to the terms of the Agreement, except that individual
Counties will have the right to terminate the Change Request for such deliverables but not this
Agreement, and the Counties shall not be in breach of the Agreement if an individual County is
in breach of that County's obligations in its Change Request or exercise of its rights under the
Agreement; and
13.1.7 Purchase of equipment and any associated third party software
licenses in accordance with Section 6.3 of this Agreement.
13.2 Notice to the Counties of System Software Changes. If Contractor
discovers or is apprised by a County that Services will impact or require changes to software
which Contactor developed through Separate Services, Contractor will promptly notify the
affected Counties.
13.3 Standards. Unless otherwise agreed in separate Change Request,
Contractor shall utilize the same standards for Separate Services and provide the same type of
applicable Documentation as set forth in written Specifications unless otherwise directed by the
requesting County.
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14. Changes.
14.1 Changing Government Programs.
14.1.1 The parties acknowledge that the government programs supported
by this Agreement will be subject to continuous change during the term of this Agreement.
Except as provided in this Section 14, Contractor has provided for or will provide for adequate
resources, at no additional cost to the Counties, to reasonably accommodate such changes during
the term, subject to the Change Request process of this Section 14.
14.1.2 The Parties also acknowledge that Contractor was selected, in part,
because of its expertise, experience, and knowledge concerning applicable federal and State
laws, regulations, codes, policies, or guidelines that affect the performance of the Services and
Systems.
14.1.3 Contractor will use diligent and affirmative efforts to identify
future changes in applicable federal or State legislative enactments and regulations and the
impact of such changes on the performance of the Services or Deliverables or the Counties' use
of the Services or Deliverables. Contractor shall apprise the Counties of such changes that the
Contractor is aware of and work with the Counties to identify the impact of, and how to
implement, such changes on how the Counties use the Services or Deliverables. However,
Contractor shall be in material breach of the Agreement if it does not use diligent and affirmative
efforts to identify such future changes. Contractor shall report on such changes in writing to the
Counties on at least a monthly basis at Project leadership meetings and at least on a calendar
quarterly basis at the advisory board meetings.
14.2 Issuance of Change Requests. The Counties may, at any time by a
written Change Request, request changes within the scope of the Agreement, and corrections of
Deficiencies caused by the Counties failing to perform their obligations under the Agreement or
by events described in Section 22.20 (Force Majeure). Such changes may include, without
limitation, revisions to Deliverables or Services.
14.3 Contractor Response to Change Request. In the ordinary course of
work on the Project, Contractor shall respond in writing to a Change Request within 20 Days of
receipt, advising the Counties of any costs and providing a Work Plan. If the Counties submit a
Change Request to Contractor that is based on a request from the State to provide information
about a change to the Systems on less than 20 Days, Contractor shall use its diligent efforts, to
respond in writing to such Change Requests (i)within three business days of receipt, advising the
Counties of its estimates of any costs and providing an estimated schedule resulting from such
changes and(ii) within 20 Days of receipt, advising the Counties of its costs and providing a
Work Plan for such changes, subject to the Counties providing Contractor with sufficient (in the
Counties' reasonable judgment) information to allow Contractor to advise the Counties of its
costs and to provide a Work Plan for such changes. However, Contractor's failure to respond in
writing to such Change Requests within three business days of receipt as provided above shall
not cause Contractor to be in breach. When there is a cost impact, i.e., increase or decrease in
Charges, Contractor shall advise the Counties in writing of the increase or decrease involved,
including a breakdown of the number of Staff hours by level of Contractor and the Counties'
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personnel needed to effect this change. Contractor shall produce Deliverables and provide
Services under Change Requests on a fixed price basis. The Counties shall not pay Contractor
for preparing Change Requests or preparing pricing and scheduling information in response to
Change Requests issued by the Counties.
14.4 Agreement on Change Request
. The Contractor Project Manager and the Counties' Executive Director shall negotiate in
good faith and in a timely manner as to the price for amounts over the Maximum Amount
specified in Exhibit A and the time to perform any Change Request. If the parties reach an
agreement on a Change Request in writing, and the Change Request is executed by authorized
representatives of the parties, the terms of this Agreement shall be modified accordingly. The
parties will execute a formal Agreement amendment for any Change Request that increases or
decreases the Maximum Amount. All Change Requests must be executed by the Counties'
Executive Director. Increases to the Maximum Amount set forth in Exhibit A, Section 1, may be
made upon the same authority as provided in Section 22.26. In no event shall the Charges be
increased nor shall time be extended in a Change Request to correct Systems Deficiencies caused
by Contractor. In addition, in response to questions from the Counties, State or Federal
government about the Systems or for guidance to Contractor about the Systems, such as
conducting narrow or small structured query language database searches or minor work that can
be performed incidental to other Maintenance and Operations Services, Contractor will provide
up to 450 hours per quarter. These hours do not roll over to the next quarter if not used during
the quarter.
14.5 Disagreement. If the parties are unable to reach an agreement in
writing within 15 Days of Contractor's response to a Change Request, the Counties' Executive
Director may make a determination of the revised price and Schedule, and Contractor shall
proceed with the work according to such price and schedule which shall be included in the
resulting Change Request, subject to Contractor's right to appeal the Counties' Executive
Director's determination of the price and/or Schedule to the dispute resolution process under
Section 18. If Contractor appeals the Counties' Executive Director's determination of the price
and/or Schedule to the dispute resolution process under Section 18, the Counties shall pay for
such work up to the price determined by the Counties' Executive Director until all amounts in
such price are expended, after which Contractor shall continue performing such work until
completion of such dispute resolution process related to this Change Request. If there is a
mutually acceptable completion of such dispute resolution process, the Counties shall pay
Contractor in accordance with the terms of how the dispute was resolved pursuant to such
dispute resolution process. Nothing in this Section 14.5 shall in any manner excuse Contractor
from proceeding diligently with the Agreement as changed by the Change Request.
14.6 Termination. If Contractor fails or refuses to perform its Services
pursuant to Section 14.5 or to an agreed and executed Change Request, Contractor shall be in
material breach of this Agreement, and the Counties shall have the right to terminate the
Agreement for such a breach in accordance with Section 21.1.
14.7 Contractor Submission of Change Request. Contractor may also
submit a Change Request to the Counties to propose changes that should be made within the
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scope of the Agreement and to propose corrections of Deficiencies which are caused by the
Counties failing to perform their obligations under the Agreement or by events described in
Section 22.20 (Force Majeure). Any such Change Request shall include proposed costs and a
proposed schedule, including a breakdown of the number of Staff hours by level of Contractor
and the Counties personnel needed to effect this change. The Counties shall respond to such
Change Requests from Contractor within 20 Days of receipt. If the parties reach an agreement
on a Change Request in writing, and the Change Request is executed by authorized
representatives of the Parties, the terms of this Agreement shall be modified accordingly. If the
parties are unable to reach an agreement in writing on a Change Request submitted by
Contractor, the Counties' Executive Director will be deemed to have rejected the requested
Change Request.
14.8 Change Requests Due to Statutory or Regulatory Changes
14.8.1 If there are changes in applicable federal and State laws,
regulations, codes, standards and ordinances that affect the Services or Deliverables, including
but not limited the Systems, such changes shall be subject to Change Requests pursuant to
Section 14 of this Agreement. Contractor shall obtain and utilize the direction of and
interpretation by the Counties of changes in applicable federal and State laws, regulations, codes,
standards and ordinances that occur after the Operations Effective Date and that affect the
Services or Deliverables before designing, developing and implementing any Deliverables or
performing Services affected by such changes. If any Services or any Deliverables, including
but not limited to the Systems, have Deficiencies because they violate laws, regulations, codes,
standards and ordinances after the Operations Effective Date and following Contractor's
performance of Services pursuant to such Change Requests described above, Contractor shall
correct such Deficiencies in such Services and Deliverables at no cost to the Counties unless any
such Deficiency was caused by the Counties, in which case Contractor shall bring the Services
and Deliverables into compliance in accordance with Section 14.
14.8.2 If there are changes in applicable federal and State laws,
regulations, codes, standards and ordinances that occur and that affect the Contractor-provided
Facilities, such costs incurred by Contractor to bring the Contractor-provided Facilities into
compliance shall be subject to no-cost Change Requests pursuant to Section 14 of this
Agreement and to the direction and interpretation thereof by the Counties. If any Contractor-
provided Facilities violate such laws, regulations, codes, standards and ordinances, Contractor
shall bring the Contractor-provided Facilities into compliance at no cost to the Counties unless
any such violation was caused by the Counties, in which case Contractor shall bring the
Facilities into compliance in accordance with Section 14.
14.8.3 Contractor shall obtain and utilize the direction of and
interpretation by the Counties of all applicable federal and State laws, regulations, codes,
standards and ordinances in connection with the design, development and Implementation of any
Deliverables.
14.8.4 The Counties shall not submit a Change Request to Contractor to
perform Services that would violate State law or foreclose Contractor from performing work
under State law. If Contractor determines that a Change Request from the Counties asks
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Contractor to perform Services that would violate State law or foreclose Contractor from
performing work under State law, the parties shall attempt in good faith to promptly resolve any
dispute, controversy or claim arising out of or relating to such Change Request.
15. Additional Rights and Remedies.
15.1 Withholding Invoicing and/or Payments. If Contractor fails to deliver
Deliverables or to provide Services which satisfy Contractor's obligations hereunder, and the
Counties decide to exercise the remedy provided in Section 15.1, the Counties shall provide
Notice to Contractor of such failure and, if Contractor fails to correct such failure within 30 Days
of the date of such Notice, the Counties shall have the right to withhold invoicing to the
individual Counties and/or payment of any and all payments due hereunder. The Counties may
withhold such invoicing and/or any and all such payments due hereunder to Contractor, without
penalty or work stoppage by Contractor,until such failure to perform is cured.
15.2 Reductions in Payments Due. Amounts due the Counties by
Contractor, including but not limited to liquidated or other damages, or claims for damages, may
be deducted or set-off by the Counties from any money payable to Contractor pursuant to this
Agreement.
15.3 Cover. If, in the reasonable judgment of the Counties, a default by
Contractor is not so substantial as to require termination, reasonable efforts to induce Contractor
to cure the default are unavailing, Contractor fails to cure such default within 30 Days of receipt
of Notice from the Counties, and the default is capable of being cured by the Counties or by
another resource without unduly interfering with continued performance by Contractor, the
Counties may, without prejudice to any other remedy it may have,provide or procure the
Services reasonably necessary to cure the default, in which event Contractor shall reimburse the
Counties for the reasonable cost of the difference between the original Agreement Charges for
the Services in default and the replacement costs of such Services acquired from another vendor.
In addition, Contractor must cooperate with these resources in allowing access to the Software
Facilities, and Equipment.
15.4 Liquidated Damages.
15.4.1 The parties agree that any delay or failure by Contractor to timely
perform its obligations and in accordance with the Service Level Agreements and time periods
agreed to by the parties will interfere with the proper and timely Implementation of the System
and Services, to the loss and damage of the Counties. Further, the Counties will incur major
costs to perform the obligations that would have otherwise been performed by Contractor. The
parties understand and agree that the liquidated damages Contractor shall pay to the Counties as
a result of nonperformance hereunder by Contractor are described in Exhibit C and that these
amounts are reasonable estimates of the Counties' damages in accordance with applicable State
law.
15.4.2 The parties acknowledge and agree that, except as provided below
in this Section, Contractor could incur liquidated damages for more than one event if Contractor
fails to timely perform its obligations by each date or applicable Service Level Agreement.
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However,when the same Deficiency causes Contractor to fail to meet the Wide Area Network
Availability Service Level Agreement (SLA 3.1.4) in Exhibit C and the Systems Availability
Service Level Agreements for the Ca1WIN System, Benefits Ca1WIN System, and ACCESS
CaIWIN System(SLAs 3.1.1 —3.1.3) in Exhibit C, the Counties shall determine in their sole
discretion whether liquidated damages will apply for either(a) Contractor's failure to meet the
Wide Area Network Availability Service Level Agreement(SLA 3.1.4) in Exhibit C or(b)
Contractor's failure to meet Service Level Agreements 3.1.1 —3.1.3 in Exhibit C.
15.4.3 The assessment of liquidated damages shall not constitute a waiver
or release of any other remedy the Counties may have under this Agreement for Contractor's
breach of this Agreement, including without limitation, the Counties' right to terminate this
Agreement, and the Counties shall be entitled in its discretion to recover actual damages caused
by Contractor's failure to perform its obligations under this Agreement. However, the Counties
will reduce such actual damages by the amounts of liquidated damages received for the same
events causing the actual damages and the Counties shall agree to limit the amount of liquidated
damages imposed on Contractor each month to $1,000,000 for Contractor's failure to meet any
and all Service Level Agreements. For purposes of calculating liquidated damages, the
Counties' Executive Director shall impose:
15.4.3.1 100% of liquidated damages applicable during a month when
Contractor fails to meet: (a) the Ca1WIN System Availability Service
Level Agreement(SLA 3.1.1)between lam to 6pm Pacific Time on
Monday through Saturday; (b) the Benefits Ca1WIN System Service level
Agreement(SLA 3.1.2)between Sam to 8pm Pacific Time on Monday
through Saturday; (c) the ACCESS Ca1WIN System Service level
Agreement(SLA 3.1.3)between Sam to 8pm Pacific Time on Monday
through Saturday; and(d) any and all other Service Level Agreements;
and
15.4.3.2 25% of liquidated damages during a month on each of the
following SLAs when Contractor fails to meet(including State holidays)
each of(a) the Ca1WIN System Availability Service Level Agreement
(SLA 3.1.1)between 6:01pin to 6:59am Pacific Time on Monday through
Saturday, and from 6:01pm Saturday to 6:59am Monday; (b) the Benefits
Ca1WIN System Service level Agreement(SLA 3.1.2)between 8:01pm to
7:59am Pacific Time on Monday through Saturday and from 8:01pm on
Saturday to 7:59am Pacific Time on Monday; (c) the ACCESS Ca1WIN
System Service level Agreement(SLA 3.1.3)between 8:01pm to 7:59am
Pacific Time on Monday through Saturday, and from 8:01pm on Saturday
to 7:59am Pacific Time on Monday.
15.4.4 Amounts due the Counties as liquidated damages may be deducted
by the Counties from any money payable to Contractor under this Agreement, the Counties may
bill Contractor as a separate item therefor and Contractor shall promptly make payments on such
bills, or the Counties shall have the right to increase the annual pool of Application Maintenance
Hours and/or Modernization Hours (as these terms are defined in the RFP) in amounts equal to
liquidated damages incurred by Contractor at the blended rate of$142.46. The parties agree that
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unused Application Maintenance Hours and Modernization Hours shall carry over into
subsequent years until used by the Counties on the Project, or expiration or termination of the
Agreement, whichever is earlier.
15.5 Suspension for Convenience. The Counties shall have the right at any
time to order the Services of Contractor fully or partially stopped for its own convenience for up
to 30 Days per year of the term at no additional cost above Contractor's Charges for its standard
monthly Maintenance and Operations Services to the Counties as described in Section 6 of
Exhibit A. Contractor will receive Notice for such an order. The schedules for performing
Contractor's obligations shall be delayed on a day-to-day basis to the extent the Counties have
issued a stop work order to Contractor and such stop work order is causing delays in completing
Services in accordance with such schedule. Contractor shall have the right to submit claims in
accordance with the terms of Section 22.7, as a result of stop work orders issued under this
Section. In addition, the parties shall discuss whether to revise the Agreement related to
Performance Standards, liquidated damages, remedies, Key Staff, the Implementation of
Software version updates and other relevant terms.
15.6 Deleted by Agreement of the Parties.
15.7 Correction or Removal. The Counties may correct such Deficiencies or
non-conformities or cure any Contractor default under this Agreement without
prejudice to any other remedy it may have if Contractor fails to correct
Deficiencies in the Systems as required in this Agreement or if Contractor
otherwise defaults or fails to perform any provision of the Agreement within 30
Days of receipt of Notice from the Counties of such defaults or failures to
perform.
15.8 Letter of Credit. Within 30 Days of the Agreement Effective Date,
Contractor shall provide the Counties with an irrevocable Letter of Credit up to
the aggregate sum of$5,000,000 substantially in the form of Exhibit H, which is
attached hereto and incorporated by this reference. The Letter of Credit shall
secure the performance of Contractor, including without limitation performance
of the Services in accordance with the terms of the Agreement and providing
Deliverables in accordance with the Specifications, and shall secure any damages,
cost or expenses resulting from Contractor's default in performance hereunder or
liability caused by Contractor. In the event of a breach by Contractor, the Letter
of Credit shall become payable to the Counties for any outstanding damage
assessments made by the Counties against Contractor. An amount up to the full
amount of the Letter of Credit may also be applied to Contractor's liability for any
administrative costs and/or excess costs incurred by the Counties in obtaining
similar Deliverables, other products and Services to replace those terminated as a
result of Contractor's default. The Counties may seek other remedies in addition
to this stated liability. Contractor shall be in material breach of this Agreement if
it fails to provide a Letter of Credit as required in this Agreement.
15.9 Guaranty. Within 10 Days of the Agreement Effective Date, Contractor
shall provide the Counties with a Guaranty in the form of Exhibit I, which is
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attached hereto and incorporated by this reference, executed by its parent
company, Hewlett-Packard Company. The Counties may invoke the Guaranty in
addition to all other remedies available under this Agreement, in law or equity.
16. Insurance.
16.1 Liability and Auto Insurance. Contractor shall, at its sole cost and
expense, obtain, and, during the term of this Agreement, maintain, in full force and effect, the
insurance coverage described in this Section. Contractor shall acquire such insurance from an
insurance carrier or carriers licensed to conduct business in the State of California and approved
by the Counties. Contractor shall include the Counties, its boards, agencies, contractors, officers,
employees, agents and volunteers, and the State, both individually and collectively, as a named
insured party in Contractor's insurance policy obtained hereunder, excluding workers'
compensation coverage under Section 16.2. Such insurance shall apply as primary insurance for
these insureds. If Contractor fails to buy and maintain the insurance coverage described in this
Section 16, the Counties may terminate this Agreement under Section 21.1 (Termination for
Material Breach). The minimum acceptable limits shall be as indicated below with no deductible
except as indicated below:
16.1.1 Comprehensive General Liability or equivalent self-insurance
covering the risks of bodily injury(including death),property damage and personal injury,
including coverage for contractual liability, with a limit of not less than $1 million per
occurrence/$2 million general aggregate;
16.1.2 Comprehensive Business Automobile Liability(owned, hired, or
nonowned vehicles) covering the risks of bodily injury(including death) and property damage,
including coverage for contractual liability, with a limit of not less than $1 million per accident;
16.1.3 Employers Liability insurance covering the risks of Contractor's
Staff and employees' bodily injury by accident or disease with limits of not less than$1 million
per accident for bodily injury by accident and $1 million per employee for bodily injury by
disease;
16.1.4 Umbrella policy providing excess limits over the primary policies
in an amount not less than $3 million; and
16.1.5 Professional Liability or Errors and Omissions, with a deductible
not to exceed $100,000 and coverage of not less than $1 million per occurrence/$2 million
general aggregate.
16.2 Workers' Compensation Coverage. Prior to providing Services under
this Agreement, Contractor shall, in full compliance with State law, provide or purchase, at its
sole cost and expense, and this shall remain in full force and effect during the term of the
Agreement, statutory California's workers' compensation coverage for its employees and
Employer's Liability in the minimum amount of$1 million per occurrence. The Counties will
not be responsible for payment of premiums or for any other claim or benefit for Contractor, or
any Subcontractor or employee of Contractor, which might arise under applicable laws during
the performance of duties and Services under this Agreement. However, should Contractor fail
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to secure insurance coverage or fail to pay premiums on behalf of its employees, the Counties
may deduct the amount of premiums owing from the amounts payable to Contractor under this
Agreement and transmit the same to the responsible State agency.
16.3 Subcontractors. Contractor shall include all Subcontractors as insured
under all required insurance policies, or shall furnish separate certificates of insurance and
endorsements for each Subcontractor. Subcontractor(s) shall comply fully with all insurance
requirements stated herein. Failure of Subcontractor(s)to comply with insurance requirements
does not limit Contractor's liability or responsibility.
16.4 Premiums. Premiums on all insurance policies shall be paid by
Contractor or its Subcontractors. Such insurance policies provided for the Counties pursuant to
this Section shall expressly provide therein that the Counties and the State be named as
additional insured, and that it shall not be revoked by the insurer until 30 Days' Notice of
intended revocation thereof shall have first been given to the Counties and the State by such
insurer.
16.5 Cancellation. Contractor's insurance policies shall not be canceled or
nonrenewed in scope of coverage without provision for equivalent substitute insurance and such
cancellation or nonrenewal shall not take place or reduced in scope of coverage until 30 business
days' written Notice has been given to the Counties' Executive Director, and Contractor has
replacement insurance policy(ies) in place that satisfy the requirements set forth in this
Section 16. Contractor's insurance policies shall not be reduced in scope without the Counties'
prior written consent.
16.6 Insurance Documents. Contractor shall furnish to the Counties copies
of certificates of all required insurance prior to the Agreement Effective Date, and copies of
renewal certificates of all required insurance within 30 Days after the renewal date. These
certificates of insurance must expressly indicate compliance with each and every insurance
requirement specified in this Section. Failure to provide these documents shall be grounds for
immediate termination or suspension of this Agreement by the Counties for material breach. The
Counties reserve the right to review the insurance requirements contained herein once every five
years to ensure that there is appropriate coverage that is in accordance with this Agreement.
16.7 Increased Coverage. The Counties are to be notified by Contractor
promptly if any aggregate insurance limit is exceeded. In such event, Contractor must purchase
additional coverage to meet these requirements.
16.8 Cross-Liability. All insurance provided by Contractor shall be primary
as to any other insurance or self-insurance programs afforded to or maintained by the Counties
and shall include a severability of interests (cross-liability)provision.
17. Confidential Information.
17.1 Protection Obligations.
17.1.1 Access and Protection. During the term of the Agreement,
Contractor and the Counties will have access to and become acquainted with each parry's
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Confidential Information. The Counties and Contractor, and each of their officers, employees,
and authorized contractors and agents, shall maintain all Confidential Information of the other
party(a) in confidence, (b) at least to the extent as it protects the confidentiality of its own
proprietary information of like kind, (c)but in no event with less than reasonable care, and(d) in
accordance with the Security and Confidentiality Plan Deliverable (as described in RFP Section
4.10.10), which shall be included in the Systems Operations Plan Deliverable based on Section
4.10.10 of the RFP and other mutually agreed upon Acceptance Criteria. In addition, the
Counties and each of their officers, employees, and authorized contractors and agents, including
State and federal agencies shall maintain Contractor's Confidential Information that is made
available at Contractor's Central Site Facility and Contractor's backup data center under Section
4.10 of the Agreement in strict confidence. Neither party will at any time use,publish,
reproduce or disclose any Confidential Information, except to authorized officers, employees,
contractors and agents requiring such information under confidentiality requirements no less
restrictive than this Section 17.1.1, as authorized in writing by the other parry, as otherwise
specifically permitted herein, and shall only use such Confidential Information to perform its
obligations as authorized hereunder. Both parties shall take all steps necessary, including
without limitation oral and written instructions to all staff to safeguard, in accordance with
applicable federal, State and County law, regulation, codes, and this Section 17.1.1, the other
party's Confidential Information against unauthorized disclosure, reproduction, publication or
use, and to satisfy their obligations under this Agreement. Each party agrees that,prior to
disclosing any Confidential Information of the other party to any third party as permitted under
this Section 17.1.1, it will obtain from that third party a written acknowledgment that such third
party will be bound by the same terms as specified in this Section 17.1.1 with respect to the
Confidential Information. In addition to the requirements expressly stated in this Section 17.1.1,
Contractor and its Subcontractors will comply with any applicable law, policy, rule, or
reasonable requirement of any County, the State and the federal government that relates to the
safeguarding or disclosure of information relating to applicants and recipients of the Counties'
services, Contractor's operations, or the Services performed by Contractor under this Agreement.
Contractor shall comply with changes to any such applicable law,policy, rule, or reasonable
requirement in accordance with and subject to Section 14.8.
17.1.2 Security Requirements. Each party, and its officers, employees,
subcontractors and agents shall at all times comply with all security standards, practices, and
procedures which Contractor may establish from time-to-time, and which are described in the
Security and Confidentiality Plan described in Section 17.1.1 with respect to information and
materials which come into each party's possession and to which such party gains access under
this Agreement. Such information and materials include without limitation all Confidential
Information. Contractor shall comply with changes to such security standards,practices, and
procedures in accordance with and subject to Section 14.8. The Counties' Executive Director
shall resolve conflicts between security standards,practices, and procedures of two or more
Counties.
17.2 Audit. The Counties reserve the right to monitor, audit or investigate
Contractor's use of the Counties Confidential Information collected,used, or acquired by
Contractor under this Agreement.
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17.3 Return. Subject to record retention laws, each party shall promptly
return to the disclosing party, on termination or expiration, all of the disclosing party's
Confidential Information, including copies thereof.
17.4 Injunctive Relief.
17.4.1 Contractor shall immediately report to the Counties any and all
unauthorized disclosures or uses of the Counties' Confidential Information by Contractor of
which it or its Staff is aware or has knowledge. Contractor acknowledges that any publication or
disclosure of the Counties' Confidential Information to others may cause immediate and
irreparable harm to the Counties. If Contractor should publish or disclose such Confidential
Information to others without authorization, the Counties shall immediately be entitled to
injunctive relief or any other remedies to which it is entitled under law or equity without
requiring a cure period.
17.4.2 The Counties will immediately report to Contractor any and all
unauthorized disclosures or uses of Contractor's Confidential Information by Counties of which
the Counties are aware or have knowledge. The Counties acknowledges that any publication or
disclosure of Contractor's Confidential Information to others may cause immediate and
irreparable harm to Contractor. If the Counties should publish or disclose such Confidential
Information to others without authorization, Contractor shall immediately be entitled to
injunctive relief or any other remedies to which it is entitled under law or equity without
requiring a cure period.
17.5 Exceptions. The following information shall not be considered
Confidential Information for the purposes of this Agreement: information previously known
when received from the other party and not subject to confidentiality obligations; information
freely available to the general public; information which now is or hereafter becomes publicly
known by other than a breach hereof; information which is developed by one party
independently of any disclosures made by the other party of such information; or information
which is disclosed by a party pursuant to subpoena or other legal process and is lawfully
obtainable by the general public.
17.6 Public Records. Notwithstanding the above, Contractor acknowledges
that this Agreement shall be a public record under State law. Any specific information that is
claimed by Contractor to be Confidential Information must be clearly identified as such by
Contractor. To the extent consistent with State law, including the California Public Records Act,
the Counties will maintain the confidentiality of all such information marked Confidential
Information. If a request is made to view Contractor's Confidential Information, the Counties
will notify Contractor of the request and of the date that any such records will be released to the
requester unless Contractor obtains a court order enjoining that disclosure or other appropriate
remedy. If Contractor fails to obtain the court order enjoining disclosure prior to the deadline for
responding to the request for documents, the Counties may release the identified requested
information on the date specified without penalty or liability. The Counties reserve the right to
also seek reimbursement for all costs and expenses incurred by the Counties in their refusal to
produce Contractor's confidential documents.
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17.7 Compliance With State Requirements.
17.7.1 As part of its nondisclosure obligations, Contractor shall comply
and require its officers and employees to comply with the provisions of Sections 10850 and
18909 of the Welfare and Institutions Code, Division 19 of the California Department of Social
Services Manual of Policies and Procedures, and all other statutory laws relating to privacy and
confidentiality.
17.7.2 Contractor will keep confidential and not open to examination, for
any purpose not directly connected with the administration of public social services, any
applications and records concerning any individual made or kept by a public officer or agency in
connection with the administration of the provision of the Welfare and Institutions Code relating
to any form of public social services.
17.7.3 Contractor shall inform all of its employees, agents, subcontractors
and partners of the above provision and that any person knowingly and intentionally violating
the provisions of this State law is guilty of misdemeanor.
17.8 Written Staff Agreements. Contractor agrees to cause Staff to which
Contractor makes available (as permitted by this Agreement) Counties', and the State's
Confidential Information to agree in writing to observe and perform all provisions of this Section
17 applicable to such Staff.
17.9 Subpoena. In the event that a subpoena or other legal process in any
way concerning the Counties' or any County's Confidential Information is served upon
Contractor, then Contractor agrees to notify the Counties within 24 hours following receipt of
such subpoena or other legal process and to cooperate with the Counties or any County in any
lawful effort by the Counties or any County to contest the legal validity of such subpoena or
other legal process. In the event that a subpoena or other legal process in any way concerning
Contractor's Confidential Information is served upon the Counties or any County, then the
Counties or any such County, as applicable, agree to notify Contractor within 24 hours following
receipt of such subpoena or other legal process and to cooperate with Contractor in any lawful
effort by Contractor to contest the legal validity of such subpoena or other legal process.
17.10 Survival. The provisions of this Section 17 shall remain in effect
following the termination or expiration of this Agreement.
18. Dispute Resolution.
18.1 Good Faith Efforts. The parties shall attempt in good faith to promptly
resolve any dispute, controversy or claim arising out of or relating to this Agreement through
negotiations between senior management of the parties and their designees. If the dispute cannot
be resolved within 15 Days of initiating such negotiations or such other time period mutually
agreed to by the parties in writing, the parties shall promptly(and in any case within five
business days) initiate negotiations between the then-current Chair, Vice-Chair, Co-Chair or
other leadership of the Board of Directors of the Counties and Contractor's Vice President of
State and Local Health and Human Services in the West and their designees. If the dispute
cannot be resolved within 15 Days of initiating such negotiations or such other time period
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mutually agreed to by the parties in writing, either parry may terminate the dispute resolution
negotiations.
18.2 Continued Performance. Contractor and the Counties agree that, the
existence of a dispute notwithstanding, they will continue without delay to carry out all their
respective responsibilities and obligations under this Agreement and shall have the right to
exercise their rights and remedies.
19. Additional Indemnifications.
19.1 Intellectual Property.
19.1.1 Contractor shall, at its expense, defend, indemnify, and hold
harmless the Counties and their employees, officers, directors, contractors and agents, and the
State and its officers, employees, and agents, from and against any third-parry claim or action
against the Counties or the State which is based on a claim that any Deliverable or any part
thereof under this Agreement infringes a patent, copyright, trademark, or other proprietary right
or misappropriates a trade secret, and Contractor shall pay all losses, liabilities, damages,
penalties, costs, fees (including reasonable attorneys' fees) and expenses caused by or arising
from such claim. The Counties shall promptly give Contractor notice of any such claim and
shall cooperate in the defense of such claims at Contractor's expense. Notwithstanding the
foregoing, the Counties shall have the right to participate in the defense of any such action and
employ their own counsel in connection therewith, but the fees and expenses of such counsel
shall be at the expense of the Counties unless:
19.1.1.1 the employment of such counsel shall have been
authorized in writing by Contractor in connection with the defense of such action;
19.1.1.2 Contractor shall not have employed counsel to take
charge of the defense of such action within a reasonable time after commencement of the action;
or
19.1.1.3 the Counties shall have reasonably concluded that
there may be defenses available to them which are different from or additional to those available
to Contractor(in which case Contractor shall not have the right to direct the defense of such
action on behalf of the Counties), in any of which events such fees and expenses shall be borne
by the Counties.
19.1.2 In case the Deliverables, or any one or part thereof, are in such
action held to constitute an infringement or misappropriation, or the exercise of the Counties'
rights thereto is enjoined or restricted, Contractor shall, at its own expense and in the following
order of priorities: (i)procure for the Counties the right to continue using the Deliverables;
(ii) modify the Deliverables to comply with the Specifications and to not violate any intellectual
property rights; (iii) or retrieve any or all Deliverables which are enjoined or restricted and other
Deliverables designated by the Counties upon receipt of notice from the Counties and refund the
Charges for such Deliverables.
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19.1.3 The foregoing states Contractor's sole obligation and the Counties'
exclusive remedy with respect to any alleged infringement by all or part of the Deliverables.
19.1.4 Contractor shall not be liable to the extent claims of
misappropriation of infringement arise from: (i) Contractor's compliance with any designs,
Specifications or written instructions of the Counties and Contractor could not have avoided such
claims through alternative products; or(ii) any changes made by the Counties or any third party
authorized by the Counties to make changes unless Contractor authorized such changes or gave
instructions on how to make the changes or the Counties did so based on the advice of
Contractor.
19.2 General. Contractor shall, at its expense, indemnify, defend, and hold
harmless the Counties, its employees, Boards of Supervisors, officers, directors, contractors and
agents, and the State, its employees, officers, and agents, both individually and collectively, from
and against any losses, liabilities, damages,penalties, costs, obligations, fees, including without
limitation reasonable attorneys' fees, and expenses from any claim, action, suit or judgment
caused by or arising from: (i) the negligent acts or omissions or willful misconduct of
Contractor, its officers, employees, agents, or Subcontractors, including but not limited for
Property damage, bodily injury or death; (ii) a breach or alleged breach of its obligations in
Section 17; and(iii) Contractor-provided Facilities. The Counties shall promptly give Contractor
notice of such claim and shall cooperate in the defense of such claims at Contractor's expense.
20. Damages Disclaimers and Limitations.
20.1 The Counties' Disclaimer of Damages. THE COUNTIES SHALL
NOT BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT,NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR
OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS
AGREEMENT FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL
DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS AND LOST
BUSINESS OPPORTUNITIES.
20.2 The Counties' Limitation of Liability. IN NO EVENT SHALL THE
COUNTIES' AGGREGATE LIABILITY TO CONTRACTOR UNDER THIS AGREEMENT,
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT,
NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY
CLAIM RELATED TO OR ARISING UNDER THIS AGREEMENT, EXCEED THE
MAXIMUM AMOUNT IN EXHIBIT A.
20.3 Contractor's Disclaimers of Damages. EXCEPT AS PROVIDED IN
SECTION 20.5, CONTRACTOR SHALL NOT BE LIABLE, REGARDLESS OF THE FORM
OF ACTION, WHETHER IN CONTRACT, TORT,NEGLIGENCE, STRICT LIABILITY OR
BY STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER
THIS AGREEMENT FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL
DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS AND LOST
BUSINESS OPPORTUNITIES.
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20.4 Contractor's Limitation of Liability. EXCEPT AS PROVIDED IN
SECTION 20.5, IN NO EVENT SHALL CONTRACTOR'S AGGREGATE LIABILITY TO
THE COUNTIES UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT,NEGLIGENCE, STRICT LIABILITY OR BY
STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS
AGREEMENT, EXCEED THE MAXIMUM AMOUNT IN EXHIBIT A.
20.5 Exceptions to Damages Limitations. THE DISCLAIMERS OF
CERTAIN DAMAGES AND THE DAMAGES LIMITATIONS IN SECTIONS 20.3 AND 20.4
SHALL NOT APPLY TO DAMAGES, EXPENSES, LOSSES, FEES, LIABILITIES, COSTS
OR OTHER AMOUNTS ARISING FROM CONTRACTOR'S INDEMNIFICATION
OBLIGATIONS IN SECTIONS 4.4.4, 12.6, 19.1, 19.2, 22.19 AND 22.35.3.
20.6 Liability Among Counties. Except as specifically provided herein,
Contractor acknowledges and agrees that each County is individually liable for the acts and
omissions of its employees, agents and contractors, that there shall be no joint liability among or
between the Counties, and that no individual County shall bear any liability for the acts or
omissions of another County or its respective employees, agents, and contractors. Further, each
individual County shall be responsible for the acts and omissions of its County employees or
contractors participating on an ad hoc or part time basis on the Project. However, for actions
taken on behalf of the Counties by any County employee or contractor contributed to the
Counties and dedicated full time to this Project, the Counties shall be jointly liable in an
allocation as determined by the County share allocation methodology set forth in Exhibit A, as
modified to the extent permitted in Section 3.5.
21. Termination.
21.1 Termination for Material Breach. If either party fails to cure any
material breaches of this Agreement which are described in a written Notice from the other parry
within 30 Days of receipt of such Notice, this Agreement may be terminated immediately, in
whole or in part, by Notice from the non-breaching parry. In addition, if the Counties determine
that a breach of the Agreement has occurred in Contractor's compliance with the conditions of
this Agreement or if the Counties, in their reasonable judgment, have reason to believe that
fraud, abuse, malfeasance, misfeasance or nonfeasance has occurred on the part of Contractor
under this Agreement, and the situation is deemed by the Counties to merit corrective action, the
Counties shall have the right to pursue termination of the Agreement in accordance with Section
21.1.
21.2 Termination for Rejection of Deliverables
21.2.1 If Contractor is unable to correct Deficiencies, with notice and a
cure period of no less than 30 days, in a Change Request that has a total value of$2,000,000 or
more that has not been accepted or has been implemented in Production for less than 90 Days
and that includes but is not limited to Equipment, the Network, Third Party Software as
described in a Change Request, and in other Deliverables that are described in Exhibit F as the
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Integrated Document Management System project and the Business Intelligence project, the
Counties shall have the right to immediately reject the Deliverable, without penalty or liability to
the Counties, and return the rejected Deliverable and/or other Deliverables to Contractor. If the
Counties reject the Deliverable under this Section, Contractor shall, within 20 Days thereafter,
refund to the Counties all payments made to Contractor for the returned Deliverables or amount
determined by the Counties' Executive Director.
21.2.2 If Contractor is unable to correct Deficiencies , with notice and a
cure period of no less than 30 days, in a Change Request that has a total value of$2,000,000 or
more that has not been accepted or has been implemented in Production for less than 90 Days
and that includes but is not limited to Equipment, the Network, Third Parry Software as
described in a Change Request, and in other Deliverables that are described in Exhibit F as the
Integrated Document Management System project and the Business Intelligence project, , the
Counties shall also have the right to terminate this Agreement if Contractor fails to correct
Deficiencies in a Deliverable within 30 Days of Notice of such failure from the Counties,
without penalty or liability to the Counties, and return the rejected Deliverable and other
Deliverables to Contractor . If the Counties terminate the Agreement under this Section,
Contractor shall, within 20 Days thereafter, refund to the Counties all payments made to
Contractor for the returned Deliverables or amount determined by the Counties' Executive
Director.
21.2.3 Except as provided in Sections 21.2.1 and 21.2.2, if Contractor is
unable to correct Deficiencies in a Deliverable, the Counties shall have the right to immediately
reject the Deliverable, without penalty or liability to the Counties, and return the rejected
Deliverable and/or other Deliverables to Contractor. If the Counties reject a Deliverable under
this Section, the Counties shall have the right to pursue their rights and remedies as provided in
the Agreement and at law and in equity.
21.3 Termination for Convenience.
21.3.1 In addition to its other rights to terminate, the Counties may
terminate this Agreement, in whole or in part for the Counties' convenience, by a minimum of
90 Days' Notice to Contractor.
21.3.2 During this 90-Day period, Contractor shall wind down and cease
its Services as quickly and efficiently as reasonably possible, without performing unnecessary
Services or activities and by minimizing negative effects on the Counties from such winding
down and cessation of Services. If this Agreement is so terminated, the Counties shall be liable
only for payment in accordance with the terms of this Agreement for Services rendered in
accordance with the requirements of this Agreement prior to the effective date of termination.
21.3.3 In case of such termination for convenience, the Counties will pay
to Contractor the agreed upon price, if separately stated, for Deliverables for which Acceptance
has been given by the Counties, amounts for Services provided prior to the date of termination
for which no separate price is stated and which are not associated with or related to a specific
Deliverable for which Acceptance has been given, and amounts for Deliverables which are in
development but which have not received Acceptance. The amounts for such Services and
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Deliverables in development but not accepted will be costs actually and reasonably incurred by
Contractor therefor, as based on the hourly rates in Exhibit A,but such costs shall be no greater
than the final Charges for each Deliverable. In the case of termination for convenience,
Contractor shall promptly refund any prepaid annual Charges on a pro rata basis to the extent
that they have not been depreciated, incurred or used through such date. In addition, Counties
agree to negotiate in good faith additional amounts to compensate Contractor as a result of the
Counties' termination of the Agreement pursuant to Section 21.3, Section 21.5, or Section 21.6
for documented reasonable costs that were incurred by Contractor on this Project, for
undepreciated or unamortized equipment and software licenses,pre-paid costs by Contractor for
Maintenance Services to the extent not yet been fully used by the Counties and not invoiced to
the Counties, early termination of leases, and other documented reasonable Project-related
expenses, subject to the Counties' availability of funds for a termination pursuant to Section
21.6.
21.3.4 If it is determined for any reason the failure to perform is not
within Contractor's control or not due to Contractor's fault, or negligence, the termination by the
Counties under Sections 21.1 or 21.2 shall be deemed to be a termination for convenience under
Section 21.3.
21.4 Termination for Conflict of Interest. The Counties may terminate this
Agreement under Section 2 1.1 (Termination for Material Breach)by Notice to Contractor if the
Counties determine, after due notice and examination, that Contractor has violated any laws
regarding ethics in public acquisitions and procurement and performance of contracts, including
but not limited to any creating a conflict of interest.
21.5 Termination for Withdrawal of Authority. In the event that the
authority of the Counties to perform any of its duties is withdrawn, reduced, or limited in any
way after the commencement of this Agreement and prior to normal completion, the Counties
may terminate this Agreement under Section 21.3 (Termination for Convenience), in whole or in
part. This Section shall not be construed so as to permit the Counties to terminate this
Agreement in order to acquire similar Services from a third parry.
21.6 Termination for Non-allocation of Funds. If funds are not allocated to
continue this Agreement in any future period, the Counties may terminate this Agreement under
Section 21.3 (Termination for Convenience). The Counties will not be obligated to pay any
further Charges for Services or Charges for such future period,but the Counties shall make
payments for Services, Deliverables and Contractor's costs as provided in Section 21.3.3, subject
to the Counties' availability of funding therefor. The Counties agree to notify Contractor of such
non-allocation at the earliest reasonable time. No penalty shall accrue to the Counties in the
event this Section shall be exercised.
21.7 Termination for Insolvency. Counties may,by Notice to Contractor
and failure by Contractor to rectify any of the conditions described below in this Section within
30 Days following such notice, terminate this Agreement forthwith in the event Contractor shall
be dissolved or shall sustain the loss, cancellation or forfeiture of its legal status or good standing
by reason of any judicial, extra judicial or administrative proceedings or Contractor shall:
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21.7.1 Apply for or consent to the appointment of a receiver, trustee, or
liquidator of Contractor for all or a substantial part of Contractor's assets;
21.7.2 Be able to, or admit in writing its inability to, pay its debts as they
mature;
21.7.3 Make a general assignment for the benefit of creditors;
21.7.4 Be adjudicated bankrupt or insolvent;
21.7.5 File a voluntary petition in bankruptcy or a petition or answer
seeking reorganization or an arrangement for the benefit of creditors or take advantage of any
insolvency law in its capacity as a debtor;
21.7.6 Interpose an answer admitting the material allegations of the
petition filed against Contractor in any bankruptcy, reorganization, receivership, insolvency or
any similar proceedings; and/or
21.7.7 Take any action for the purpose of effecting any of the foregoing.
21.8 Termination Procedure.
21.8.1 After receipt of a Notice of termination in whole or in part, and
except as otherwise directed by the Counties, Contractor shall:
21.8.1.1 Stop work under this Agreement on the date, and to the
extent specified, in the Notice;
21.8.1.2 Place no further orders or subcontracts for materials,
Services, or facilities except as may be necessary for completion of such portion of the work
under this Agreement that is not terminated;
21.8.1.3 As soon as practicable, but in no event longer than 30
Days after termination, terminate its orders and subcontracts related to the work which has been
terminated and settle all outstanding liabilities and all claims arising out of such termination of
orders and subcontracts, with the approval or ratification of the Counties to the extent required,
which approval or ratification shall be final for the purpose of this Section;
21.8.1.4 Complete performance of such part of this Agreement
as shall not have been terminated by the Counties;
21.8.1.5 Take such action as may be necessary, or as the
Counties' Executive Director may direct, for the protection and preservation of the Property
related to this Agreement which is in the possession of Contractor and in which the Counties has
an interest;
21.8.1.6 Transfer title to the Counties and deliver in the manner,
at the times, and to the extent directed by the Counties' Executive Director, any Property which
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is required to be furnished to the Counties and which has been accepted or requested by the
Counties; and
21.8.1.7 Provide written certification to the Counties that
Contractor has surrendered to the Counties all such Property.
21.8.2 Upon termination or expiration of this Agreement, the Counties, in
addition to any other rights provided in this Agreement, may require Contractor to deliver to the
Counties, and, if so requested, Contractor shall deliver to the Counties: (a) the Contractor
Technology(i)that is licensed to the Counties under Section 10.1 or Exhibit E, (ii) that is
permitted to be assigned or transferred on expiration or termination of this Agreement, as
Marked with a"Y" in Column G in Section ILA and Column G of Section II.B of Exhibit B and
subsequent Change Requests that revise these tables, and(iii) that is listed or should be listed in
the Project Management Tool; and(b) Third-Parry Software (i)that is licensed to the Counties
under this Agreement by Contractor or Third-Parry Software licenses for such part of this
Agreement as has been terminated or for the entire Agreement if the term expires or if the
Agreement has been terminated in whole and (ii) that is permitted to be assigned or transferred
on expiration or termination of this Agreement, as Marked with a"Y" in Column G in Sections
II.0 and II.D of Exhibit B and subsequent Change Requests that revise these tables. In addition,
the Counties may also require Contractor to deliver to the Counties any Contractor Technology
which Contractor has been using on the Project and which the Counties determine will be
necessary for their continued operations and maintenance of the Systems.
21.8.3 Upon expiration of the Agreement or Contractor's receipt of notice
of termination of the Agreement by the Counties, Contractor will provide any turnover assistance
Services necessary to enable the Counties or its designee to effectively close out the Agreement
and move the work to another vendor or to perform the work by itself. The Counties shall pay
on a time and materials basis at rates in the Agreement for turnover assistance, subject to mutual
written agreement on such work to be performed, and Contractor agrees that any of its out-of-
pocket costs, which will be reimbursed by the Counties,will not be marked up to include profits.
Contractor shall perform Services as described in Section 4.12.3 of the RFP and the Response to
assist in transitioning out the Maintenance and Operations Services for the Systems to another
vendor. In addition, within ten Days of receipt of the Notice of termination or expiration and on
the date of termination or expiration, Contractor shall provide the Software and other materials
described in Section 4.12.13 of the RFP, including but not limited to, in machine readable form,
an up-to-date,usable copy of the Software for the Systems, including but not limited to Pre-
existing Software, other Contractor Technology and Third-Party Software that can be assigned or
transferred by Contractor or through Third-Party Software license agreements as identified in
Exhibit B as updated by the Software Reporting Report Deliverable (as described in RFP Section
4.3.6.6), the Data and a copy of all Documentation that is available at the time of termination or
expiration(1) for the Software Configuration and(2)to utilize the above-described Software and
Data. Contractor will ensure that all consents or approvals to allow Contractor and
Subcontractors to provide the assistance required following termination or expiration have been
obtained, on a contingent basis, in advance and will be provided by the applicable third parties at
no cost or delay to the Counties.
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22. General Conditions.
22.1 Americans With Disabilities Act
This Act (28 CFR Part 35, Title II, Subtitle A)prohibits discrimination on the basis of
disability in all services, programs and activities provided to the public by State and local
governments, except public transportation services. Contractor shall also comply with all
applicable provisions of Title I (Employment) of the Americans with Disabilities Act.
Contractor shall not discriminate on the basis of disability in connection with the Services,
programs, and activities performed and provided under the Agreement. In addition, Contractor is
not required to provide special needs equipment at no further cost for any County or the Counties
and their employees.
22.2 Antitrust Violations. Contractor and the Counties recognize that
overcharges resulting from antitrust violations are in actual economic practice usually borne by
the Counties. Therefore, Contractor hereby assigns to the Counties any and all claims for such
overcharges as to goods and services purchased in connection with this Agreement, except as to
overcharges not passed on to the Counties resulting from antitrust violations commencing after
the date of the bid, quotation, or other event establishing the Charges under this Agreement.
22.3 Assignment. Contractor may not assign or transfer this Agreement or
any of its rights hereunder, or delegate any of its duties hereunder, without the prior written
consent of the Counties' Executive Director. The Counties may assign this Agreement and may
delegate their duties in whole or in part without the consent of Contractor. Any attempted
assignment, transfer or delegation in contravention of this Section of the Agreement shall be null
and void. This Agreement shall inure to the benefit of and be binding on the parties hereto and
their permitted successors and assigns.
22.4 Authority. Neither party shall have authority to bind, obligate or
commit the other party by any representation or promise without the prior written approval of the
other party.
22.5 Binding Effect. Each party agrees that the Agreement binds it and each
of its employees, agents, independent contractors, and representatives.
22.6 Business Registration. Contractor must be registered to conduct
business in the State of California and with all applicable agencies, and Contractor shall provide
the Counties with a copy of its business license on or before the Start Date of this Agreement.
22.7 Claims. Contractor must submit claims against the Counties within the
earlier of one year of the date upon which Contractor knew of the existence of the claim or one
year from expiration or termination of the Agreement. No claims shall be allowed unless Notice
of such claim has been given within the above described time period. Such claims must be
submitted to the Counties' Executive Director or his or her designee by Contractor in the form
and with the certification prescribed by the Counties' Executive Director or his or her designee.
Upon failure of Contractor to submit its claim within the time allowed, all rights to seek amounts
due on account of such claims shall be waived and forever barred.
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22.8 Compliance With Civil Rights Laws.
22.8.1 No individual shall be excluded from participation in, denied the
benefits of, subjected to discrimination under, or denied employment in the administration of or
in connection with any program provided by this Contract because of race, color, creed, marital
status, religion, sex, sexual orientation, national origin, Vietnam era or disabled veteran's status,
age, the presence of any sensory, mental or physical disability, or political affiliation or belief.
22.8.2 In the event of Contractor's noncompliance or refusal to comply
with any civil rights or nondiscrimination law, regulation or policy, this Agreement may be
rescinded, canceled or terminated in whole or in part under Section 2 1.1 (Termination for
Material Breach), and Contractor may be declared ineligible for further contracts with the
Counties. Contractor shall be given a reasonable time in which to cure noncompliance. In
addition to the cancellation of this Agreement, Contractor may be subject to penalties under
federal and State law.
22.9 Compliance with Health and Safety and Related Laws. Contractor
will at all times comply with all applicable workers' compensation, occupational disease, and
occupational health and safety laws, statutes, and regulations to the fullest extent applicable.
Contractor shall comply with all applicable local safety and health clearances, including fire
clearances, for each site where Services are provided under the terms of this Agreement.
Contractor will comply with all applicable health laws and regulations, including,but not limited
to the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191
("HIPAA"), the Health Information Technology for Economic and Clinical Health Act, Public
Law 111-005 ("the HITECH Act"), and regulations promulgated thereunder by the U.S.
Department of Health and Human Services, 42 C.F.R. Part 2, and other applicable laws.
22.10 Conflicts Between Documents; Order of Precedence. In the event
that there is a conflict between the documents comprising the Agreement, the following order of
precedence shall apply:
22.10.1 The terms and conditions in the body of this Agreement;
22.10.2 Change Requests;
22.10.3 Exhibit A (Financial Matters);
22.10.4 Exhibit F (The Statement of Work);
22.10.5 Exhibit B (Equipment and Software);
22.10.6 Exhibit C (Service Level Agreements and Liquidated Damages);
22.10.7 Exhibit E (Hewlett-Packard Company Pre-Existing Software
Agreement);
22.10.8 The RFP; and
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22.10.9 The Response.
22.11 Cooperation of Parties. The parties agree to fully cooperate with each
other in connection with the performance of their respective obligations and covenants under this
Agreement.
22.12 Copeland Anti-kickback Act. Contractor acknowledges and agrees
that: (i) it is subject to the Copeland"Anti-kickback"Act, Title 18 U.S.C. Section 874; and(ii)
Contractor shall be fined by applicable law under this title or imprisoned not more than five
years, or both by applicable law if,by force, intimidation, or threat of procuring dismissal from
employment, or by any other manner whatsoever, Contractor induces any person employed in
the construction,prosecution, completion or repair of any public building,public work, or
building or work financed in whole or in part by loans or grants from the United States, to give
up any part of the compensation to which he is entitled under his contract of employment.
Contractor also acknowledges and agrees that: (i) Contractor and each Subcontractor are subject
to Title 40, U.S.C. (as amended) Sec. 3145, Regulations governing contractors and
subcontractors; (ii) each week Contractor shall furnish the Counties with a statement with respect
to the wages paid each Contractor and Subcontractor employee during the preceding week; and
(iii) Section 1001 of Title 18 of the United States Code (Criminal Code and Criminal Procedure)
shall apply to such statements.
22.13 Covenant Against Contingent Fees.
22.13.1 Contractor warrants that no person or selling agency has been
employed or retained to solicit or secure this Agreement upon any contract or understanding for
a commission, percentage, brokerage, or contingent fee, except bona fide employees or a bona
fide established commercial or selling agency of Contractor.
22.13.2 In the event of breach of this Section by Contractor, the Counties
shall have the right to either annul or terminate this Agreement without liability to the Counties,
or, in the Counties' discretion, deduct from payments due to Contractor, or otherwise recover
from Contractor, the full amount of such commission,percentage, brokerage, or contingent fee.
22.14 Debarment and Suspension
22.14.1 Certification Regarding Debarment, Suspension, Ineligibility,
and Voluntary Exclusion Lower Tier Covered Transactions. As required by Executive Order
12549, Debarment and Suspension, and implemented at 34 CFR Part 85, for prospective
participants in primary covered transactions, as defined at 34 CFR Part 85, Sections 85.105 and
85.110, by signing and submitting this Agreement, Contractor certifies that it and its principals
(a) are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in this transaction by any Federal department or agency;
(b)have not within a three-year period preceding this Agreement been convicted of or had a civil
judgment rendered against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction
or contract under a public transaction; violation of federal or state antitrust statutes or
commission of embezzlement, theft, forgery, bribery, falsification or destruction of records,
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making false statements, or receiving stolen property;.(c) are not presently indicted for or
otherwise criminally or civilly charged by a governmental entity (federal, state, or local)with
commission of any of the offenses enumerated in Section 22.14.1(b); and(d)have not within a
three-year period preceding the Effective Date had one or more public transactions (federal,
state, or local) terminated for cause or default. Contractor certifies that it will not contract with a
subcontractor that is debarred or suspended. Contractor further agrees that it will include this
clause entitled"Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary
Exclusion Lower Tier Covered Transactions,"without modification in all lower tier transactions
and in all solicitations for lower tier covered transactions.
22.14.2 For federally funded agreements in the amount of$100,000 or
more, Contractor agrees to certify that it and its principals are not debarred or suspended from
federal financial assistance programs and activities. Contractor agrees to sign and return to the
Counties the "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary
Exclusion Lower Tier Transactions" (Executive Order 12549, 7 CFR Part 3017, 45 CFR Part 76,
and 44 CFR Part 17).
22.15 Domestic Partners. Contractor certifies that it is in compliance with
Public Contract Code Section 10295.3 with regard to benefits for domestic partners. For
contracts executed or amended after July 1, 2004, Contractor may elect to offer domestic partner
benefits to Contractor's employees in accordance with Public Contract Code Section 10295.3.
However, Contractor cannot require an employee to cover the costs of providing any benefits,
which have otherwise been provided to all employees regardless of marital or domestic status.
22.16 Drug Free Workplace Certification.
22.16.1 The Federal government implemented the Drug Free Workplace
Act of 1988 in an attempt to address the problems of drug abuse on the job. It is a fact that
employees who use drugs have less productivity, a lower quality of work, and a higher
absenteeism, and are more likely to misappropriate funds or services. From this perspective, the
drug abuser may endanger other employees, the public at large, or themselves. Damage to
property, whether owned by this entity or not, could result from drug abuse on the job. All these
actions might undermine public confidence in the services this entity provides. Therefore, in
order to remain a responsible source for government contracts, the following guidelines have
been adopted:
a. The unlawful manufacture, distribution dispensation,possession or use of a
controlled substance is prohibited in the work place.
b. Violators may be terminated or requested to seek counseling from an approved
rehabilitation service.
c. Employees must notify their employer of any conviction of a criminal drug
statue no later than five days after such conviction.
d. Although alcohol is not a controlled substance, it is nonetheless a drug. It is
the policy of the California WIC Program that abuse of this drug will also
not be tolerated in the workplace.
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e. Contractors of federal agencies are required to certify that they will provide
drug-free workplaces for their employees.
22.16.2 By signing this Agreement, Contractor hereby certifies under
penalty of perjury under the laws of the State of California that Contractor will comply with the
requirements of the Drug Free Act of 1990 (Government Code Section 8350 et seq.) and will
provide a drug free workplace by taking the following actions:
22.16.2.1 Publish a statement notifying employees that
unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is
prohibited and specifying actions to be taken against employees for violations, as required by
California Government Code 8355(a).
22.16.2.2 Establish a Drug Free Awareness Program as
required by Government Code Section 8355(b) to inform employees about all of the following:
(i) The dangers of drug abuse in the workplace;
(ii) Contractor's policy of maintaining a drug
free workplace;
(iii) Any available counseling, rehabilitation, and
employee assistance programs; and
(iv) Penalties that may be imposed upon
employees for drug abuse violations.
22.16.2.3 Provide, as required by California Government
Code Section 8355(c), that every employee who works on the Agreement:
(v) Will receive a copy of the Contractor's drug
free policy statement; and
(A) Will agree to abide by the terms of the
Contractor's statement as a term of condition of employment on the Agreement.
22.16.2.4 Failure to comply with these requirements may
result in suspension of payments under the Agreement or termination of the Agreement or both
and Contractor may be ineligible for award of any future agreements by the Counties if the
Counties determine that any of the following has occurred:
(vii) Contractor has made false certification; or
(viii) Violates the certification by failing to carry
out the requirements as noted above.
22.16.3 In addition, Contractor agrees as follows to comply with the
Drug Free Workplace Act of 1988:
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22.16.3.1 The unlawful manufacture, distribution,
dispensation,possession or use of a controlled substance is prohibited in the work place;
22.16.3.2 Violators may be terminated by the Counties or
requested to seek counseling from an approved rehabilitation service;
22.16.3.3 Contractor and Subcontractor employees must
notify Contractor or Subcontractor, respectively, of any conviction of a criminal drug statue no
later than five days after such conviction; and
22.16.3.4 Contractor shall certify to the Counties that it shall
provide drug-free workplaces for its employees.
22.17 Entire Agreement; Acknowledgement of Understanding. The
Counties and Contractor acknowledge that they have read the Agreement, the attached Exhibits
which are incorporated herein by this reference, and other documents incorporated into the
Agreement by reference, understand them and agree to be bound by their terms and conditions.
Further, the Counties and Contractor agree that the Agreement(including the Exhibits and
documents incorporated into the Agreement by reference) are the complete and exclusive
statement of the Agreement between the parties relating to the subject matter of the Agreement
and supersede all letters of intent or prior contracts or prior representations, oral or written,
between the parties relating to the subject matter of the Agreement.
22.18 Environmental Protection Standards.
22.18.1 General. Contractor shall comply with Section 306 of the Clean
Air Act, Section 309 of the Clean Water Act), Executive Order 11246 of the Equal Employment
Opportunity, and Environmental Protection Agency Regulations (40 C.F.R. Part 15).
22.18.2 The Clean Air Act, Section 306.
a. No Federal agency may enter into any contract with any person who is
convicted of any offense under section 113(c) for the procurement of goods,
materials, and services to perform such contract at any facility at which the
violation which gave rise to such conviction occurred if such facility is owned,
leased, or supervised by such person. The prohibition in the preceding sentence
shall continue until the Administrator certifies that the condition giving rise to
such a conviction has been corrected. For convictions arising under section
113(c)(2), the condition giving rise to the conviction also shall be considered to
include any substantive violation of this Act associated with the violation of
113(c)(2). The Administrator may extend this prohibition to other facilities
owned or operated by the convicted person.
b. The Administrator shall establish procedures to provide all Federal
agencies with the notification necessary for the purposes of subsection(a).
c. In order to implement the purposes and policy of this Act to protect and
enhance the quality of the Nation's air,the President shall, not more than 180
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days after enactment of the Clean Air Amendments of 1970 cause to be issued an
order(1) requiring each Federal agency authorized to enter into contracts and
each Federal agency which is empowered to extend Federal assistance by way of
grant, loan, or contract to effectuate the purpose and policy of this Act in such
contracting or assistance activities, and (2) setting forth procedures, sanctions,
penalties, and such other provisions, as the President determines necessary to
carry out such requirement.
d. The President may exempt any contract, loan, or grant from all or part
of the provisions of this section where he determines such exemption is necessary
in the paramount interest of the United States and he shall notify the Congress of
such exemption.
e. The President shall annually report to the Congress on measures taken
toward implementing the purpose and intent of this section, including but not
limited to the progress and problems associated with implementation of this
section. [42 U.S.C. 7606]
f. The Counties may extend this prohibition to other facilities owned or
operated by Contractor.
22.18.3 The Clean Water Act.
a. No federal agency may enter into any contract with any person who has
been convicted of any offense under Section 309(c) of this Act for the
procurement of goods, materials, and services if such contract is to be performed
at any facility at which the violation which gave rise to such conviction occurred,
and if such facility is owned, leased, or supervised by such person. The
prohibition in preceding sentence shall continue until the Administrator certifies
that the condition giving rise to such conviction has been corrected.
b. The Administrator shall establish procedures to provide all Federal
agencies with the notification necessary for the purposes of subsection(a) of this
section.
c. In order to implement the purposes and policy of this Act to protect and
enhance the quality of the Nation's water, the President shall, not more than 180
days after the enactment of this Act, cause to be issued an order:
1. requiring each Federal agency authorized to enter into contracts
and each Federal agency which is empowered to extend Federal assistance
by way of grant, loan, or contract to effectuate the purpose and policy of
this Act in such contracting or assistance activities, and
2. setting forth procedures, sanctions,penalties, and such other
provisions, as the President determines necessary to carry out such
requirement.
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d. The President may exempt any contract, loan, or grant from all or part
of the provisions of this section where he determines such exemption is necessary
in the paramount interest of the United States and he shall notify the Congress of
such exemption.
e. The President shall annually report to the Congress on measures taken
in compliance with the purpose and intent of this section, including, but not
limited to, the progress and problems associated with such compliance.
£ (1)No certification by a contractor, and no contract clause, may be
required in the case of a contract for the acquisition of commercial items in order
to implement a prohibition or requirement of this section or a prohibition or
requirement issued in the implementation of this section.
(2) In paragraph(1), the term"commercial item"has the meaning given
such term in section 4(12) of the Office of Federal Procurement Policy Act
(41 U.S.C. 403(12)).
22.19 Fair Labor Standards. Contractor shall comply with all applicable
provisions of the Federal Fair Labor Standards Act, and shall indemnify, defend, and hold
harmless the Counties, its officers, employees and agents from any and all liability, including,
but not limited to, wages, overtime pay, liquidated damages,penalties, court costs, and attorneys'
fees arising under any wage and hour law, including, but not limited to the Federal Fair Labor
Standards Act for work performed by Contractor's employees for which the Counties may be
found jointly or solely liable.
22.20 Force Majeure
Neither Contractor nor the Counties shall be liable or responsible for delays or failures in
performance resulting from events beyond the reasonable control of such party and without fault
or negligence of such party. Such events shall include but not be limited to acts of God, strikes,
lockouts, riots, acts of war, epidemics, acts of government, fire, power failures, nuclear
accidents, earthquakes, unusually severe weather, acts of terrorism, or other disasters, whether or
not similar to the foregoing, and acts or omissions or failure to cooperate of the other party or
third parties (except third parties do not include Subcontractors, suppliers or vendors of
Contractor, e.g., telecommunications services vendors for the Network, or subcontractors,
suppliers or vendors of the Counties), except to the extent such third party entities experience an
event beyond its reasonable control and without the fault or negligence of such entity.
22.21 Governing Law
This Agreement shall be governed in all respects by the law and statutes of the State of
California,without reference to conflict of law principles. The exclusive jurisdiction and venue
of any action hereunder shall be in the State or Federal courts in the County of Sacramento.
Contractor accepts the personal jurisdiction of such courts.
22.22 Headings
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The headings throughout the Agreement are for reference purposes only, and the words
contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation,
construction or meaning of the provisions of this Agreement.
22.23 Independent Status of Contractor
Contractor will perform all work and Services herein as an independent contractor and
not as an officer, agent, servant or employee of Counties. Likewise, the Counties will perform
all work and services herein as an independent contractor and not as an officer, agent, servant or
employee of Contractor. None of the provisions of this Agreement is intended to create, nor
shall be deemed or construed to create, any relationship between the parties other than that of
independent parties contracting with each other for the purpose of effecting the provisions of this
Agreement. The parties are not, and will not be construed to be in a relationship of joint venture,
partnership or employer-employee. Neither party has the authority to make any statements,
representations or commitments of any kind on behalf of the other party, or to use the name of
the other party in any publication or advertisements, except with the written consent of the other
party or as explicitly provided herein. Contractor will be solely responsible for the acts and
omissions of its officers, agents, employees, contractors and subcontractors, if any.
22.24 Licensing Standards. Any licenses, certificates, or permits required by
the Federal, State, County, or municipal governments for Contractor to provide the Services
described in the Agreement must be procured by Contractor and be valid at the time Contractor
enters into this Agreement. Further, during the term of this Agreement, Contractor must
maintain such licenses, certificates, and permits in full force and effect. Licenses, certificates,
and permits may include,but are not limited to drivers' licenses,professional licenses or
certificates, and business licenses. Such licenses, certificates, and permits will be procured and
remain in full force by Contractor at no expense to the Counties.
22.25 Litigation.
22.25.1 Notice of Litigation. Contractor shall promptly notify the
Counties in the event that Contractor learns of any actual litigation in which it is a parry in a case
which involves Services provided under this Agreement. Contractor shall promptly, after being
served with a summons, complaint, or other pleading which has been filed in any federal or State
court or administrative agency, deliver copies of such document(s)to the Counties' Executive
Director. The term"litigation" includes but is not limited to an assignment for the benefit of
creditors and filings in bankruptcy, reorganization or foreclosure.
22.25.2 Costs. In the event that the Counties are,without any fault on
their part, made a party to any litigation commenced by or against Contractor in connection with
this Agreement, Contractor shall pay all costs and expenses incurred by or imposed on the
Counties, including attorneys' fees, to the extent arising from the acts or omissions of
Contractor, its officers, employees, agents, or Subcontractors.
22.25.3 Lobbying Restrictions.
22.25.3.1 Federal Restrictions. Contractor shall comply
with all certification and disclosure requirements prescribed by Section 319, Public Law 101-121
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(31 U.S.C. § 1352) and any implementing regulations, and shall be responsible for ensuring that
all Subcontractors or sub-grantees of funds provided under this Agreement also fully comply
with all such certifications and disclosure requirements.
22.25.3.2 State and County Restrictions. Contractor shall
be responsible for its lobbyists' compliance with Federal, State and County lobbyist laws and
regulations in connection with their lobbyist activities related to this Agreement. Failure of any
such lobbyist to fully comply with such statutes, regulations, and ordinances constitutes a
material breach of this Agreement by Contractor.
22.25.3.3 Certification Regarding Lobbying. For
Agreements with contractors who are state entities not under the authority of the Governor, or
cities,private firms or agencies which are receiving in excess of$100,000 in federal funds from
the State to perform services, the Contractor agrees to sign and submit to the State the
`Certification Regarding Lobbying' form. (Section 1352, Title 31 of the U.S. Code).
22.25.3.4 Contractor acknowledges that the Anti-Lobbying
Act prohibits the recipients of federal contracts, grants, and loans from using appropriated funds
for lobbying the Executive or Legislative Branches of the federal government in connection with
a specific contract, grant, or loan. As required by Section 1352, Title 31 of the U.S. Code and
implemented at 34 CFR Part 82, Contractor certifies that:
(i) No federal appropriated funds have been paid or
will be paid,by or on behalf of Contractor to any person for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, an officer or employee
of Congress, or an employee of a member of Congress in connection with the making of any
federal grant, the entering into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of any federal grant or cooperative agreement;
(ii) If any funds other than federal appropriated funds
have been paid or will be paid to any person for influencing or attempting to influence an officer
or employee of any agency, a member of Congress, an officer or employee of Congress, or an
employee of a member of Confess in connection with this federal grantor o cooperative
agreement, Contractor shall complete and submit Standard Form—LLL, "Disclosure Form to
Report Lobbying," in accordance with its instructions; and
(iii) Contractor shall require that the language of this
certification in Section 22.25.3.4 be included in the award documents for all sub-awards at all
(including but not limited to sub-grants, contracts under grants and cooperative agreements, and
Subcontractor subcontracts) and that all Subcontractors shall certify and disclose accordingly.
22.26 Modifications and Amendments.
22.26.1 No modification, amendment, alteration, addition or waiver of
any Section or condition of this Agreement shall be effective or binding unless it is in writing
and signed by an authorized representative of Contractor and the Counties' Executive Director or
designee if there is not an increase or decrease to the Maximum Amount. If there is an increase
or decrease to the Maximum Amount, then the Counties' Executive Director or designee must
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obtain approval from the County Boards of Supervisors or their delegates before any such
increase or decrease is effective. In no event will Contractor be required to perform services
above the Maximum Amount if approval has not been received.
22.26.2 Only the Counties' Executive Director or authorized delegate by
writing (with the delegation to be made prior to action) shall have the express, implied, or
apparent authority to alter, amend, modify, or waive any clause or condition of this Agreement
on behalf of the Counties. Furthermore,unless otherwise provided herein, any alteration,
amendment, modification, or waiver of any clause or condition of this Agreement is not effective
or binding until made in writing and signed by an authorized representative of Contractor and the
Counties' Executive Director or designee if there is not an increase or decrease to the Maximum
Amount therefrom. If there is an increase or decrease to the Maximum Amount, then Counties'
Executive Director or designee must obtain approval from the Counties' Boards of Supervisors
or their delegates before any such increase or decrease is effective.
22.26.3 Contractor shall notify the Counties of the names of individuals
who have authority to bind Contractor to modifications to the Agreement and of the limits of
such authority at the time Contractor submits its Response and at such other times as required.
The State reserves the right to review and approve all amendments to the Agreement.
22.27 Nondiscrimination.
22.27.1 During the performance of this Agreement, Contractor, its
agents, officers, employees and Subcontractors shall not unlawfully discriminate, harass or allow
harassment, against any employee, applicant for employment, or person receiving services under
this Agreement because of sex, race, color, ancestry, religious creed, national origin,physical
disability(including HIV or AIDS), medical conditions (cancer), mental handicap, marital status,
age (over 40),political affiliation, sexual orientation(for Contractor's employees and
Subcontractors located in California), or denial of family care leave. In addition, in accordance
with Executive Order 11246, entitled"Equal Employment Opportunity," as amended by
Executive Order 11375, and as supplemented by the Department of Labor Regulations (41 CFR
Part 60), Contractor shall not discriminate in employment decisions on the basis of race, color,
religion, sex, or national origin and shall take affirmative action to ensure that equal opportunity
is provided in all aspects of their employment.
22.27.2 Contractor, its agents, officers, employees and subcontractors
shall insure that the evaluation and treatment of their employees and applicants for employment
are free from such discrimination and harassment. Contractor and its agents, officers, employees
and subcontractors shall comply with all federal and applicable State nondiscrimination laws,
including but not limited to: Title VII of the Civil Rights Act, 42 U.S.C. § 12101, et seq.; the
Americans with Disabilities Act(ADA); and the provisions of the Fair Employment and Housing
Act (Government Code Section 12900, et seq.) and the applicable regulations promulgated
thereunder in the California Code of Regulations (Title 2, Section 7285.0, et seq.). The
applicable regulations of the Fair Employment and Housing Commission implementing
Government Code, Section 12990(a-f), set forth in Chapter 5 of Division 4 of Title 2 of the
California Code of Regulations, CDSS Manual of Policies and Procedures, Division 21, and
Welfare and Institutions Code, Section 10000 are incorporated into this Agreement by reference
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and made a part hereof as if set forth in full. Contractor, its agents, officers, employees and
subcontractors shall also abide by the Federal Civil Rights Act of 1964 (P.L. 88-352) and all
amendments thereto and all administrative rules and regulations issued pursuant to said Act.
Contractor further agrees to abide by the Counties' nondiscrimination policy. Contractor and its
subcontractors shall give written notice of their obligations under this clause to labor
organizations with which they have a collective bargaining or other agreements.
22.27.3 Contractor shall include the nondiscrimination and compliance
provisions of this Section in agreement with all Subcontractors to perform work under this
Agreement.
22.28 Nonwaiver. Except as otherwise specifically provided herein, any
failure or delay by either party to exercise or partially exercise any right, power or privilege
under the Agreement shall not be deemed a waiver of any such right, power, or privilege under
the Agreement. Any waivers granted by a party for breaches hereof shall not indicate a course of
dealing of excusing other or subsequent breaches. One party's pursuit or nonpursuit of a remedy
under this Agreement for the other party's breach of its obligations will neither constitute a
waiver of any such remedies or any other remedy that a party may have at law or equity for any
other occurrence of the same or similar breach, nor estop a party from pursuing such remedy.
22.29 Notices.
22.29.1 Except as otherwise permitted herein, any notice or demand or
other communication required or permitted to be given under this Agreement or applicable law
shall be effective if and only if it is in writing,properly addressed, and either delivered in person,
or by a recognized courier service, or deposited with the United States Postal Service as
first-class mail, postage prepaid, certified mail, return receipt requested, to the parties at the
following addresses:
The Counties:
Welfare Client Data System Consortium
Executive Director
620 Roseville Parkway
Roseville, CA 95747
Email: diane.alexander@calwin.org
Contractor:
DXC Technology
Account Executive
620 Roseville Parkway
Roseville, CA 95747
Email: chris.van-vlack@dxc.com
22.29.2 Notices shall be effective upon receipt or four business days after
mailing, whichever is earlier. The Notice address as provided herein may be changed by Notice
given as provided above.
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22.30 Pro Children Act of 1994. Contractor shall comply with Public Law
103-227, Part C—Environmental Tobacco Smoke, also known as the Pro-Children Act of 1994.
22.31 Publicity. The award of this Agreement to Contractor is not in any way
an endorsement of Contractor or Contractor's Services by the Counties and shall not be so
construed by Contractor in any advertising or publicity materials. Contractor agrees to submit to
the Counties' Executive Director in advance all advertising, sales promotion, and other publicity
matters relating to this Agreement wherein the Counties' name is mentioned or language used
from which the connection of the Counties' name therewith may, in the Counties'judgment, be
inferred or implied. Contractor further agrees not to publish or use such advertising, sales
promotion, or publicity matter without the prior written consent of the Counties. Contractor shall
not in any way contract on behalf of or in the name of the Counties. Nor shall Contractor release
any informational pamphlets, notices, press releases, research reports, or similar public notices
concerning this project without obtaining the prior written approval of the Counties.
22.32 Recycling. Contractor shall use recycled and recyclable products,
whenever practicable, in fulfilling the terms of this Agreement. Recycled printed products shall
include a symbol identifying the recycled material.
22.33 Remedies. Unless a remedy is specifically designated as exclusive,no
remedy conferred by any of the specific provisions of the Agreement is intended to be exclusive
of any other remedy, and each and every remedy shall be cumulative and shall be in addition to
every other remedy given hereunder, now or hereafter existing at law or in equity or by statute or
otherwise. The election of any one or more remedies by either party shall not constitute a waiver
of the right to pursue other available remedies.
22.34 Severability. If any term or condition of this Agreement or the
application thereof to any person(s) or circumstances is held invalid, such invalidity shall not
affect other terms, conditions, or applications which can be given effect without the invalid term,
condition, or application; to this end the terms and conditions of this Agreement are declared
severable.
22.35 Sovereign Immunity. The parties expressly agree that no provision of
this Agreement is in any way intended to constitute a waiver by the Counties of any immunities
from suit or from liability that the Counties may have by operation of law.
22.36 State Energy Conservation Plan. Contractor agrees to recognize and
comply with the mandatory standards and policies relating to energy efficiency in the State
Energy Conservation Plan Title 23 and 24, the California Code of Regulations, as required by the
U.S. Energy, Policy and Conservation Act(P.L. 94-165).
22.37 Subcontractors.
22.37.1 Contractor may, with prior written permission from the Counties'
Executive Director, which consent shall not be unreasonably withheld, enter into subcontracts
with third parties for its performance of any part of Contractor's duties and obligations. Subject
to the other provisions of this Section, the Counties expressly consent to Contractor's use of the
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Subcontractors designated in its Response for the provision of the Services specified in the
Response. Any such approval may be rescinded in the Counties' sole discretion.
22.37.2 Contractor is responsible and liable for the proper performance
of and the quality of any work performed by any and all Subcontractors and their compliance
with the Agreement and the subcontract terms and conditions. In no event shall the existence of
a subcontract operate to release or reduce the liability of Contractor to the Counties for any
breach in the performance of Contractor's duties. In addition, Contractor's use of any
Subcontractor shall not cause the loss of any warranty from Contractor. All subcontracts will be
made in writing and copies provided to the Counties upon request. The Counties have the right
to refuse reimbursement for obligations incurred under any subcontract that do not comply with
the terms and conditions of this Agreement.
22.37.3 For purposes of this Agreement, Contractor agrees to indemnify,
defend, and hold the Counties harmless from and against any and all claims, actions, losses,
liabilities, damages, costs and expenses (including reasonable attorney fees) arising out of or
related to acts or omissions of Contractor's Subcontractors, their agents, or employees.
22.37.4 For any Subcontractor, Contractor shall include in the
Subcontractor's subcontract substantially similar terms as are provided in Sections 4.6
(Reference and Background Checks), 4_7 (Records Retention and Access Requirements), 9
(Ownership), 16 (Insurance), and 17 (Confidential Information).
22.37.5 Upon expiration or termination of this Agreement for any reason,
the Counties will have the right to enter into direct agreements with any of the Subcontractors.
Contractor agrees that its arrangements with Subcontractors will not prohibit or restrict such
Subcontractors from entering into direct agreements with the Counties.
22.38 Subpoena. In the event that a subpoena or other legal process
commenced by a third party in any way concerning the Deliverables or Services provided
pursuant to this Agreement is served upon Contractor or the Counties, such party agrees to notify
the other party in the most expeditious fashion possible following receipt of such subpoena or
other legal process. Contractor and the Counties further agree to cooperate with each other in
any lawful effort by the such other party to contest the legal validity of such subpoena or other
legal process commenced by a third party as may be reasonably required and at the expense of
the party to whom the legal process is directed, except as otherwise provided herein in
connection with defense obligations by one party to another as provided in Section 19.
22.39 Survival. All Services performed and Deliverables provided pursuant to
the authority of this Agreement are subject to all of the terms, conditions, price discounts and
rates set forth herein, notwithstanding the expiration of the initial term of this Agreement or any
extension thereof. Further, the terms, conditions and warranties contained in this Agreement that
by their sense and context are intended to survive the completion of the performance,
cancellation or termination of this Agreement shall so survive. In addition, the terms of
Sections 4.7 (Records Retention and Access Requirements), Section 4.8 (Accounting
Requirements), Section 9 (Ownership), Section 10.1 (Pre-existing Software, Other Contractor
Technology, and Third-Party Software Licenses), Section 12.6 (Legal and Regulatory
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Compliance), Section 15.8 (Letter of Credit), and Sections 16 -17 and 19-22 shall sunrive the
termination of this Agreement.
22.40 Waiver. Waiver of any breach of any term or condition of this
Agreement shall not be deemed a waiver of any prior or subsequent breach. No term or
condition of this Agreement shall be held to be waived, modified or deleted except by a written
instrument signed by the parties hereto.
This Agreement may be executed in counterparts or in duplicate originals. Each
counterpart or each duplicate shall be deemed an original copy of this Agreement signed by the
parties, for all purposes. In witness thereof, this Agreement is effective as of the Agreement
Effective Date.
HP ENTERPRISE SERVICES, LLC
"California Corporations Code section 313 requires tint contracts with a corporation be signed by both(1)the chairman of the Board of
Directors,the president or any vice-president, nd(2)the secretary,any assistant secretary,the chief financial Officer,or any assistant treasurer,
unless the contract is accompanied by a certified copy of the corporation's Beard of Directors'resolution authorizing the execution of the
contract",
By
Title Sector General Manager and Director
Printed Name Chris Van Vlack
Dated March 26, 2019
65
2923905.1
THE WCDS CONSORTIUM COUNTIES
C 5,TOV*
S TA tLA�RA
S. JOSEPH SIMITIAN, President
Board of Supervisors
Dated MAY 0 7 2019
Signed and certified that a copy of this document
has been delivered by electronic or other means
to the President, Board of Supervisors.
ATTEST:
Tiffany Lennear
Assistant Clerk of tl]4 Board of Supervisors
Dated MAY 0 7'2019
"-, I n(�—
APPROVED AS TO FORM /
AND LEGALITY Javier Se nano
Deputy County Counsel
Dated M Z J/M
66
2923905.1
ATTEST: COUNTY OF SAN MATEO
c By (^f2�O�P � Q 0 M Resolution No. 076618
Clerk of the Board President, Board of Supervisors
Dated: 5/14/19 Dated: 5/14/19
67
2923905.1
COUNTY OF SAN DIEGO
By At
Di or, Dept of Purch9ting and Contracting
I)atcd:
APPROVED AS TO FORM AND LEGALITY
COUNTY CM�,SENIORDEPUTY
BY
68
2923905.1
ATTEST: ����- ®" CO TY Q SONOMA
By,.
Chairper-so__, Board'of Supervisors
Dated: +
69
2923905.1
Jason TATTEST: `8Y: p ,' 'C( 0��"`' COUN Y OFT ARE
h-�
By
Chairper n, Board of Supervisors
F � �
I� Dated: D 125
C
70
2923905.1
71
2923905.1
ATTEST: COUNTY OF SANTA CRUZ
By „,J
Ellen M. Timberlake irector
Human Service Department
Dated:02 Moq�AQOI� APPROVED AS TO FORM:
(J )County Counsel
Counsel
Cf*tared as to
By
,z
2Q23905.1
COUNTY OF FRESNO
Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
Dated:
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By: Vl .
Deputy
73
2923905.1
COUNTY OF SOLANO
ATTEST:
By:
BirgittifE. Corsello
County Administrator
Dated:
APPROVED AS TO FORM: By:
-
Y
Dennis Bunting
County Counsel
Dated: k Z 26119
73
2923905.1
ATTEST: CITY A COUNTY OF SAN FRANCISCO
By ----.
Trent orer, Executive Director, Human Services Agency
Dated:
B
y ---ter
i --may i
David Ries, Deputy City Attorney
Dated:
75
2923905.1
ATTEST: COUNTY OF SAN LUIS OBISPO
By L.
Chairperson, Board of Supervisors
ATTEST:
Tommy Gong,Cnunty Clerk-Recorder M d Dated: April 23,701 q
Ex-Officio Clark of the Beard of Supervisors By
Sy. Deputy County C unsel
Clerk
�_. � Dated: y
The undersigned Deputy Cleric of the Board of Supervisors
�erl.ifies ti int, pursuant to Section 25103 of the
;ovP1' menL code, delivery of this document has been
71cue on mr-i t 29-201 9
TOE AMY C r a
County Clerk and Ex-Of is to Clerk
of the Board of Supervisors
By,
Deputy Glerk
76
2923905A
i
ATTEST: CO OF NTRA A
— �� By
Chai�Board a SuAvisors
I
DaW:
FORM APPRO
Sharon L ,Couty
By Do"
i
I
,
i
I
I j
i
I
i
fi
i
I
77
2M9W.l
i
ATTEST: COUNTY OF PLACER
Direc r,�+ep ent of Health and Human Scn ices
Dated: 12e) I r
Dated: `� �'G APPROVED AS TO FORM:
L.
County-Cou sel
78
2923905.1
ATTEST: COUNTY()AFEA EDA:
Dated: MAY 3 12019 By:
RICHARD VALLE, President
Board of Supervisors
Approved as to form
DONNA R.ZIEGLER, County Counsel
By: `' tL
Victoria Wu
Assistant County Counsel
79
2923905.1
Attest: COUNT OF Z
Julie Da e�, 46, rkL/oa'
Board f �4 •:� By
o * y Don Saylor, ChgIrpirsori froard of Supervisors
Dated: S
By
Deptt
UN'�`l'
Approved as to Form
Philip J. Pogledich, County Counsel
By
Carrie Scarlata,Assistant County Counsel
80
292)905
COUNTY OF O NGE
0
B �
Y
Chairperson, o rd of Supervisors
Dated: q 12-3111
SIGNED AND CERTIFIED THAT A COPY OF THIS
DOCUMENT HAS BEEN DELIVERED TO THE CHAIR
OF THE BOARD PER G.C. SEC. 25103, RESO 79-1535
ATTEST:
�61Jt'11),&\A2 dirn
!,
ROBI STIELER
Cler of the Board of Supervisors
Orange County, California
APPROVED AS TO FORM
By i'7 .J. �
Deputy Coun Counsel C�
Dated:
81
2923905.1
COUNTY OF SANTA BARBARA
ATTEST:
MONA MIYASATO
COUNTY EXECUTIVE OFFICER
CLERK OF THE BOARD
By, c �C�C 11 L:S1� By: C r d
eputy Clerk STEV2EbVA WIN , HAIR
BO SORS
Date:
RECOMMENDED FOR APPROVAL:
DANIEL NIELSON
DIRECTOR
DEPARTMENT OF SOCIAL SERVICES rr
1
By:
ector
APPROVED AS TO FORM: APPROVED AS TO ACCOUNTING FORM:
MICHAEL C. GHIZZONI BETSY M. SCHAFFER, CPA
DEPUTY COUNTY COUNSEL AUDITOR-CONTROLLER
By: By:
ut�
Deputy County Counsel De M
APPROVED AS TO FORM:
RISK MANAGEMENT
By: . - --
Risk Management
82
2923905.1
ATTEST: COU Y F SAC ENTO
By .,, I 7�)
Chairperson, Board
of Supervisors
Dated:
f SA�a4
� z}
rb
FORN�P
83
2923905.1
ATTEST: COUNTY OF VENTURA
By
Chairhers011. onrd of Supervisors
ATTEST MICHAEL POWERS Dated:
Clerk of the Board of Supervisors
County f Venturgi, State of California
By: .cat
Deputy Clerk of the Board J`� 'f'�►
0
u NO
4 d
� K
IF
84
2923905.1
EXHIBIT A
FINANCIAL MATTERS
1. Maximum Amount. The Maximum Amount shall be each of the following amounts during their
respective time periods:
a. During the initial five year term, the Maximum Amount shall not exceed: (1) $205,439,597; (2)
plus up to $57,000,000 in funding authorized by the State and federal agencies for special Premise funds and
other grants (including Ca1HEERS interface and Contact CalWIN changes): (i) which are subject to
authorization by the Counties pursuant to Section 14 of the Agreement; and(ii) which shall be contingent upon
the Counties' receipt of State funding for such Change Requests; (3)plus up to $63,576,131 for Change
Requests: (i)which are subject to authorization by the Counties pursuant to Section 14 of the Agreement; and
(ii)which shall be contingent upon the Counties' receipt of State funding for such Change Requests; (4)plus up
to $9,953,558 for Separate Services: (i)which are subject to authorization by the Counties pursuant to Section
13 of the agreement; and(ii)which shall be contingent upon the availability of Counties funding for such
Separate Services; and
b. During the initial 5 year term, Maximum Amount for Ca1HEERS and Contact CalWIN
Maintenance and Operations Services shall not exceed (1) $19,802,340.00 for Ca1HEERS Interface (2)plus
$4,716,833.00 for Contact CalWIN;
C. During the first three year renewal period, if the Counties renew the term pursuant to Section 2
of the Agreement, the Maximum Amount shall not exceed: (1)the amount of the Maximum Amount during the
initial five year term; (2)plus $111,225,527; (3)plus up to $50,600,572 in funding authorized by the State and
federal agencies for special Premise funds and other grants (including Ca1HEERS interface and Contact
Ca1WIN changes): (i)which are subject to authorization by the Counties pursuant to Section 14 of the
Agreement; and(ii) which shall be contingent upon the Counties' receipt of State funding for such Change
Requests; (4)plus up to $41,029,272 for Change Requests: (i)which are subject to authorization by the
Counties pursuant to Section 14 of the Agreement; and(ii) which shall be contingent upon the Counties' receipt
of State funding for such Change Requests; and
d. During the first three year renewal period, if the Counties renew the term pursuant to Section 2
of the Agreement, the Maximum Amount for Ca1HEERS and Contact CalWIN Maintenance and Operations
Services shall not exceed(1) $12,873,960.00 for Ca1HEERS Interface (2)plus $3,073,392.00 for Contact;
CalWIN;
e. During the next two year renewal period, if the Counties renew the term pursuant to Section 2 of
the Agreement, the Maximum Amount shall not exceed: (1)the amount of the Maximum Amount during the
initial five year term; (2)plus the first three year renewal period; (3)plus $71,891,887; (4)plus up to
$32,067,048 in funding authorized by the State and federal agencies for special Premise funds and other grants
(including Ca1HEERS interface and Contact CalWIN changes): (i)which are subject to authorization by the
Counties pursuant to Section 14 of the Agreement; and(ii)which shall be contingent upon the Counties' receipt
of State funding for such Change Requests; (5)plus up to $27,352,848 for Change Requests: (i)which are
subject to authorization by the Counties pursuant to Section 14 of the Agreement; and(ii) which shall be
contingent upon the Counties' receipt of State funding for such Change Requests; and
f. During the next two year renewal period, if the Counties renew the term pursuant to Section 2 of
the Agreement, the Maximum Amount for Ca1HEERS and Contact CalWIN Maintenance and Operations
A-1
2923905.1
Services shall not exceed(1) $8,582,640.00 for CaIHEERS Interface (2)plus $2,048,928.00 for Contact
CalWIN.
2. Change Request Hourly Rates
Blended
Staff Classification Hourly Rate
Architect $144.39
Architect Sr. $173.27
Business Analyst $144.39
Business Analyst Sr. $173.27
Database Administrator $144.39
Manager $202.15
Program Manager $259.91
Programmer $144.39
Programmer Jr. $127.07
Programmer Sr. $173.27
Project Manager $173.27
Project Manager Sr. $202.15
Supervisor $144.39
Technical Trainer $98.19
Tester $76.88
Tester Sr. $102.50
3. Charges ($).
After
Transition-In
Transition-In to end of Total Initial 5 3 Year 2 Year Total
Period Initial 5 Year Year Term Renewal Renewal Agreement
Period Period 10 Year Term
Term (Base
Period)
2/2/2015- 8/1/2015— 2/2/2015— 2/1/2020- 2/1/2023- 2/2/2015—
7/31/2015 1/31/2020 1/31/2020 1/31/2023 1/31/2025 1/31/2025
Contractor Staff 5,870,083 109,780,441 115,650,524 57,619,171 37,703,490 210,973,185
Charges
A-2
2923905.1
After
Transition-In
3 Year 2 Year Total
Transition-In to end of Total Initial 5
Period Initial 5 Year Year Term Renewal Renewal Agreement
Period Period 10 Year Term
Term(Base
Period)
Contractor
Equipment 363,319 3,649,477 4,012,796 4,069,846 1,704,884 9,787,526
Charges
Contractor
Equipment 112,486 3,653,928 3,766,414 2,876,956 1,917,971 8,561,341
Maintenance
Charges
Contractor 293,758 2,055,517 2,349,275 1,796,180 598,727 4,744,182
Software Charges
Contractor
Software 932,890 22,172,854 23,105,744 16,037,389 10,661,600 49,804,733
Maintenance
Charges
Contractor 3,586,451 27,880,487 31,466,938 17,858,730 11,832,746 61,158,414
Facilities Charges
Contractor 150,333 9,811,053 9,961,386 6,459,302 4,306,201 20,726,889
Network Charges
Contractor
Application 2,897,873 11,502,063 14,399,936 4,440,451 3,121,271 21,961,658
Support Facility
Charges
Contractor Other 608,453 118,094 726,584 67,502 44,997 839,083
Charges
Sub-Total
Contractor 14,815,645 190,623,952 205,439,597 111,225,527 71,891,887 388,557,012
Charges
Change Request 0 63,576,131 63,576,131 41,029,272 27,352,848 131,958,251
Charges*
Premise&Other 0 57,000,000 57,000,000 50,600,572 32,067,048 139,667,620
Grants**
Separate Services 0 9,953,558 9,953,558 0 0 9,953,558
CaIHEERS
Interface
Maintenance and 0 19,802,340 19,802,340 12,873,960 8,582,640 41,258,940
Operations
Services Charges
Invoice Amount
Contact CaIWIN
Maintenance and
Operations 0 4,716,833 4,716,833 3,073,392 2,048,928 9,839,153
Services Charges
Invoice Amount
Total Contractor 14,815,645 345,672,814 360,488,459 218,802,723 141,943,351 721,234,533
Charges
A-3
2923905.1
* Change Request Charges are projected; the Charges for Change Requests shall be based on actual Services
performed in accordance with the Agreement and Deliverables that receive Acceptance and shall be contingent
upon the Counties' receipt of State funding for such Change Requests.
** Premise and other grant Charges are projected; the Charges for Premise and other grants shall be based on
actual Services performed in accordance with the Agreement and Deliverables that receive Acceptance and
shall be contingent upon the Counties' receipt of State funding for such Premise and other grants.
4. Payments for Deliverables after Contractor Corrects the Deliverable's Cosmetic Deficiencies and
Acceptance of Deliverables Pursuant to Change Requests. The Counties shall hold back 10% of the
applicable Charges for all Deliverables pursuant to each Change Request and Exhibit F. Counties shall pay
such held back amounts in accordance with and subject to the terms of Section 3.1 and Section 3.5 of the
Agreement after(a) the Counties provide Acceptance of each Deliverable including those without Cosmetic
Deficiencies and Contractor issues an invoice for such Deliverable or Counties shall pay such held back
amounts and(b) Contractor corrects all Cosmetic Deficiencies in a Deliverable, the Counties provide
Acceptance of the Deliverable following correction of such Cosmetic Deficiencies, and Contractor issues an
invoice for such corrected Deliverable.
5. Critical Milestones:
a. Performance Standards and Service Level Agreements for Services in Exhibit C.
b. Acceptance dates for Deliverables which are marked in the table in Section 2.1 in Exhibit F with
a"Y" and Acceptance Dates which are identified as Critical Milestones in Change Requests.
C. Operations Effective Date
6. Payment Schedule
CaIHEERS Contact
Maintenance Interface CaIWIN
Projected and Maintenanc Maintenanc
Schedule Project Operations
Period e and e and
Request Services Operations Operations
Date Charges* Other Grants Charges Services Services
ChargesInvoice Charges
Amount Invoice Invoice
Amount Amount
Transition- Month 15-Mar $0 $0 $1,606,585 $0 $0 $0
In Period 1
Transition- Month 15-Apr $0 $0 $1,612,476 $0 $0 $0
In Period 2
Transition- Month 15-May $0 $0 $2,985,939 $0 $0 $0
In Period 3
Transition- Month 15-Jun $0 $0 $3,509,934 $0 $0 $0
In Period 4
A-4
2923905.1
OperationsCaIHEERS Contact
Maintenance Interface CaIWIN
Schedule Project
e and e and
.. Projected and Maintenanc Maintenanc
Request Services Operations Operations
OtherDate Charges*
ChargesInvoice Charges
Amount Invoice Invoice
am I Amount] Amount
Transition- Month 15-Jul $0 $0 $3,359,176 $0 $0 $0
In Period 5
Transition- Month 15-Aug $0 $0 $1,741,535 $0 $0 $0
In Period 6
Total BAFO Transition-In Period $0 $0 $14,815,645.00 $0 $0 $0
(2/2/2015-7/31/2015
After
Transition
-In to end Month
of Initial 5 7 15-Sep $537,470 ($358,086) $3,611,137 $101,494 $360,000 $42,000
Year Term
(Base
Period)
Base Month 15-Oct $1,329,751 $520,413 $3,658,096 $31,387 $360,000 $42,000
Period 8
Base Month 15-Nov $572,966 $193,191 $3,713,787 $191,597 $360,000 $42,000
Period 9
Base Month 15-Dec $545,075 $1,156,900 $3,694,956 $12,474 $360,000 $42,000
Period 10
Base Month 16-Jan ($441,004) $2,658,037 $3,667,151 $425,252 $360,000 $42,000
Period 11
Base Month 16-Feb $305,663 $1,726,551 $3,558,161 $407,562 $604,788 $35,000
Period 12
Base Month 16-Mar $813,998 $1,574,175 $3,978,423 $8,348 $376,966 $116,329
Period 13
Base Month 16-Apr $4,005,488 $2,101,128 $3,964,171 $31,920 $376,966 $116,329
Period 14
Base Month 16-May $4,290,563 $1,696,925 $3,847,250 $61,573 $376,966 $116,329
Period 15
Base Month 16-Jun $466,582 $1,841,013 $3,588,695 $347,181 $376,966 $116,329
Period 16
Base Month 16-Jul $916,829 $147,761 $3,590,828 $81,363 $376,966 $116,329
Period 17
Base Month 16-Au
Period 18 g ($193,671) $769,376 $3,608,468 $1,031,532 $376,966 $116,329
Base Month 16-Sep $1,005,550 $1,532,544 $3,673,127 $165,907 $376,966 $116,329
Period 19
Base Month 16-Oct $86,939 $1,743,199 $3,640,205 $151,973 $376,966 $116,329
Period 20
Base Month 16-Nov $1,239,246 $1,743,957 $3,695,188 $127,181 $376,966 $116,329
Period 21
Base Month 16-Dec $1,234,055 $1,200,535 $3,675,525 $84,978 $376,966 $116,329
Period 22
A-5
2923905.1
CaIHEERS Contact
Maintenance Interface CaIWIN
ce
Schedule Project •.
Period e and e and
Projected anc
Request Services Operations Operations
Date Charges* Other Grants Charges Services Services
ChargesInvoice] Charges]
Amount Invoice Invoice
.Jm� Amount Amount
Base Month 17-Jan $1,641,831 $524,794 $3,686,302 $69,431 $376,966 $116,329
Period 23
Base Month 17-Feb $1,601,116 $816,778 $3,679,715 $100,873 $376,966 $116,329
Period 24
Base Month 17-Mar $486,072 $2,005,094 $3,660,159 $182,913 $357,610 $85,372
Period 25
Base Month 17-Apr $2,043,056 $618,003 $3,632,578 $282,608 $357,610 $85,372
Period 26
Base Month 17-May $3,478,398 $208,299 $3,632,578 $584,929 $357,610 $85,372
Period 27
Base Month 17-Jun $735,753 $675,711 $3,638,295 $391,214 $357,610 $85,372
Period 28
Base Month 17-Jul $1,569,431 $773,768 $3,638,295 $244,592 $357,610 $85,372
Period 29
Base Month 17-Aug $1,006,736 $1,481,170 $3,660,357 $95,531 $357,610 $85,372
Period 30
Base Month 17-Sep $1,526,599 $1,113,080 $3,588,198 $41,285 $357,610 $85,372
Period 31
Base Month 17-Oct $1,346,783 $699,583 $3,587,392 $158,485 $357,610 $85,372
Period 32
Base Month 17-Nov $2,362,698 $77,259 $3,587,392 $64,210 $357,610 $87,865
Period 33
Base Month 17-Dec $2,523,377 $576,674 $3,584,083 $11,395 $357,610 $85,372
Period 34
Base Month 18-Jan $2,605,043 $248,805 $3,584,083 $47,876 $357,610 $85,372
Period 35
Base Month 18-Feb $0 $201,452 $3,584,083 $108,994 $357,610 $85,372
Period 36
Base Month 18-Mar $0 $582,962 $3,596,563 $55,541 $357,610 $85,372
Period 37
Base Month 18-Apr $0 $149,597 $3,580,013 $110,364 $357,610 $85,372
Period 38
Base Month 18-May $0 $1,190,912 $3,563,846 $168,669 $357,610 $85,372
Period 39
Base Month 18-Jun $2,221,137 $210,583 $3,595,817 $127,372 $357,610 $85,372
Period 40
Base Month 18-Jul $1,983,572 $31,641 $3,574,305 $81,751 $357,610 $85,372
Period 41
Base Month 18-Aug $981,944 $99,631 $3,574,988 $76,319 $357,610 $85,372
Period 42
Base Month 18-Sep $493,128 $210,901 $3,414,166 $55,078 $357,610 $85,372
Period 43
Base Month 18-Oct $995,516 $594,393 $3,414,166 $187,702 $357,610 $85,372
Period 44
Base Month 18-Nov $1,496,260 $341,289 $3,390,943 $167,384 $357,610 $85,372
Period 45
Base Month 18-Dec $1,632,802 $768,272 $3,390,943 $107,517 $357,610 $85,372
Period 46
Base Month 19-Jan $550,115 $294,126 $3,390,944 $115,302 $357,610 $85,372
Period 47
Base Month 19-Feb $1,114,454 $357,103 $3,390,944 $222,720 $357,610 $85,372
Period 48
A-6
2923905.1
OperationsCaIHEERS Contact
Maintenance Interface CaIWIN
ce
Schedule Project
e and e and
.. Projected anc
Request Services Operations Operations
OtherDate Charges*
ChargesInvoice] Charges]
Amount Invoice Invoice
.Jm� Amount Amount
Base Month 19-Mar $735,831 $819,342 $3,350,362 $77,460 $357,610 $85,372
Period 49
Base Month 19-Apr $735,831 $135,000 $3,322,781 $228,178 $357,610 $85,372
Period 50
Base Month 19-May $735,830 $2,094,615 $3,322,781 $252,614 $357,610 $85,372
Period 51
Base Month 19-Jun $1,139,702 $2,094,616 $3,322,781 $252,614 $357,610 $85,372
Period 52
Base Month 19-Jul $1,139,702 $2,094,616 $3,322,781 $252,614 $357,610 $85,372
Period 53
Base Month 19-Aug $1,139,702 $2,094,616 $3,318,130 $252,614 $357,610 $85,372
Period 54
Base Month 19-Sep $1,139,702 $2,094,616 $3,146,337 $252,614 $357,610 $85,372
Period 55
Base Month 19-Oct $1,139,702 $2,094,616 $3,146,337 $252,614 $357,610 $85,372
Period 56
Base Month 19-Nov $1,139,702 $2,094,616 $3,146,337 $252,614 $357,610 $85,372
Period 57
Base Month 19-Dec $1,139,702 $2,094,616 $3,146,337 $252,614 $357,610 $85,372
Period 58
Base Month 20-Jan $1,139,702 $2,094,616 $3,146,337 $252,614 $357,610 $85,372
Period 59
Base Month 20-Feb $1,139,702 $2,094,616 $3,146,335 $252,617 $357,610 $85,372
Period 60
Total Base Period (8/1/2015- $63,576,131 $57,000,000 $190,623,952 $9,953,558 $19,802,340 $4,716,833
1/31/2020)
3 Year
Renewal Month
Period 61 20-Mar $1,139,702 $1,405,572 $3,266,113 $0 $357,610 $85,372
(Extension
1
Extension Month 20-Apr $1,139,702 $1,405,572 $3,238,532 $0 $357,610 $85,372
1 62
Extension Month 20-May $1,139,702 $1,405,572 $3,238,532 $0 $357,610 $85,372
1 63
Extension Month 20-Jun $1,139,702 $1,405,572 $3,238,533 $0 $357,610 $85,372
1 64
Extension Month 20-Jul $1,139,702 $1,405,572 $3,238,533 $0 $357,610 $85,372
1 65
Extension Month 20-Aug $1,139,702 $1,405,572 $3,247,481 $0 $357,610 $85,372
1 66
Extension Month 20-Sep $1,139,702 $1,405,572 $3,058,660 $0 $357,610 $85,372
1 67
Extension Month 20-Oct $1,139,702 $1,405,572 $3,058,660 $0 $357,610 $85,372
1 68
Extension Month 20-Nov $1,139,702 $1,405,572 $3,058,660 $0 $357,610 $85,372
1 69
Extension Month 20-Dec $1,139,702 $1,405,572 $3,058,660 $0 $357,610 $85,372
1 70
Extension Month 21-Jan $1,139,702 $1,405,572 $3,058,660 $0 $357,610 $85,372
1 71
A-7
2923905.1
OperationsCaIHEERS Contact
Maintenance Interface CaIWIN
ce
Schedule Project
e and e and
.. Projected and Maintenanc Maintenanc
Request Services Operations Operations
OtherDate Charges*
ChargesInvoice] Charges]
Amount Invoice Invoice
am� Amount Amount
Extension Month 21-Feb $1,139,702 $1,405,572 $3,058,660 $0 $357,610 $85,372
1 72
Extension Month 21-Mar $1,139,702 $1,405,572 $3,084,426 $0 $357,610 $85,372
1 73
Extension Month 21-Apr $1,139,702 $1,405,572 $3,056,845 $0 $357,610 $85,372
1 74
Extension Month 21-May $1,139,702 $1,405,572 $3,056,845 $0 $357,610 $85,372
1 75
Extension Month 21-Jun $1,139,702 $1,405,572 $3,056,845 $0 $357,610 $85,372
1 76
Extension Month 21-Jul $1,139,702 $1,405,571 $3,056,845 $0 $357,610 $85,372
1 77
Extension Month 21-Aug $1,139,702 $1,405,571 $3,057,916 $0 $357,610 $85,372
1 78
Extension Month 21-Sep $1,139,702 $1,405,571 $3,056,845 $0 $357,610 $85,372
1 79
Extension Month 21-Oct $1,139,702 $1,405,571 $3,056,845 $0 $357,610 $85,372
1 80
Extension Month 21-Nov $1,139,702 $1,405,571 $3,056,845 $0 $357,610 $85,372
1 81
Extension Month 21-Dec $1,139,702 $1,405,571 $3,056,845 $0 $357,610 $85,372
1 82
Extension Month 22-Jan $1,139,702 $1,405,571 $3,056,843 $0 $357,610 $85,372
1 83
Extension Month 22-Feb $1,139,702 $1,405,571 $3,056,845 $0 $357,610 $85,372
1 84
Extension Month 22-Mar $1,139,702 $1,405,571 $3,083,200 $0 $357,610 $85,372
1 85
Extension Month 22-Apr $1,139,702 $1,405,571 $3,055,623 $0 $357,610 $85,372
1 86
Extension Month 22-May $1,139,702 $1,405,571 $3,055,623 $0 $357,610 $85,372
1 87
Extension Month 22-Jun $1,139,702 $1,405,571 $3,055,623 $0 $357,610 $85,372
1 88
Extension Month 22-Jul $1,139,702 $1,405,571 $3,055,623 $0 $357,610 $85,372
1 89
Extension Month 22-Aug $1,139,702 $1,405,571 $3,055,623 $0 $357,610 $85,372
1 90
Extension Month 22-Sep $1,139,702 $1,405,571 $3,055,623 $0 $357,610 $85,372
1 91
Extension Month 22-Oct $1,139,702 $1,405,571 $3,055,623 $0 $357,610 $85,372
1 92
Extension Month 22-Nov $1,139,702 $1,405,571 $3,055,623 $0 $357,610 $85,372
1 93
Extension Month 22-Dec $1,139,702 $1,405,571 $3,055,623 $0 $357,610 $85,372
1 94
Extension Month 23-Jan $1,139,702 $1,405,571 $3,055,623 $0 $357,610 $85,372
1 95
Extension Month 23-Feb $1,139,702 $1,405,571 $3,055,623 $0 $357,610 $85,372
1 96
Total Extension 1 Period $41,029,272 $50,600,572 $111,225,527 $0 $12,873,960 $3,073,392
Charges(211/2020-1131/2023)
A-8
2923905.1
OperationsCaIHEERS Contact
Maintenance Interface CaIWIN
onta
ct
Projected and Maintenanc Maintenan
Schedule Project
ti
.. Operations Operations
OtherRequest Services S i
Date
Charges* C Invoice Charges .-
Amount Invoice Invoice
a I Amount] Amount
2 Year
Renewal Month
Period 97 23-Mar $1,139,702 $1,336,127 $3,082,391 $0 $357,610 $85,372
(Extension
2)
Extension Month 23-Apr $1,139,702 $1,336,127 $3,054,811 $0 $357,610 $85,372
2 98
Extension Month 23-May $1,139,702 $1,336,127 $3,054,811 $0 $357,610 $85,372
2 99
Extension Month 23-Jun $1,139,702 $1,336,127 $3,054,811 $0 $357,610 $85,372
2 100
Extension Month 23-Jul $1,139,702 $1,336,127 $3,054,811 $0 $357,610 $85,372
2 101
Extension Month 23-Aug $1,139,702 $1,336,127 $3,054,284 $0 $357,610 $85,372
2 102
Extension Month 23-Sep $1,139,702 $1,336,127 $3,054,284 $0 $357,610 $85,372
2 103
Extension Month 2 104 23-Oct $1,139,702 $1,336,127 $3,054,284 $0 $357,610 $85,372
Extension Month 23-Nov $1,139,702 $1,336,127 $3,054,284 $0 $357,610 $85,372
2 105
Extension Month 23-Dec $1,139,702 $1,336,127 $3,054,284 $0 $357,610 $85,372
2 106
Extension Month 24-Jan $1,139,702 $1,336,127 $3,054,284 $0 $357,610 $85,372
2 107
Extension Month 24-Feb $1,139,702 $1,336,127 $3,054,282 $0 $357,610 $85,372
2 108
Extension Month 24-Mar $1,139,702 $1,336,127 $2,947,942 $0 $357,610 $85,372
2 109
Extension Month 24-Apr $1,139,702 $1,336,127 $2,920,365 $0 $357,610 $85,372
2 110
Extension Month 24-May $1,139,702 $1,336,127 $2,920,365 $0 $357,610 $85,372
2 111
Extension Month 24-Jun $1,139,702 $1,336,127 $2,920,365 $0 $357,610 $85,372
2 112
Extension Month 24-Jul $1,139,702 $1,336,127 $2,920,365 $0 $357,610 $85,372
2 113
Extension Month 24-Aug $1,139,702 $1,336,127 $2,917,078 $0 $357,610 $85,372
2 114
Extension Month 24-Sep $1,139,702 $1,336,127 $2,916,008 $0 $357,610 $85,372
2 115
Extension Month 24-Oct $1,139,702 $1,336,127 $2,916,008 $0 $357,610 $85,372
2 116
Extension Month 24-Nov $1,139,702 $1,336,127 $2,916,008 $0 $357,610 $85,372
2 117
Extension Month 24-Dec $1,139,702 $1,336,127 $2,916,008 $0 $357,610 $85,372
2 118
Extension Month 25-Jan $1,139,702 $1,336,127 $2,916,008 $0 $357,610 $85,372
2 119
Extension Month 25-Feb $1,139,702 $1,336,127 $3,083,746 $0 $357,610 $85,372
2 120
A-9
2923905.1
Maintenance Interface CaIWIN
Schedule Project •.
Period e and] e and
Projected and Maintenanc Maintenanc
Request Services Operations Operations
Date Other Grants Charges Services Services
ChargesInvoice Charges
Amount Invoice Invoice
61R L Amount Amount
Total Extension 2 Period $27,352,848 $32,067,048 $71,891,887 $0 $8,582,640 $2,048,928
Charges(2/1/2023—1/31/2025)
Total Charges $131,958,251 $139,667,620 $388,557,011 $9,953,558 $41,258,940 $9,839,153
* Change Request Charges are projected; the Charges for Change Requests shall be based on actual Services
performed in accordance with the Agreement and Deliverables that receive Acceptance and shall be contingent
upon the Counties' receipt of State funding for such Change Requests.
** Premise and other grant Charges are projected; the Charges for Premise and other grants shall be based on
actual Services performed in accordance with the Agreement and Deliverables that receive Acceptance and
shall be contingent upon the Counties' receipt of State funding for such Premise and other grants.
7. License and Maintenance Fees for Selected Software
License Price Per Annual Maintenance Per
Named User License/Named User
Executive ScoreCard $4,285.71 $857.14
Casual User
PPM License $429 $84
8. WCDS CaIWIN Allocation Methodology
The Counties' Executive Director or designee will provide Contractor with the Total Adj CL % column(the
baseline is provided below)based on the following County share allocation table which will be used in
producing monthly invoices as noted, subject to change as described in the Agreement.
Party
Responsible for
Line Item Description Allocation Distribution Producing
Monthly
Invoice/Allocation
As Applicable
Consortium/County
Personnel
A-10
2923905.1
County Support Staff Costs for county staff Ongoing Training WCDS
performing CaIWIN-related Support - 1 FTE
ongoing activities: 1st level System Administrator - 1
help desk, ongoing FTE
training, system and LAN Joint Maintenance
administrative support, and Committee(s) - 1 FTE
participation in Consortium County Help Desk -
governance meetings Number of FTE's is based
including County CaIWIN on actual help desk metrics
Managers or other county collected over 17 months
Subject Matter Experts. of CaIWIN implementation
in 13 counties. 1 FTE
Consortium Project Costs associated with the Project Team Member's WCDS
Team ongoing project staff hourly wage (including
provided by the Counties. benefits), not to exceed
IAPDU approved rates.
Consortium Costs for WCDS project Based on WCDS
Management site staff to oversee and Large/Medium/Small
manage CaIWIN. WCDS Counties:
Staff are employed by Large - 6.7901% of Total
California State Amount
Association of Counties Medium - 5.5556% of Total
(CSAC). Amount
Small - 2.7778% of Total
Amount
Contractor
Services
Application Costs associated with Shared among the 18 Contractor—invoice
Maintenance modifications and CaIWIN Counties, based
enhancements to the on Recurring Sharing WCDS - allocation
application software. These Tables, Column J.
are services provided by
the maintenance vendor.
Quality Assurance Costs for ongoing Santa Clara County WCDS
independent Quality currently holds the
Assurance oversight. Federal/State share (95%
of the QA contract). The
remaining county share
(5% of the QA contract) is
shared among the 18
CaIWIN Counties, based
on Recurring Sharing
Tables, Column J.
Legal Counsel Costs to cover County Allocated to San Mateo (for WCDS
legal counsel and obtain contracted Counsel) and
outside legal counsel on an Santa Clara (for County
as needed basis during the Counsel).
M&O phase.
A-11
2923905.1
Travel
County Support Staff Costs associated with Based on geographic WCDS
CaIWIN-related travel for location as follows:
County staff. $6K: PLA, SAC, YOL
$8K: SOL
$9K: ALA, CCC
$10K: SFO, SMT, SON
$11 K: FRS, SCL, SCZ
$12K: TUL
$20K: ORG, SDG, SLO,
SBR, VEN
Consortium Project Costs associated with Allocation approved by WCDS
Team CaIWIN-related travel for fiscal year based on
the Consortium Project IAPDU amount if any.
Team.
Production and
Operations
FM&O Core M&O base costs Active Cases: Sharing Contractor—
based on Recurring invoice
Sharing Tables, Column J.
WCDS - allocation
Server and Web Server Monitoring: Costs Server Monitoring: Based Contractor—
Monitoring associated with ongoing on actuals charged by invoice
monitoring services for Contractor, depending on
servers managed and county's hardware WCDS - allocation
controlled by the M&O configuration.
vendor.
Web Monitoring: Sharing
Web Monitoring: Costs based on Sharing Tables,
associated with ongoing Column J.
web monitoring services
and network upgrades.
This service is provided by
the maintenance vendor.
Print Costs Charges from the County Sharing is based on the % WCDS
Print Vendor to produce of the total caseload for the
CaIWIN batch county. Updated annually
correspondence, or for to current caseload ratios.
maintenance charges
associated with the
counties Enterprise Printer
A-12
2923905.1
if no Print Vendor is
utilized.
Hardware
Maintenance
Vendor-provided Maintenance charges County specific Annual Contractor—
associated with all Vendor- Maintenance based on invoice
provided hardware. County's hardware
purchases. WCDS - allocation
County-provided Maintenance charges County specific - WCDS
associated with all County- Maintenance based on
provided hardware. County's hardware
purchases.
Software
Maintenance
Vendor-provided Maintenance charges County specific - Annual Contractor—
associated with all Vendor- Maintenance estimates invoice
provided software. based on County's
software purchases. WCDS - allocation
County-provided Maintenance charges County specific - WCDS
associated with all County- Maintenance estimates
provided software. based on County's
software purchases.
Network
Wide Area Network Line charges for the WAN County specific WAN Contractor—
from the central data charges based on quantity invoice
center to the counties' x price of T1 or DS3
Point of Presence. Access Charges; hardware WCDS - allocation
lease charges, and
network management
char es.
Local Area Network Line charges within a County specific telecom WCDS
county from their Point of charges based on switch
Presence to each local monitoring, and circuits,
office server and from that firewall, and router
server to each workstation. management.
A-13
2923905.1
CaIWIN Sharing Table Calculation:
1. Column A - County Name
2. Column B - County Size - Small, Medium, or Large
3. Column C- Current relative caseload ratios between the counties
4. Column D - GA/GR Caseload ratios between the counties
5. Column E - Breakdown of expense allocations based on county size
6. Column F - Average of Columns C, D, and E
7. Column G - Current relative caseload ratios between the counties, excluding
GA/GR caseload
8. Column H - Column G times the non-GA/GR caseload percent for CaIWIN as a
whole (currently 99.09%)
9. Column I - Column F times the GA/GR caseload percent for CaIWIN as a whole
(currently 0.91%)
10. Column J - Column H plus Column I; this is the standard allocation for most
CaIWIN budget line items.
Baseline CaIWIN Sharing Table using actual values from July 2014 (caseload
percentages and calculations are updated annually using the methodology described
above):
A B C D E F G H I J
Non Non
County Total GA/GR GA/GR% GA/GR GA/GR GA/GR Total
County Size CL% CL% L/M/S % Formula CL% CL%* CL%* Adj CL
99.09% .91% %
Alameda L 9.42% 14.07% 6.79% 10.09% 9.29% 9.21% 0.09% 9.30%
Contra
Costa L 4.55% 3.18% 6.79% 4.84% 4.59% 4.55% 0.04% 4.59%
Fresno L 8.72% 3.66% 6.79% 6.39% 8.87% 8.79% 0.06% 8.84%
Orange L 12.35% 2.13% 6.79% 7.10% 12.64% 12.52% 0.06% 12.59%
Placer S 0.92% 1.27% 2.78% 1.65% 0.91% 0.90% 0.02% 0.91%
Sacramento L 11.12% 16.99% 6.79% 11.63% 10.96% 10.86% 0.11% 10.96%
San Diego L 15.76% 4.96% 6.79% 9.17% 16.07% 15.92% 0.08% 16.00%
San
Francisco L 6.70% 38.77% 6.79% 17.42% 5.79% 1 5.74% 0.16% 5.89%
San Luis
Obispo S 1.31% 0.53% 2.78% 1.54% 1.33% 1.32% 0.01% 1.34%
San Mateo M 2.33% 1.53% 5.56% 3.14% 2.36% 2.34% 0.03% 2.36%
Santa
Barbara M 2.40% 1.70% 5.56% 3.22% 2.41% 2.39% 0.03% 2.42%
Santa Clara L 8.02% 6.38% 6.79% 7.06% 8.06% 7.99% 0.06% 8.06%
Santa Cruz S 1.33% 0.56% 2.78% 1.56% 1.36% 1.35% 0.01% 1.36%
Solano M 2.53% 0.85% 5.56% 2.98% 2.57% 2.55% 0.03% 2.58%
Sonoma M 2.07% 0.72% 5.56% 2.78% 2.11% 2.09% 0.03% 2.12%
Tulare L 5.27% 1.50% 6.79% 4.52% 5.38% 5.33% 0.04% 5.37%
Ventura M 4.03% 0.49% 5.56% 3.36% 4.13% 4.09% 0.03% 4.13%
Yolo S 1.16% 0.71% 2.78% 1.55% 1.17% 1.16% 0.01% 1.18%
Total 100.00% 100.00% 100.00% 100.00% 100.00% 1 99.09% 0.91% 100.00%
A-1
2923905.1
EXHIBIT B
EQUIPMENT AND SOFTWARE
I. General. Except as provided below in this Exhibit B, the listing of Equipment and
Software as detailed in BAFO Schedule C—Hardware Costs, Schedule E Software Costs,
Schedule G Facilities Costs, Schedule H Network Costs, Schedule I ASF HW&HWM Costs,
Schedule J SW& SWM Costs, and Schedule K ASF Facilities Net Other is incorporated by
reference into this Exhibit B. The parties agree that this listing and the updated tables below can
be changed by Change Requests pursuant to Section 14.
II. Tables. Following are updated tables with lists of types of Software:
A. Software embedded in the Systems
1. HP Commercially Available Pre-existing Software
Software Nam Part of Systems Transfer what Notes
(Y/N) License to The version is
Counties(Y/N) installed
7
HP Exstream Client Correspondence integrated
software platform for creating, Y Y 8.0.321
managing, and delivering
communications
2. Third-Party Software
B-1
2923905.1
Software Name (A) Purpose (B) Part of Systems Transfer What Notes(F)
(Y/N)(C) License to The version is
Counties(Y/N) installed
(D) ?(E)
Notes:
Note#1-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column E)This software has been proposed to meet the NEW contract requirements.This software is part of
the HP Operations leveraged service.The use of the software is included in the service but no license is purchased
specifically to support CaIWIN.
Note#4-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
part of the CaIWIN operations service delivery.This software is not required for the Software functionality. Under the
Agreement,this software may be replaced as HP maintains and optimizes the operational environment.
Note#5-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
not currently in use.This software is not required for the Software functionality. Under the Agreement,this software may
be replaced as HP maintains and optimizes the operational environment.
ATI Convergys ACCESS IVR-Customer ATI
Customer management and information Y Y N/A Proprietary
Management management software
CA Directory Directory Management Server 12.5
Y Y See Note#2
Manager
CA Identity User provisioning and identity 12.5.13.0
Manager management Y Y .944 See Note#2
CA Identity User provisioning and identity 12.5
Reporting Server management reporting Y Y See Note#2
CA SiteMinder Single sign on and access 12.05
Y Y See Note#2
management
CA SiteMinder Single sign on and access 12.05
Policy Server management policies Y Y See Note#2
Corticon Rules Rules Engine Software
Engine Y 5.2 Y
IBM Content on Report Store and Access Content
Y Y 7.1.1.12
Demand software Software
IBM WebSphere Transaction Processing Software Y Y 7
Innovative Sorting Software
Routines, Inc. (IRI) Y Y 9.1
CoSORT
LBM Systems Client Corespondence Software
PCL2PDF (Legacy CC- English Only)- Y Y 5.5.0
created by Visual Software UK
MicroFocus COBOL Cobol Runtime Software
Application Server Y Y 5.1
(plus MF Server)
B-2
2923905.1
Software Name (A) Purpose (B) Part of Systems Transfer What Notes(F)
(Y/N)(C) License to The version is
Counties(Y/N) installed
(D) ?(E)
Notes:
Note#1-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column E)This software has been proposed to meet the NEW contract requirements.This software is part of
the HP Operations leveraged service.The use of the software is included in the service but no license is purchased
specifically to support CaIWIN.
Note#4-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
part of the CaIWIN operations service delivery.This software is not required for the Software functionality. Under the
Agreement,this software may be replaced as HP maintains and optimizes the operational environment.
Note#5-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
not currently in use.This software is not required for the Software functionality. Under the Agreement,this software may
be replaced as HP maintains and optimizes the operational environment.
MicroFocus Server COBOL Developer Licenses
Y Y 5.1
Express COBOL
Microsoft Internet Web Server Software
Information Server Y Y 7.5
Microsoft Database Software 2005 and
SQLServer Y Y
2008
Enterprise Edition
Oracle DBMS Database Software
Y Y 11
Enterprise Edition
Oracle JRocket Java Oracle J2EE Management Service
Y Y 1.6
Compiler
Oracle OBIEE Business Intelligence Software Y Y 11
Oracle Partitioning Database Software Options Y Y 11
Oracle Service Bus Enterprise Service Bus 11.1.1.3
Y Y &
11.1.1.7
Oracle SOA Suite- SOA Software Options
Advanced Y Y 11.1.1.3
Compression
Oracle SOA Suite- SOA Software Options
Mgmt Pack for Y Y 11.1.1.3
WebLogic Server
Oracle SOA Suite- SOA Software Options
System Monitoring Y Y 11.1.1.3
for Non Oracle DB
Oracle SOA Suite- SOA Software Options 11.1.1.3
Y Y
WebLogic Server EE
B-3
2923905.1
Software Name (A) Purpose (B) Part of Systems Transfer What Notes(F)
(Y/N)(C) License to The version is
Counties(Y/N) installed
(D) ?(E)
Notes:
Note#1-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column E)This software has been proposed to meet the NEW contract requirements.This software is part of
the HP Operations leveraged service.The use of the software is included in the service but no license is purchased
specifically to support CaIWIN.
Note#4-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
part of the CaIWIN operations service delivery.This software is not required for the Software functionality. Under the
Agreement,this software may be replaced as HP maintains and optimizes the operational environment.
Note#5-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
not currently in use.This software is not required for the Software functionality. Under the Agreement,this software may
be replaced as HP maintains and optimizes the operational environment.
Oracle SOA Suite- SOA Software Options Y Y 11.1.1.3
WebLogic Suite
Oracle SOA Suite- SOA Software Options
Management Pack Y Y 11.1.1.3
Oracle SOA Suite- SOA Software Options 11.1.1.3
Oracle Middleware Y Y
Oracle Tuxedo Transaction Processing Software Y Y 10
Oracle Weblogic Transaction Processing Software 10.3.5
Enterprise Edition Y Y and See Note#2
10.3.6
PageTech PCL and Client Correspondence Software See Note#2
PDF Utilities (ECM -All Languages) Y Y Being
Replaced
PDF Tools 3 Heights Create,view,validate convert
PDF to PDF/A and digitally sign PDF/A Y Y 3 See Note#2
Converter
Pitney Bowes Address Validation Software
CODE1+ Y Y 7.9 See Note#2
Mailstream Plus
Pitney Bowes Address Validation Software
CODE1 Postnet Y Y 7.9 See Note#2
Barcode
Pitney Bowes Address Validation Software
Enterprise Routing Y Y 7.9 See Note#2
Module
Pitney Bowes Address Validation Software
Spectrum Y Y 7.9 See Note#2
Enterprise
Geocoding Module
B-4
2923905.1
Software Name (A) Purpose (B) Part of Systems Transfer What Notes(F)
(Y/N)(C) License to The version is
Counties(Y/N) installed
(D) ?(E)
Notes:
Note#1-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column E)This software has been proposed to meet the NEW contract requirements.This software is part of
the HP Operations leveraged service.The use of the software is included in the service but no license is purchased
specifically to support CaIWIN.
Note#4-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
part of the CaIWIN operations service delivery.This software is not required for the Software functionality. Under the
Agreement,this software may be replaced as HP maintains and optimizes the operational environment.
Note#5-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
not currently in use.This software is not required for the Software functionality. Under the Agreement,this software may
be replaced as HP maintains and optimizes the operational environment.
Pitney Bowes Address Validation Software
Spectrum Universal
Y Y 7.9 See Note#2
Address Module
Web
Prolifics XMLink Allow BEA Tuxedo applications
Y Y 3.1 See Note#2
Server access to business services
SAP Business Adhoc Query and Reporting
Objects Business Software Y Y XI R.2 See Note#2
Objects Desk
SAP Business Adhoc Query and Reporting
Y Y XI R.2 See Note#2
Objects Enterprise Software
SAP Business Adhoc Query and Reporting
Objects InfoView Software Y Y XI R.2 See Note#2
SAP Business Adhoc Query and Reporting
Objects Web Software Y Y XI R.2 See Note#2
Intelligence
Softlnterface Convert images to standard
Y Y 3.01 See Note
Convert Image format #2
3. Open Source Third Party Software
B-5
2923905.1
Software Name (A) Purpose (B) Part of Systems Transfer What Notes(F)
(Y/N)(C) License to The version is
Counties installed
(Y/N)(D) ?(E)
Notes:
Note#1-(Column F)Source:Alfresco Software Project Agreement. License Type: Lesser Gnu Public License
Note#2-(Column F)Source:Apache. License Type:Apache
Note#3-(Column F)Source:Joyent. License Type: MIT
Note#4-(Column F)Source: Cignex Liferay Support Agreement. License Type: Lesser Gnu Public License
Note#5-(Column F)Source:Simon Tatham (Putty creator). License Type: MIT
Note#6-(Column F)Source: Red Hat Subscription Licensing and Support Agreement License. License Type:Gnu Public
License
Alfresco ECM Enterprise Content Management
System for CaIWIN Client
Correspondence.The Redis Data Y Y 4.1.7 See Note#1
Dictionary is included with the
ECM software
Apache SOLR High Performance Disk Access for
Y Y 4.3.1 See Note#2
the ECM
Apache Zookeeper High Performance Multi-node
Y Y 3.4.5 See Note#2
scalability for the ECM
Joyent Node.js High Performance 1/0 and event
JavaScript for ingesting content in
Y Y 0.10.6 See Note#3
the ECM. Package manager npm
is included with Node.js.
Liferay Portal Portal Software Y Y 6.1 See Note#4
B. Application Software Maintenance & Operations Tools
1. Contractor Technology Tools
Used For Transfer
Software Name Purpose Software Used In Operations License to
Maintenance Service Delivery(Y/N) The Counties
(Y/N) (Y/N)
HP CubeD Development tool, assisting in Y N Y
page design
HP Data Access Services Development tool,data access
Y N Y
(DAS) layer
2. HP Commercially Available Pre-existing Software
B-6
2923905.1
Software Name(A) Purpose(B) Used For Software Used In Transfer What Notes(G)
Maintenance Operations License to version is
(Y/N)(C) Service The installed?(F)
Delivery Counties
(Y/N)(D) (Y/N)(E)
Notes:
Note#1-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column D)This software has been proposed to meet the Agreement requirements.This software is part of the HP
Operations leveraged service.The use of the software is included in the service but no license is purchased specifically to
support CaIWIN Systems.
Note#4-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
part of the CaIWIN operations service delivery.This software is not required for the Software functionality. Under the
Agreement this software may be replaced as HP maintains and optimizes the operational environment.
HP ArcSight Security Information
and Event N Y N Not Installed See Note
Management(STEM) -future #3
service
HP Business Measures the user
Availability Center experience by
Business Process executing controlled
Monitor tool synthetic N Y N Not Installed See Note
transactions to -future #3
identify availability
and performance
issues
HP Business Service HP BSM monitor
Management(BSM) and maintain the
health of the key N Y N 9.23 See Note
business services #3
and processes it
supports
HP C Runtime C Runtime-
Optimized for HP N Y N 11.31.03
Hardware
HP Data Protector Unified backup and
(Backup and recovery solution
Restoration) that utilizes an N Y N 6.21 See Note
intelligent approach #3
to data
management
HP Enterprise Software to
Service Management manage: Incident,
(ESM/SRA)Suite Problem, Release, N Y N SM9.33.003 See Note
Escalation,Service 5 (SM9) #3
Level,Change,
Knowledge,
Operations,and
B-7
2923905.1
Software Name(A) Purpose(B) Used For Software Used In Transfer What Notes(G)
Maintenance Operations License to version is
(Y/N)(C) Service The installed?(F)
Delivery Counties
(Y/N)(D) (Y/N)(E)
Notes:
Note#1-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column D)This software has been proposed to meet the Agreement requirements.This software is part of the HP
Operations leveraged service.The use of the software is included in the service but no license is purchased specifically to
support CalWIN Systems.
Note#4-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
part of the CaIWIN operations service delivery.This software is not required for the Software functionality. Under the
Agreement this software may be replaced as HP maintains and optimizes the operational environment.
Operations Process
Management
(individual tools
listed below)
HP ESM-Asset IT Assest Not Installed See Note
Manager Management and N Y N -future #3
Reporting
HP ESM-Capacity HP Capacity
Management Management
Service is comprised
of three
components: N Y N Not Installed See Note
Utilization -future #3
Reporting,Capacity
Trend Reporting,
and Capacity
Manager
HP ESM- The Configuration
Configuration Management
Management System System software N Y N Not Installed See Note
(UCMDB) will control and -future #3
manage changes to
configuration items
HP ESM -Global Capacity database
Delivery Capacity and reporting
and Performance solution that is fed Not Installed See Note
Management from underlying N Y N -future #3
(GDCPM) Database domain-level tools
and management
frameworks
B-8
2923905.1
Software Name(A) Purpose(B) Used For Software Used In Transfer What Notes(G)
Maintenance Operations License to version is
(Y/N)(C) Service The installed?(F)
Delivery Counties
(Y/N)(D) (Y/N)(E)
Notes:
Note#1-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column D)This software has been proposed to meet the Agreement requirements.This software is part of the HP
Operations leveraged service.The use of the software is included in the service but no license is purchased specifically to
support CaIWIN Systems.
Note#4-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
part of the CaIWIN operations service delivery.This software is not required for the Software functionality. Under the
Agreement this software may be replaced as HP maintains and optimizes the operational environment.
HP ESM -Operations Collects and logs
Manager performance
Performance Agent metrics for
(PA) historical analysis N Y N Not Installed See Note
and uses this -future #3
measurement data
to detect exception
conditions
HP ESM -Operations Support automation
Orchestration of common tasks
and processes, N Y N Not Installed See Note
improve service -future #3
quality with
accelerated incident
resolution
HP ESM- Collects,analyzes,
Performance Insight and summarizes
(PI) management data N Y N Not Installed See Note
from a wide range -future #3
of network
protocols and
devices
HP ESM- Web-based analysis
Performance and visualization
Manager tool that analyzes Not Installed See Note
performance trends N Y N -future #3
of applications,
systems,and
services
HP ESM-Reporter Management-
reporting solution N Y N Not Installed See Note
that automatically -future #3
transforms
performance and
B-9
2923905.1
Software Name(A) Purpose(B) Used For Software Used In Transfer What Notes(G)
Maintenance Operations License to version is
(Y/N)(C) Service The installed?(F)
Delivery Counties
(Y/N)(D) (Y/N)(E)
Notes:
Note#1-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column D)This software has been proposed to meet the Agreement requirements.This software is part of the HP
Operations leveraged service.The use of the software is included in the service but no license is purchased specifically to
support CalWIN Systems.
Note#4-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
part of the CaIWIN operations service delivery.This software is not required for the Software functionality. Under the
Agreement this software may be replaced as HP maintains and optimizes the operational environment.
availability data
captured by HP
applications and
performance agents
HP Executive Systems Operations
Scorecard Dashboard-
automated data
collection and
support analysis
from multiple data N Y Y 9.41
sources to provide a
single view of
operations and
application-
maintenance
metrics.
HP Fortify SCA Fortify SCA has 6
analyzers: data flow,
control flow,
semantic,structural, Not Installed See Note
configuration, and N Y N -future #3
buffer to identify
different types of
security
vulnerabilities
HP Measureware Server Monitoring See Note
Software N Y N 4.73.410 #3
HP OpenView Server Management
(including HP and Monitoring for Glance See Note
GlancePlus Pak and processes and N Y N C.05.00.100 #3
HP Measureware) resource utilization.
Open View will be
B-10
2923905.1
Software Name(A) Purpose(B) Used For Software Used In Transfer What Notes(G)
Maintenance Operations License to version is
(Y/N)(C) Service The installed?(F)
Delivery Counties
(Y/N)(D) (Y/N)(E)
Notes:
Note#1-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column D)This software has been proposed to meet the Agreement requirements.This software is part of the HP
Operations leveraged service.The use of the software is included in the service but no license is purchased specifically to
support CalWIN Systems.
Note#4-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
part of the CaIWIN operations service delivery.This software is not required for the Software functionality. Under the
Agreement this software may be replaced as HP maintains and optimizes the operational environment.
replaced by the new
ESM tools
HP PPM Center Project
Management,
Y N Y 9.14
Portfolio
Management,and
Reporting Tool
HP Quality Supports
Center/Application relationships
Life Cycle between
Management tool requirements,test
suite (includes the cases,and defects Y N Y 11.4
existing HP and properly
Loadrunner and reports coverage,
Virtual User test execution,and
Generator(VuGen) defect resolution
software)
HP QuickTest Performs functional
Professional (QTPro) and regression
testing through a Y N Y UFT 12 See Note
user interface such #1
as a native GUI or
web interface
HP Real User HP Real User
Monitor software Monitor software
(RUM) passively monitors See Note
application N Y N 9.23 #3
performance and
availability for all
users at all locations
B-11
2923905.1
Software Name(A) Purpose(B) Used For Software Used In Transfer What Notes(G)
Maintenance Operations License to version is
(Y/N)(C) Service The installed?(F)
Delivery Counties
(Y/N)(D) (Y/N)(E)
Notes:
Note#1-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column D)This software has been proposed to meet the Agreement requirements.This software is part of the HP
Operations leveraged service.The use of the software is included in the service but no license is purchased specifically to
support CaIWIN Systems.
Note#4-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
part of the CaIWIN operations service delivery.This software is not required for the Software functionality. Under the
Agreement this software may be replaced as HP maintains and optimizes the operational environment.
HP Storage Essentials HP Storage
Essentials software
provide utilization See Note
and capacity N Y N 4.1 #3
monitoring,
planning,and
reporting
HP StorageWorks XP Used to monitor the
Performance Advisor performance of the
HP disk array See Note
resources with N Y N 4.1
#3
automatic event
notification
HP Systems Insight HP Systems Insight
Manager(SIM)and Management(SIM)
Insight Control (iCE) software and
services will N Y N 1.28 See Note
monitor, notify, and #3
report on the
enterprise servers
HP Tipping Point Network intrusion See Note
detection and- N Y N
#3
prevention system
HP UX Unix based See Note
operating system N Y N 11.3 #3
HP UX Secure Shell Secure File Transfer N Y Y 4.1
File Transfer Software
HP Webinspect Webinspect identify Not Installed See Note
and validate critical, N Y N
-future #3
high-risk security
B-12
2923905.1
Software Name(A) Purpose(B) Used For Software Used In Transfer What Notes(G)
Maintenance Operations License to version is
(Y/N)(C) Service The installed?(F)
Delivery Counties
(Y/N)(D) (Y/N)(E)
Notes:
Note#1-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column D)This software has been proposed to meet the Agreement requirements.This software is part of the HP
Operations leveraged service.The use of the software is included in the service but no license is purchased specifically to
support CalWIN Systems.
Note#4-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
part of the CaIWIN operations service delivery.This software is not required for the Software functionality. Under the
Agreement this software may be replaced as HP maintains and optimizes the operational environment.
vulnerabilities in
applications
HP B6200 StoreOnce Replication of
Replication B6200 virtual tape N Y N 3.9
storage devices
B-13
2923905.1
3. Third Party Software
Software Name(A) Purpose(B) Used For Used In Transfer What version Notes(G)
Software Operatio License to is installed?(F)
Mainten ns The
ance Service Counties
(Y/N) (C) Delivery (Y/N)(E)
(Y/N)(D)
Notes:
Note#1-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column E)This software has been proposed to meet the Agreement requirements.This software is part of the HP
Operations leveraged service.The use of the software is included in the service but no license is purchased specifically to
support CaIWIN.
Note#4-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
part of the CaIWIN operations service delivery.This software is not required for the Software functionality. Under the
Agreement,this software may be replaced as HP maintains and optimizes the operational environment.
Note#5-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
not currently in use.This software is not required for the Software functionality. Under the Agreement,this software may
be replaced as HP maintains and optimizes the operational environment.
Altova XMLSpy XML Editor Y N Y 2104 See Note#1
CA AIIFusion Erwin Erwin Data Modeler
Y N Y 7.2 See Note#1
Data Modeler
CA AIIFusion Model Allowing multiple Y N Y 7.2 See Note#1
Manager users to share models
CA AIIFusion Process Process Modeler Y N Y 7.2 See Note#1
Modeler
CA Data Transport File Management N Y Y 3.1 See Note#2
Option
CA Service Plus Service Desk Software 12.5
Service Desk(SPSD) N Y Y See Note#2
CA SiteMinder Single sign on and N N Y 12.05 See Note#2
access management
CA SiteMinder Policy Single sign on and
Server access management N N Y 12.05 See Note#2
policies
CA SQL Station SQL Development 7
Y N Y See Note#1
Tool
CA Systems Agent Server monitoring 3.1 and 11.2
N Y Y See Note#4
agent
CA Unicenter TNG Server monitoring 3.1 and 11.2
software N Y Y See Note#4
CA Workload Batch Scheduling 3.1 and 11.2
Manager Software N Y Y See Note#2
B-14
2923905.1
Software Name(A) Purpose(B) Used For Used In Transfer What version Notes(G)
Software Operatio License to is installed?(F)
Mainten ns The
ance Service Counties
(Y/N) (C) Delivery (Y/N)(E)
(Y/N)(D)
Notes:
Note#1-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column E)This software has been proposed to meet the Agreement requirements.This software is part of the HP
Operations leveraged service.The use of the software is included in the service but no license is purchased specifically to
poses working wi
th WCDS Consortium to develop the most appropriate approach and provides insufficient detail to determine how the techno
logy and processes for system availability will be provitware is not required for the Software functionality. Under the
Agreement,this software may be replaced as HP maintains and optimizes the operational environment.
Note#5-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
not currently in use.This software is not required for the Software functionality. Under the Agreement,this software may
be replaced as HP maintains and optimizes the operational environment.
Dynamic Web Scanning controls for
TWAIN ActiveX web pages Y N N 7 See Note#2
Edition
eHelp RoboHELP CaIWIN Help Text
Office Development Tools Y N N 9.1 See Note#1
Enterprise File Transfer
Distributed
Technologies N Y N 6.2.0 See Note#2
CompleteFTP
Professional Edition
Hudson/ant Build Manager Y N Y 2.1.0
IBM AIX Operating System
N Y Y 6.1
Software
IBM AIX Secure SSH Secure File Transfer OpenSSH_3.8.1
and Secure SSL Software N Y Y p1, OpenSSL
0.9.7d
IBM C++ C++Compiler-
Runtime/Compiler Optimized for HP Y N Y 7
Hardware
Informatica Fast File Management N Y N 6.8.2.1 See Note#2
Clone
McAfee Anti-Virus Anti-Virus Software N Y N 8.7 See Note#4
Microsoft SharePoint Collaboration Tools
nt
for Sharing Project N Y Y S 3.
Documents Serrvicesakes 3.0
Microsoft Visual C++ C++Compiler- Y N Y 6
Microsoft
B-15
2923905.1
Software Name(A) Purpose(B) Used For Used In Transfer What version Notes(G)
Software Operatio License to is installed?(F)
Mainten ns The
ance Service Counties
(Y/N) (C) Delivery (Y/N)(E)
(Y/N)(D)
Notes:
Note#1-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column E)This software has been proposed to meet the Agreement requirements.This software is part of the HP
Operations leveraged service.The use of the software is included in the service but no license is purchased specifically to
support CaIWIN.
Note#4-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
part of the CaIWIN operations service delivery.This software is not required for the Software functionality. Under the
Agreement,this software may be replaced as HP maintains and optimizes the operational environment.
Note#5-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
not currently in use.This software is not required for the Software functionality. Under the Agreement,this software may
be replaced as HP maintains and optimizes the operational environment.
Microsoft Visual NET development
Studio.NET tools Y N Y 4.5
Framework
Microsoft Windows Operating System N Y Y 2003 and 2008
Enterprise Edition Software
Nico Mak Computing File Compression N Y N 8.1 and 9.0 See Note#4
WinZip
OpenText Exceed Access to X window
applications from Y N N 9 See Note#1
Microsoft Windows
Oracle Advanced Database Software N Y Y 11
Diagnostics Pack Options
Oracle Change Mgmt Database Software Y N Y 11
Pcks Options
Oracle Configuration Database Software
Y N Y 11
Management Option Options
Oracle DBMS Active Database Software N Y Y 11
Data Guard Options
Oracle DBMS Data Database Software Y N Y 11
Masking Pack Options
Oracle DBMS Grid Database Software
N Y Y 11
Control Options
Oracle DBMS Real Database Software
Application Cluster Options N Y Y 11
(RAC)Option
Oracle Provisioning Database Software N Y Y 11
Packs Options
B-16
2923905.1
Software Name(A) Purpose(B) Used For Used In Transfer What version Notes(G)
Software Operatio License to is installed?(F)
Mainten ns The
ance Service Counties
(Y/N) (C) Delivery (Y/N)(E)
(Y/N)(D)
Notes:
Note#1-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column E)This software has been proposed to meet the Agreement requirements.This software is part of the HP
Operations leveraged service.The use of the software is included in the service but no license is purchased specifically to
support CaIWIN.
Note#4-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
part of the CaIWIN operations service delivery.This software is not required for the Software functionality. Under the
Agreement,this software may be replaced as HP maintains and optimizes the operational environment.
Note#5-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
not currently in use.This software is not required for the Software functionality. Under the Agreement,this software may
be replaced as HP maintains and optimizes the operational environment.
Oracle Tuning Packs Database Software N Y Y 11.1.1.3
Options
PGP Command Line Batch Job Support
N Y N 9.9 See Note#2
Tool
Pitney Bowes Address Validation
Spectrum Universal Software
N N N 7.9 See Note#2
Address Module
Web
QSM tool SLIM- Project estimation
Y N N 8 See Note#1
Estimate methodology and tool
Rimage Perfectlmage File Management N Y N 8 See Note#2
Scooter Software File Comparison Utility Y N N 2 See Note#1
Beyond Compare
Serena Configuration
Configuration Management
Management Software for Y N N 7.2 See Note#1
(Dimensions CM) application source
code
SSL Certifications- Allows secure
Comodo connections from a N Y N Current See Note#4
web server to a
browser
SSL Certifications- Allows secure
Symantec connections from a N Y N Current See Note#4
web server to a
browser
SSL Certifications- Allows secure
Verisign connections from a N Y N Current See Note#4
B-17
2923905.1
Software Name(A) Purpose(B) Used For Used In Transfer What version Notes(G)
Software Operatio License to is installed?(F)
Mainten ns The
ance Service Counties
(Y/N) (C) Delivery (Y/N)(E)
(Y/N)(D)
Notes:
Note#1-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column E)This software has been proposed to meet the Agreement requirements.This software is part of the HP
Operations leveraged service.The use of the software is included in the service but no license is purchased specifically to
support CaIWIN.
Note#4-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
part of the CaIWIN operations service delivery.This software is not required for the Software functionality. Under the
Agreement,this software may be replaced as HP maintains and optimizes the operational environment.
Note#5-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
not currently in use.This software is not required for the Software functionality. Under the Agreement,this software may
be replaced as HP maintains and optimizes the operational environment.
web server to a
browser
Swiftview Pro Network Management N Y N 2008 See Note#4
Network Utility
Sybase PowerBuilder PowerBuilder
Enterprise Development Tools Y N N 11.5 See Note#1
(SMART support)
Sybase PowerBuilder PowerBuilder Runtime
VM Environment(SMART Y N N 11.5 See Note#1
support)
VMWARE vCenter Server Partitioning N Y N 4.1 See Note#4
VMWare vSphere Server Partitioning N Y N 4.1 See Note#4
Enterprise
Stylus Studio XML XML Editing tool
Enterprise used by the OSB Y N Y X15 See note#4
team
SmartBear SoapUl SOAP Service Test
Y N Y 4.3.6 See note#4
Pro Version Tool
Adobe Acrobat PDF Reader N Y N 9
Reader
Adobe Acrobat PDF Updater
N Y N 9
Standard
Microsoft Office Word processing, N Y N 2010, 2012,
Professional Spreadsheet,and 2013
B-18
2923905.1
Software Name(A) Purpose(B) Used For Used In Transfer What version Notes(G)
Software Operatio License to is installed?(F)
Mainten ns The
ance Service Counties
(Y/N) (C) Delivery (Y/N)(E)
(Y/N)(D)
Notes:
Note#1-(Column D)This software is being carried forward from the Information Technology Agreement.This software is
currently used by HP to support Software maintenance.
Note#2-(Column C)This software is being carried forward from the Information Technology Agreement.This software is
currently used within the Software.
Note#3-(Column E)This software has been proposed to meet the Agreement requirements.This software is part of the HP
Operations leveraged service.The use of the software is included in the service but no license is purchased specifically to
support CaIWIN.
Note#4-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
part of the CaIWIN operations service delivery.This software is not required for the Software functionality. Under the
Agreement,this software may be replaced as HP maintains and optimizes the operational environment.
Note#5-(Column E)This software is being carried forward from the Information Technology Agreement.This software is
not currently in use.This software is not required for the Software functionality. Under the Agreement,this software may
be replaced as HP maintains and optimizes the operational environment.
Presentations
Software
Microsoft Outlook Email software N Y N 2010, 2012,
2013
Microsoft Project Project Management N Y N 2010, 2012,
software 2013
Microsoft Visio Diagram and Drawing N Y N 2010, 2012,
Software 2013
Microsoft Windows Operating System
7,8
Softweare
4. Open Source Third Party Software
B-19
2923905.1
Software Name(A) Purpose(B) Used For Used In Transfer What Notes(
Software Operations License to version G)
Maintena Service The Counties is
nce Delivery (Y/N)(E) installe
(Y/N)(C) (Y/N))D) d?(F)
Notes:
Note#1-(Column G)Source:Alfresco Software Project Agreement. License Type: Lesser Gnu Public License
Note#2-(Column G)Source:Apache. License Type:Apache
Note#3-(Column G)Source:Joyent. License Type: MIT
Note#4-(Column G)Source:Cignex Liferay Support Agreement. License Type: Lesser Gnu Public License
Note#5-(Column G)Source:Simon Tatham (Putty creator). License Type: MIT
Note#6-(Column G)Source: Red Hat Subscription Licensing and Support Agreement License. License Type:
Gnu Public License
Apache Tomcat Web Server See
(Web Server) Software N Y Y Note#2
OpenSSL Used to create
non-production
SSL certificates for
our internal N Y N 0.9.8 See
CaIWIN_CA Note#6
Certificate
Authority
PhoneGap PhoneGap
framework
allows creating
mobile apps
See
using Y N Y Cordov Note
standardized a 2.1.1
web APIs for #2
various platforms
including IOS &
Android
Putty software for Terminal emulator,
Windows serial console and
network file
transfer Y N Y .54 and See
application.Secure .60 Note#5
File Transfer
(PSFTP) is
supported
Putty software for Terminal
HP UX emulator, serial See
console and Y N N 0.63 Note
network file #5
transfer
B-20
2923905.1
Software Name(A) Purpose(B) Used For Used In Transfer What Notes(
Software Operations License to version G)
Maintena Service The Counties is
nce Delivery (Y/N)(E) installe
(Y/N)(C) (Y/N))D) d?(F)
Notes:
Note#1-(Column G)Source:Alfresco Software Project Agreement. License Type: Lesser Gnu Public License
Note#2-(Column G)Source:Apache. License Type:Apache
Note#3-(Column G)Source:Joyent. License Type: MIT
Note#4-(Column G)Source:Cignex Liferay Support Agreement. License Type: Lesser Gnu Public License
Note#5-(Column G)Source:Simon Tatham (Putty creator). License Type: MIT
Note#6-(Column G)Source: Red Hat Subscription Licensing and Support Agreement License. License Type:
Gnu Public License
application.
Secure File
Transfer(PSFTP)
is supported
ReclHat Enterprise Operating System N Y Y 5.4 and See
Linux I Software 1 5.5 Note#6
III. A Partial List of Documentation To Be Provided by Contractor to the Counties in
Accordance with Section 10.5 of the Agreement
1. CA Service Plus Desk software
2. SAP Business Objects—Info View and Web Intelligence
3. IBM Content on Demand
4. HP Exstream
5. SmartBear SOAP UI
6. HP Quick Test Professional
7. Serena Configuration Management(replaced PVCS Dimensions)
8. HP PPM Center and HP Quality Center
9. CA Workload Manager
10. PGP Command Line
11. HP Executive Scorecard
12. MS SharePoint
13. CA AllFusion ERWIN Data Modeler
14. Scooter Beyond Compare
15. Microsoft Office Professional, Microsoft Outlook, Microsoft Project, Microsoft Visio and
Microsoft Windows
16. HP Cube D
17. Adobe PDF Reader and Writer
18. QSM Tool SLIM estimate
B-21
2923905.1
19. Documentation for Other Software as requested by the Counties
B-22
2923905.1
EXHIBIT C
SERVICE LEVEL AGREEMENTS AND LIQUIDATED DAMAGES
WCDS Consortium
WCDS Procurement Project
Service Level Agreements Matrix (SLA)
-1
2923905.1
1. SLA High Level Overview
The following table provides a high level overview of the SLAs.
SLA Number SLA Name Performance Standard
3.1.1 System Availability CaIWIN System The CaIWIN System will be Available 99.5%of
the CaIWIN System Availability Time
3.1.2 System Availability Benefits CaIWIN The Benefits CaIWIN System shall be Available
System 99.8%of the Benefits CaIWIN Availability Time.
3.1.3 System Availability ACCESS CaIWIN The ACCESS CaIWIN System shall be Available
System 99.8%of the ACCESS Ca1WIN Availability
Time.
3.1.4 Wide Area Network(WAN) The WAN connection shall be Available 99.5%of
Availability the WAN Availability Time.
3.1.5 Release Quality within User The Systems shall have a Release Quality
Acceptance Test(UAT) Performance Standard of no more than one unique
Deficiency per 1000 lines of Software Source
Code introduced by the Contractor in a Release in
UAT
3.1.6 Deliverable(s)produced in Change Deliverable(s)produced in Change Request and
Request Delivered to UAT on Schedule included in a Release shall be delivered to UAT
no later than the baseline planned Release to UAT
date set forth in the Release Work Plan.
3.1.7 Deficiency Resolution Timeliness All priority Medium,High,and Urgent
Deficiencies introduced into the Production
environment with a Release and found in the first
90 Days after the OED shall be resolved prior to
the OED of the next Release or within 60 Days of
entry into the Service Request tool,whichever is
greater.
All priority Low Deficiencies specifically
introduced into the Production environment in a
Release and found in the first 90 Days after
implementation into Production shall be resolved
within 150 Days after entry into the Service
Request tool.
3.1.8 Batch Processing and System Outputs All Systems processes and outputs,as identified in
the System Operations Plan,shall be successfully
completed and delivered on schedule 99%of the
time.
3.1.9 Monthly Batch Issuance 100%of all monthly issuance jobs shall be
completed by Contractor by the deadline of the
monthly batch issuance schedule.
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SLA Number SLA Name Performance Standard
3.1.10 Ca1WIN System Transaction Response The CalWIN System Transaction Response Time
Time shall be as follows:
• 96%of all monthly user initiated
transactions,in between the County POP
router and the Contractor's servers,shall
complete Processing in accordance with
applicable Specifications within 2
seconds or less.
• 98%of all monthly user initiated
transactions,in between the County POP
router and the Contractor's servers shall
complete Processing in accordance with
applicable Specifications within 8
seconds or less.
3.1.11 EDBC Transaction Response Time
• 96%of all monthly user initiated EDBC
transactions in between the County POP
router and the Contractor's servers
complete Processing within 30 seconds or
less.
• 98%of all monthly user initiated EDBC
transactions in between the County POP
router and the Contractor's servers
complete Processing within 45 seconds or
less.
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3.1.12 Deficiency Service Ticket Resolution
Performance • Urgent Deficiency Service Tickets: 99%
of County generated Service Request
Tickets will be resolved within 4 hours of
Contractor receiving the Service Request
Ticket in the Service Request Tool
Contractor queue
• Urgent Deficiency Service Tickets:
100%of County generated Service
Request Tickets will be resolved within
14 Days of Contractor receiving the
Service Request Ticket in the Service
Request Tool Contractor queue
• High Deficiency Service Tickets: 98%of
County generated Service Request
Tickets will be resolved within three(3)
Days of Contractor receiving the Service
Request Ticket in the Service Request
Tool Contractor queue
• High Deficiency Service Tickets: 100%
of County generated Service Request
Tickets will be resolved within 30 Days
of Contractor receiving the Service
Request Ticket in the Service Request
Tool Contractor queue
• Medium Deficiency Service Tickets:
85%of County generated Service
Request Tickets will be resolved within
14 Days of Contractor receiving the
Service Request Ticket in the Service
Request Tool Contractor queue
• Medium Deficiency Service Tickets:
100%of County generated Service
Request Tickets will be resolved within
45 Days of Contractor receiving the
Service Request Ticket in the Service
Request Tool Contractor queue
• Low Deficiency Service Tickets: 85%of
County generated Service Request
Tickets will be resolved within 30 Days
of Contractor receiving the Service
Request Ticket in the Service Request
Tool Contractor queue
• Low Service Tickets: 100%of County
generated Service Request Tickets will be
resolved within 90 Days of Contractor
receiving the Service Request Ticket in
the Service Request Tool Contractor
queue
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SLA Number SLA Name Performance Standard
3.1.13 Disaster Recovery Verify annually that disaster recovery procedures
and facilities exist and that tests have been
performed to allow for alternate means of System
Availability within 24 hours in the event a
Disaster has been declared for the Central Site
Facility.
3.1.14 Backup Completion&Server Data
Retention • At least 95%of all backup jobs scheduled
to be completed within a month are
completed in accordance with applicable
Specifications within the Non-Business
Operations Window
• 100%of all backup jobs scheduled to be
completed within a month are completed
in accordance with applicable
Specifications prior to next Non-
Business Operations Window
3.1.15 Operations Deliverables and Reports The Key Deliverables described in Attachment A
Delivery shall be completed in accordance with applicable
Specifications by the Contractor within five(5)
working days after the date for completion as
identified in the table within Attachment A.
3.1.16 Security Management Notice and Contractor shall notify Counties Executive
Mitigation Director within one(1)hour following the
identification of any potential or actual major or
minor incident,including any breach,any attack,
or the introduction of any disabling device,related
to the Systems.
Contractor shall take corrective action to mitigate
the potential or actual major or minor security
incident within two(2)hours following the
identification of each potential or actual security
incident.
3.1.17 Security Management Report Contractor shall provide a written report and
assessment within twelve(12)hours following the
identification of the minor security incident to the
Counties Executive Director regarding all actions
taken concerning each identified minor security
incident,including any breach,any attack,or the
introduction of any disabling device,the current
status,and any potential impact(s)of the security
incident.
Contractor shall provide a high level and summary
analysis in two hours and written report and
assessment within eight hours to the Counties
Executive Director following the identification of
the major security incident regarding all actions
taken concerning each identified major security
incident,including any breach,any attack,or the
introduction of any disabling device,the current
status,and any potential impact(s)of the security
incident.
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2. SLA Definitions
Some words and phrases are intended to convey a specific and precise meaning when used with
Service Level Agreements. The following table below defines these words and phrases.
Term Definitions
Accepted Acceptance by the Counties of an event or action by Contractor
ACCESS Automated CalWIN Client Entry to Social Services
ACCESS CalWIN When applied to ACCESS CalWIN System,ACCESS CalWIN System Availability
System Availability Time means 24 hour a day and 365 days a year which the ACCESS CaIWIN System and
Time the supporting computing infrastructure under the contractor's control are operating and
usable to the Counties.
Allowable Downtime The percentage of Downtime that is permissible under a Performance Standard
Available Operational in accordance with applicable Specifications
Batch Program A program that does not require human interaction which is scheduled to run from an
automated scheduling tool
Business day or Working Monday through Saturday
day
Batch Window The period of time from 8:00 PM—6:00 AM PST Monday—Saturday all day on
Sundays and Counties holidays.
Benefits CaIWIN System When applied to Benefits CalWIN System,"Benefits CalWIN System Availability
Availability Time Time"means 24 hour a day and 365 days a year which the Benefits CaIWIN System and
the supporting computing infrastructure under the contractor's control are operating and
usable to the Counties.
CalWIN System When applied to CalWIN System or any of its subsystems(e.g.,EDBC,Client
Availability Time Correspondence,and Management Reporting),"CalWIN System Availability Time"
means 6:00 AM—8:00 PM PST Monday—Saturday,except for Counties holidays,
which the CalWIN System and the supporting computing infrastructure under the
contractor's control are operating and usable to the Counties.
Disaster A natural event that renders the Central Site Facility inoperable and that the Counties
and Contractor mutually declare a disaster
Downtime Anytime,outside of batch windows,maintenance windows,or Counties-requested
maintenance,that a Systems function is not Available because the Systems are not
operating in accordance with their applicable Specifications.
Eligibility Determination Calculations,based on client information and rules for determining the appropriateness
Benefits Calculation and applicability of County,State and federal programs and the amount of the benefits
(EDBC) (if any)for which clients are eligible.
Interfaces Programs that send and receive System Data to external applications on a scheduled
basis
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Term Definitions
LAN Local Area Network;Networked equipment in a County Site that includes patch cables,
punch downs,switches and internal routers but does not include the external router to
the Contractor WAN.
Level 1 The first level of the Systems Support Organization that receives the initial request from
the User.
Level 2 The second level of the Contractor Support Organization that contains deep skills in
specific areas that will receive a Service Request Ticket from Level 1 and tries to resolve
deficiencies that could not be resolved by Level 1.
Level 3 The third level of the Contractor support Organization that is seen as an expert in a
particular area or is part of the management team that will receive a Service Request
Ticket from Level 2 and will resolve the deficiencies that could not be resolved by Level
2.
Non-Business 8:00 PM—6:00 AM PT Monday—Saturday,except for the Counties'holidays.
Operations Window
Operations Effective The date that Contractor fully assumes control,Maintenance and Operations of the
Date Systems.
Performance Standard The standards which Services will meet as described in Exhibit F.
Point of Presence(POP) Refers to a router that is owned and managed by the Contractor but that resides in a non-
Contractor Data center. All network traffic accessing the County will travel to one Point
of Presence.
Production The use of Function(s)in the Counties'production environment(s)and to perform their
regular business operations.
Release A specifically identifiable version of the system that is(or was)placed into production
on a particular date.
Security Incident Once an event has been confirmed to have an impact on security,the event is classified
as a Security Incident
Service Request Ticket Document created within the in Service Request tool and is used to record the analysis
and resolution process and support reporting problems reported by users.
Systems Operations The Contractor provided tool that describes the performance of the Systems,as
Dashboards described in Exhibit F.
Transaction A single add,change,inquiry,or delete unit of work initiated through a Ca1WIN System
online application screen.Each screen may initiate one or more requests(transactions)
based on the Ca1WIN System application requirements.
Transaction Response Length of time for the Ca1WIN System to process a request and return Data on the part
Time of the host network under the Contractor's control in accordance with applicable
Specifications.
UAT User Acceptance Tests performed by County staff and/or Project Staff
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]Tern Definitions
Users Parties who will have use of and access to the Systems and Services.
WAN Networked equipment in the Data centers(Central Site Facility and Contractor's back
up site)and the network connection between them and each of the County Sites,which
includes the external routers at each POP County Site
3. Service Level Agreements
3.1.1 Systems Availability Ca1WIN System
SLA Name Systems Availability CaIWIN System
Performance The Ca1WIN System will be Available 99.5%of the Ca1WIN System Availability Time.
Standard
Effective Date OED
Counties Project Staff
• Review Service Request reports provided by Contractor.
Counties
• Report Ca1WIN System Availability issues with the Ca1WIN System.
Roles& . LAN maintenance
Responsibilities
• Workstation maintenance
Contractor
• The Contractor shall deploy the resources necessary to maintain the Ca1WIN
Systems 99.5%of Ca1WIN System Availability Time and report Ca1WIN System
Availability within the Systems Operations Dashboards.
Normal Procedure
A Service Request Ticket is sent to the Service Desk tool and one or more of the following
Contractor staff will respond to the ticket.
Level 1
• Contractor reviews initial Service Request Ticket
Level 2
• Contractor technical operations reviews initial Service Request Ticket
Escalation . Contractor notifies Counties Project Staff and Counties
Escalation
Level 3
If the CalWIN System Availability reaches 99.6% during the month,the Contractor
shall conduct the following:
• Contractor management is notified
• Contractor notifies Counties Executive Director,Counties Project Staff and
Counties
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The measurement period shall be monthly and based on CalWIN System Available Time.
The number of CalWIN System Available Time minutes for each County shall be
determined in accordance with the following formulas:
Allowable Downtime(ADT)_(B—C)*.005
Note: .005=Allowable Downtime percentage(%)
• B=Operations days in that month*(14)operations hours per day* (60)min per
hour.
Measurement
Process • C=Counties Accepted CalWIN System Downtime
For example in the month of October,2010
B=26*14*60 = 21,840 minutes
C=60 minutes Downtime Accepted by the Counties
Therefore,Ca1WIN System ADT for each County in October 2010= (21,840 -60)
* .005= 108.90 minutes
Or—1 hour 49 minutes ADT.
Liquidated damages for Downtime in excess of defined ADT:
• 0-60 minutes- $5,000
• 61 -90 minutes-$7,000
Failures& • 91 - 120 minutes-$8,000
Nonexclusive • Over 2 hours - $12,000 per hour after 2 hours
Remedies Liquidated damages are cumulative,so if the excess time for a single County is 4 hours 37
minutes,the total liquidate damages for that month=$53,000
In addition to the liquidated damages cited above,for each incident of Ca1WIN System
Downtime during the CalWIN System Availability Time in excess of four(4)per month,the
Contractor shall be assessed$5,000 per incident regardless of the duration of Downtime.
Exceptions Any CalWIN System Downtime that has been Accepted by the Counties Executive Director
will be excluded from the ADT calculation.
The Contractor monitoring tools and description will be updated within this section.
Monitoring During the Ca1WIN System Availability Time,execute a predefined,mutually agreed upon
transaction once every five minutes which logs successful execution with a date/time stamp.
Reporting The Contractor shall report all occurrences and duration of each Downtime within the
System Operations Dashboard.
3.1.2 Systems Availability Benefits CaIWIN System
SLA Name Systems Availability Benefits Ca1WIN System
Performance The Benefits Ca1WIN System shall be Available 99.8%of the Benefits CalWIN Availability
Standard Time.
Effective Date: OED
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Counties Project Staff
• Review Service Request reports provided by Contractor.
Counties
Roles& • Report Benefits CaIWIN System Availability issues with the Benefits CaIWIN
Responsibilities System
Contractor
• The Contractor shall deploy the resources necessary to maintain the Benefits
CaIWIN System at 99.8%of Benefits CaIWIN Availability Time and report
Benefits CaIWIN System Availability within the Systems Operations Dashboard
Normal Procedure
A Service Request Ticket is sent to the Service Desk and one or more of the following
Contractor staff will respond to the ticket.
Level 1
• Contractor reviews initial Service Request Ticket
Level 2
• Contractor technical operations reviews initial Service Request Ticket
Escalation • Contractor notifies Counties Project Staff and Counties
Escalation
If the Benefits CaIWIN System Availability reaches 99.85%during the month,the
Contractor shall conduct the following:
Level 3
• Contractor management is notified
• Contractor notifies Counties Executive Director,Counties Project Staff and
Counties
The measurement period shall be monthly and based on the Benefits CaIWIN Available
Time. The number of Benefits CaIWIN Available Time minutes per County shall be
determined in accordance with the following formulas:
Allowable Downtime(ADT)_(B—C)*.002
Note: .002=Allowable Downtime percentage(%)
• B=days in that month* (24)operations hours per day* (60)min per hour.
Measurement • C=Counties Accepted Benefits System Downtime
Process
For example in the month of October,2010;
B=31 *24*60 = 44,640 minutes
C=60 minutes Downtime Accepted by the Counties
Therefore,Benefits CaIWIN ADT in October 2010=44,580* .002=89.16
minutes
Or—1 hour 29 minutes Allowable Downtime
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Liquidated damages for time in excess of defined ADT:
• 0-60 minutes- $1,000
• 61 -90 minutes-$2,000
• 91 - 120 minutes-$4,000
Failures&
Nonexclusive • Over 2 hours - $6,000 per hour after 2 hours
Remedies Liquidated damages are cumulative,so if the excess time for a single County is 4 hours 37
minutes,the total damages for that month=$25,000.
In addition to the Liquidated damages cited below,for each incident of the Benefits CalWIN
System Downtime during the Benefits CalWIN Available Time in excess of four(4)per
month,the Contractor shall be assessed$2,500 per incident regardless of the duration of
Downtime.
Exceptions Any Benefits CalWIN System Downtime that has been Accepted by Counties Executive
Director will be excluded from the Allowable Downtime calculation.
The Contractor Monitoring Tools and description will be updated within this section.
Monitoring During the Benefits CalWIN System Availability Time,execute a predefined,mutually
agreed upon transaction once every five minutes which logs successful execution with a
date/time stamp.
Reporting The Contractor shall report all occurrences and duration of each Downtime within the
System Operations Dashboard.
3.1.3 Systems Availability ACCESS CaIWIN System
SLA Name Systems Availability ACCESS Ca1WIN System
Performance The ACCESS CalWIN System shall be Available 99.8%of the ACCESS CalWIN
Standard Availability Time.
Effective Date: OED
Counties Project Staff
• Review Service Request reports provided by Contractor.
Counties
• Report ACCESS Ca1WIN System Availability issues with the ACCESS CalWIN
System
Roles&
Responsibilities • LAN maintenance
• County managed IVR Equipment
Contractor
• The Contractor shall deploy the resources necessary to maintain the ACCESS
CalWIN System at 99.8%of ACCESS CalWIN Availability Time and report
ACCESS CalWIN System Availability within the Systems Operations Dashboard
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Normal Procedure
A Service Request Ticket is sent to the Service Desk and one or more of the following
Contractor staff will respond to the ticket.
Level 1
• County or Contractor reviews initial Service Request Ticket
Level 2
• Contractor Technical operations reviews initial Service Request Ticket
Escalation • Contractor notifies Counties Project Staff and Counties
Escalation
If the ACCESS CalWIN System Availability reaches 99.85% during the month,the
Contractor shall conduct the following:
Level 3
• Contractor management is notified
• Contractor notifies Counties Executive Director,Counties Project Staff and
Counties
The measurement period shall be monthly and based on the ACCESS Ca1WIN Available
Time. The number of ACCESS CaIWIN Available Time minutes per County shall be
determined in accordance with the following formulas:
Allowable Downtime(ADT)_(B—C)*.002
Note: .002=Allowable Downtime percentage(%)
Measurement
• B=days in that month* (24)operations hours per day* (60)min per hour.
Process • C=Counties Accepted ACCESS System Downtime
For example in the month of October,2010;
B=31 *24*60 = 44,640 minutes
Therefore,ACCESS CalWIN ADT in October 2010=44,580 * .002=86.16
minutes
Or—1 hour 29 minutes Allowable Downtime
Liquidated damages for time in excess of defined ADT:
• 0-60 minutes- $1,000
• 61 -90 minutes-$2,000
• 91 - 120 minutes-$4,000
Failures&
Nonexclusive • Over 2 hours - $6,000 per hour after 2 hours
Remedies Liquidated damages are cumulative,so if the excess time for a single County is 4 hours 37
minutes,the total damages for that month=$25,000
In addition to the Liquidated damages cited above,for each incident of the ACCESS
Ca1WIN System Downtime during the ACCESS CalWIN Available Time in excess of four
(4)per month,the Contractor shall be assessed$2,500 per incident regardless of the duration
of Downtime.
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Exceptions Any ACCESS Ca1WIN System Downtime that has been Accepted by Counties Executive
Director will be excluded from the Allowable Downtime calculation.
The Contractor Monitoring Tools and description will be updated within this section.
Monitoring During the ACCESS Ca1WIN System Availability Time,execute a predefined,mutually
agreed upon transaction once every five minutes which logs successful execution with a
date/time stamp.
Reporting The Contractor shall report all occurrences and duration of each Downtime within the
System Operations Dashboard.
3.1.4 Wide Area Network Availability
SLA Name Wide Area Network(WAN)Availability
Performance The WAN connection shall be Available 99.5%of the WAN Availability Time.
Standard
Effective Date: OED
Counties Project Staff
• Review Service Request reports provided by Contractor.
Counties
Roles& • Report WAN Availability issues with the Systems
Responsibilities
Contractor
• The Contractor shall deploy the resources necessary to maintain the WAN System
99.5%of WAN Availability Time and report WAN Availability within the Systems
Operations Dashboard
Normal Procedure
A Service Request Ticket is sent to the Service Desk and one or more of the following
Contractor staff will respond to the ticket.
Level 1
• Contractor reviews initial Service Request Ticket
Level 2
• Contractor technical operations reviews initial Service Request Ticket
Escalation . Contractor notifies Counties Project Staff and Counties
Escalation
If the WAN Availability reaches 99.6%during the month,the Contractor shall
conduct the following:
Level 3
• Contractor management is notified
• Contractor notifies Counties Executive Director,Counties Project Staff and
Counties
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The measurement period shall be monthly and based on the WAN Available Time. The
number of WAN Available Time minutes per County shall be determined in accordance
with the following formulas:
Allowable Downtime(ADT)_(B—C)*.005
Note: 005=Allowable Downtime percentage(%)
• B=Operations days in that month*(16)operations hours per day(from 6am to
1 Opm Pacific Time)*(60)min per hour.
Measurement
Process • C=Counties Accepted WAN Downtime
For example in the month of October,2010;
B=31 *16*60 = 29,760 minutes
C=60 minutes Downtime Accepted by the Counties
Therefore, WAN ADT for each County in October 2010=44,580* .005= 148.5
minutes
Or—2 hour 48 minutes Allowable Downtime
Liquidated damages for Downtime in excess of defined ADT:
• 0-60 minutes- $1,000
• 61 -90 minutes-$2,000
Failures& • 91 - 120 minutes-$4,000
Nonexclusive • Over 2 hours - $6,000 per hour after 2 hours
Remedies
Liquidated damages are cumulative,so if the excess time for a single County is 4 hours 37
minutes,the total damages for that month=$25,000
In addition to the Liquidated damages cited above,for each incident of WAN Downtime
during the WAN Available Time in excess of four(4)per month,the Contractor shall be
assessed$5,000 per incident regardless of the duration of Downtime.
Exceptions Any WAN Downtime that has been Accepted by Counties Executive Director will be
excluded from the Allowable Downtime calculation.
The Contractor monitoring tools and description will be updated within this section.
Monitoring During the CalWIN System Availability Time,Contractor will check for the availability of
the POP router from the Central Site Facility every five minutes in each County
Reporting The Contractor shall report all occurrences and duration of each Downtime within the
System Operations Dashboard.
3.1.5 Release Quality Within User Acceptance Test
SLA Name Release Quality Within User Acceptance Test
Performance The Systems shall have a Release Quality Performance Standard of no more than one unique
Standard Deficiency per 1000 lines of Software Source Code introduced by the Contractor in a
Release in UAT.
Effective Date: OED
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Counties Project Staff
• Review Service Request reports provided by Contractor
Counties
Roles& • Review Service Request reports provided by Contractor
Responsibilities
Contractor
• The Contractor shall deploy the quality management processes and resources
necessary to meet the Performance Standards of the Release Quality Within User
Acceptance Test SLA.
Normal Procedure
A Service Request Ticket is sent to the Service Desk that is identified as a UAT Deficiency.
The Contractor validates and resolves the Deficiency.
Level 1
• Contractor reviews initial UAT Service Request Ticket
Level 2
Escalation • Contractor technical operations reviews initial UAT Service Request Ticket
• Contractor notifies Counties Project Staff and Counties
Escalation
Level 3
• Contractor management is notified
• Contractor notifies Counties Executive Director,Counties Project Staff and
Counties
Release Quality,calculated by the density of unique Deficiencies introduced in application
Enhancements in a Release shall be a performance measurement during only the UAT phase
of each Release.
Deficiency Density=X2=Y/Z
Maximum allowable Deficiencies to remain within the Performance Standard
W=X1 *Z
Measurement • W=Maximum allowable Deficiencies to remain within the Performance Standard
Process
• X'=Performance Standard for Deficiency Density
• X2=Actual Deficiency Density
• Y=Total number of unique Deficiencies introduced in the Release(after subtracting all
Deficiencies that are to be excluded from the unique Deficiency density calculation)
• Z=Total lines of source code in the Release
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Failures& The Counties may assess liquidated damages for each Release in which actual Release
Nonexclusive Quality has exceeded the Release Quality Performance Standard. The number of unique
Deficiencies that are over the allowable maximum will be assessed$1,000 per unique
Remedies Deficiency.
• Service Tickets that are duplicative;
• Service Tickets entered for Deficiencies that existed prior to the applicable Release;
• Release as determined by Counties Executive Director;
Exceptions • Counties have Accepted that Service Tickets that were entered for Deficiencies
where the coding has been completed according to Change Request specifications;
and
• Any Deficiencies associated with a Release in which Counties has agreed to
exclude from this calculation.
Monitoring The Contractor monitoring tools and description will be updated within this section.
Reports should include:
• Releases in UAT during the past quarter and the associated Contractor resource
Reporting hours per Release;and
• Number of UAT system Deficiencies identified per Release.
3.1.6 Deliverable(s) Produced in a Change Request Delivered to UAT on Schedule
SLA Name Deliverables Produced in a Change Request Delivered to UAT on Schedule
Performance Deliverables Produced in a Change Requests and included in a Release shall be delivered to
Standard UAT no later than the baseline planned release to UAT date set forth in the Release Work
Plan.
Effective Date: OED.
Counties Project Staff
• Review Service Request reports provided by Contractor
Counties
Roles& • Review Service Request reports provided by Contractor
Responsibilities
Contractor
• The Contractor shall deploy the quality management processes and resources
necessary to meet the Performance Standards of the Change Request delivered to
UAT on schedule
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Normal Procedure
• During the project planning phase,the Contractor provides a date of when the
Deliverable produced in a Change Request will be delivered to UAT. The date is
identified within the Release Work Plan. The Contractor updates the Release Work
Plan weekly on the progress of the development of the Deliverable produced in a
Escalation Change Request.
Escalation
• Contractor notifies Counties Executive Director when the delivery date of a
Deliverable to be produced in a Change Request is going or appears to be late to
User Acceptance Test.
The Deliverable that is to be produced in a Change Request and that is delivered to UAT on
schedule will be measured by comparing the baseline Release Work Plan delivery date to
Measurement UAT with the actual delivery date to UAT,which will be identified by the Counties'Project
Process Staff. Deliverables that are to be produced in a Change Request and that have an actual
delivery date to UAT date later than the baseline delivery date to UAT date will be
identified.
Failures& Liquidated damages shall be assessed in the amount of$5,000 per Deliverable to be
Nonexclusive produced in a Change Request not meeting the Deliverable to be produced in a Change
Remedies Request Delivered to UAT on schedule Performance Standard.
Exceptions A Change Request Deliverable delivery date is modified upon Acceptance of the Counties
Executive Director
Monitoring Contractor shall monitor the progress of the Deliverable to be produced in a Change Request
within the Release Project Plan.
Reporting The Contractor shall report the progress of each Change Request Deliverable within the
Release Project Plan and within the monthly status reports.
3.1.7 Deficiency Resolution Timeliness
SLA Name Deficiency Resolution Timeliness
All priority Medium,High,and Urgent Deficiencies introduced into the Production
environment with a Release and found in the first 90 Days after the OED and thereafter
implementation into Production shall be resolved prior to the Production go-live of the next
Performance Release or within 60 Days of entry into the Service Request tool,whichever is greater.
Standard
All priority Low Deficiencies specifically introduced into the Production environment in a
Release and found in the first 90 Days after implementation into Production shall be
resolved within 150 Days after entry into the Service Request tool.
Effective Date: OED
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Counties Project Staff
• Review Service Request level reports provided by the Contractor
Counties
Roles& • Provide a detailed description of identified Deficiency,which may include
Responsibilities supporting documentation,screen shots,error code,and case situation.
Contractor
• Resolve Service Request tickets within specified Performance Standards with an
appropriate resolution status.
Normal Procedure
A Service Request Ticket is sent in to the Contractor and one or more of the following
personnel will handle the problem,depending upon the circumstances:
Level 1
• County or Contractor Service desk analyst
Level 2
• Developer analyst
Escalation • Quality assurance analyst
Level 3
• Developer lead
• Quality assurance lead
• Management review
Escalation
• Management review
• Counties Project Staff review
Tickets shall be resolved based upon the problem as reported at the time of its original
submission by the County. Additional issues not reported in the original ticket shall require
Measurement the entry of a new ticket with the resolution timeframe measured independently of the
Process original ticket.
The priority of Service Request Tickets will be based upon the Service Request Ticket
Priority Matrix,as identified within Section 6 Service Request Ticket Priority Matrix.
Failures& Liquidated damages shall be assessed in the amount of$1,000 per Deficiency exceeding the
Nonexclusive resolution Performance Standard.
Remedies
Time,measured in Days,in which a ticket or a Deficiency introduced into Production in a
Exceptions Release,is assigned to County or Counties during the ticket resolution cycle,shall not be
counted against the acceptable Service Level Performance Standard.
Monitoring Service Request Tool to identify ticket resolution times.
Reporting Contractor shall produce a report of the Deficiency resolution timeliness for each Release
within 175 Days after the implementation into Production.
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3.1.8 Batch Processing and System Outputs
SLA Name Batch Processing and System Outputs
Performance All Systems processes and outputs,as identified in the System Operations Plan,shall be
Standard successfully completed in accordance with applicable Specifications and delivered on
schedule 99%of the time.
Effective Date: OED
Counties Project Staff
• Review Service Request reports provided by Contractor
Roles& Counties
Responsibilities • Review Service Request reports provided by Contractor
Contractor
• Ensure the batch Processing and System outputs successfully complete.
Normal Procedure
A Service Request Ticket is logged when batch fails to perform during the batch window.
Level 1
• County or Contractor reviews initial Service Request Ticket
Level 2
• Contractor technical operations reviews initial Service Request Ticket
• Contractor notifies Counties Project Staff and Counties
Escalation Escalation
If the Systems processes and outputs reaches 99.2%during the month,the Contractor
shall conduct the following:
Level 3
• Contractor management is notified
• Contractor notifies Counties Executive Director,Counties Project Staff and
Counties
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All batch processes and system outputs must be consistently and strictly monitored and
maintained by the Contractor in accordance with applicable Specifications each processing
day. From an SLA perspective,all of these processes and outputs,as identified in the
System Operations Plan,shall be successfully completed and delivered on schedule 99%of
the time. More specifically,this SLA shall include the following measurement points:
• All Systems batch jobs,including:
* All Systems reports
* All Systems interface file transmissions,
* All report extract transmissions,
* All County Information Server(CIS)transitions
This SLA assumes that strict adherence to all agreed upon batch windows,on all Systems,
Measurement during all processing Days.
Process The Batch Processing and System Outputs SLA shall be calculated on a Daily basis with the
following:
Allowable Batch Process and System Outputs(ABPSO)_(B—C) * .01
• B=Total number of batch processes and system outputs
• C=Counties Accepted System batch process and system outputs to be excluded
For example:;
B= 1500 Batch process and System outputs
C=5 Batch process and Systems outputs that were Accepted by the Counties to be
excluded
Therefore,ABPSO= 15 batch Processing and system outputs are allowed to be
late.
Failures& Liquidated damages for non-compliance with the Performance Standard shall be assessed at
Nonexclusive $500 per failed batch processes and system outputs over the ABPSO.
Remedies
Schedule Maintenance and any System batch Processing and system outputs that have been
Exceptions Accepted by Counties Executive Director will be excluded from the Allowable Downtime
calculation.
Monitoring A batch log and Service Request Tickets will document Batch Programs,Management
Reports,Management Report Extracts,County Information Server files and Interface.
Reporting The Contractor shall report the SLA results within the System Operations Dashboard.
3.1.9 Monthly Batch Issuance
SLA Name Monthly Batch Issuance
Performance 100%of all monthly issuance jobs completed by the deadline of the monthly batch issuance
Standard schedule.
[Effective Date: OED
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Counties Project Staff
• Review Service Request reports provided by Contractor
Counties
Roles& • Review Service Request reports provided by Contractor
Responsibilities
Contractor
• The Contractor shall deploy the resources necessary to maintain the Monthly Batch
Issuance Performance Standard and report the outputs within the Systems
Operations Dashboard
Normal Procedure
A Service Request Ticket is logged when batch fails to perform during the batch window.
Level 1
• Contractor reviews initial Service Request Ticket
Level 2
Escalation
• Contractor technical operations reviews initial Service Request Ticket
• Contractor notifies Counties Project Staff and Counties
Escalation
Level 3
• Contractor management is notified
• Contractor notifies Counties Executive Director,Counties Project Staff and
Counties
100%of all monthly issuance jobs,as identified in the System Operations Plan,completed
by the identified deadline of the monthly batch issuance schedule. Monthly issuance
includes but is not limited to:
• Beginning of month jobs;
Measurement
Process • End of month jobs;
• Fiscal month end jobs;and
• NOA cutoff jobs.
•
Failures& Liquidated damages for non-compliance with the Performance Standard shall be assessed at
Nonexclusive $7,500 per County for the first Business day and an additional$5,000 per County for each
Remedies subsequent Business day until the monthly issuance job successfully completes.
Exceptions Any monthly issuance jobs that have been Accepted by Counties Executive Director will be
excluded.
Monitoring The Contractor monitoring tools and description will be updated within this section.
Reporting The Contractor shall report the SLA results within the System Operations Dashboard.
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3.1.10 Ca1WIN System Transaction Response Time
Service Area Performance
SLA Name Ca1WIN System Transaction Time
The Ca1WIN System Transaction Response Time shall be as follows:
• 96%of all monthly user initiated transactions,in between the County POP router
Performance and the Contractor's servers,complete Processing in accordance with applicable
Standard Specifications within 2 seconds or less.
• 98%of all monthly user initiated transactions,in between the County POP router
and the Contractor's servers complete Processing in accordance with applicable
Specifications within 8 seconds or less.
Effective Date: OED
Counties Project Staff
• Review Service Level reports provided by the Contractor
Counties
Roles&
• LAN maintenance
Responsibilities • Workstation maintenance
Contractor
• The Contractor shall deploy the resources necessary to maintain the CaIWIN
System Transaction Time Performance Standard and report the Ca1WIN System
performance within the Systems Operations Dashboard
Normal Procedure
• The Contractor monitors all on-line transactions Processing load to determine
performance.
Level 1
• Contractor creates a Service Request Ticket for all on-line transaction(s)perform
above Performance Standard.
Level 2
Escalation
• Contractor quality assurance support technician reviews transaction performance
reports and identify and resolve performance issues
• Network operator reviews transaction performance report to identify and resolve
network bottlenecks
Leve13
• Management review ensures the priority of performance tuning is being conducted
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The measurement period shall be monthly and based on the Ca1WIN System Allowable
Transactions Time. The number of Ca1WIN System Allowable Transactions Time minutes
shall be determined in accordance with the following formulas:
Ca1WIN System Allowable Transaction Time(CSATT)_(B—C) *.04 for 2 seconds or less
Note: 04= allowable transaction time percentage(%)for 2 seconds or less
Ca1WIN System Allowable Transaction Time(CSATT)_(B—C) *.02 for 8 seconds or less
Note: .02= allowable transaction time percentage C%)for 2 seconds or less
Measurement • B=Total number transaction per month.
Process • C=Counties Accepted number of transaction to be excluded per month
For example in the month of October,2010;
B= 15,000 transaction
C= 1,000 transaction to be excluded
Therefore, Ca1WIN System Allowable Transaction Time in October 2010=
14,000* .04=560 transactions per month are allowable to be greater than 2
seconds
14,000* .02=280 transactions per month are allowable to be greater than 8
seconds
Liquidated damages for non-compliance with the Performance Standard shall be assessed at
Failures& $5,500 per month for transactions over the CSATT.
Nonexclusive
Remedies On-line transaction processor response time for 100%of the transactions within three
seconds earns the Contractor a credit of$1,000 per month against future liquidated damages.
Any transactions that have been Accepted by Counties Executive Director will be excluded
from the Ca1WIN System Allowable Transaction Time calculation. Exception transactions
will be for the following categories:
• Unbounded search or unbounded query transactions
Exceptions • Specified and agreed-upon interface transactions
• Specified and agreed-upon correspondence transactions
• Specified and agreed-upon simulation transactions
• Specified and agreed-upon history transactions
Monitoring The Contractor monitoring tools and description will be updated within this section.
Report will contain the following information:
• Total number of Ca1WIN System transactions that occur during the month
Reporting • Percentage of Ca1WIN System transactions response times,grouped by allowable
performance ranges
• Total number of transactions/month
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3.1.11 EDBC Transaction Response Time
Service Area System Availability
SLA Name Eligibility Determination Benefit Calculation(EDBC)Transaction Response Time
• 96%of all monthly user initiated EDBC Transactions in between the County POP
router and the Contractor's servers complete Processing in accordance with
Performance applicable Specifications within 30 seconds or less.
Standard • 98%of all monthly user initiated EDBC Transactions in between the County POP
router and the Contractor's servers complete Processing in accordance with
applicable Specifications within 45 seconds or less.
Effective Date: OED
Counties Project Staff
• Review Service Level reports provided by the Contractor
Counties
Roles&
• LAN maintenance
Responsibilities • Workstation maintenance
Contractor
• The Contractor shall deploy the resources necessary to maintain the Ca1WIN
System EDBC Transaction Time Performance Standard and report the Ca1WIN
System EDBC performance within the Systems Operations Dashboard
Normal Procedure
• The Contractor monitors EDBC on-line transactions Processing load to determine
performance.
Level 1
• Contractor creates a Service Request Ticket for EDBC on-line transaction(s)
perform above Performance Standard.
Level 2
Escalation
• Contractor quality assurance support technician reviews transaction performance
reports and identify and resolve performance issues
• Network operator reviews transaction performance report to identify and resolve
network bottlenecks
Level 3
• Management review ensures the priority of performance tuning is being conducted
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The measurement period shall be monthly and based on the Ca1WIN System Allowable
EDBC Transactions Time. The number of Ca1WIN System Allowable EDBC Transactions
Time minutes shall be determined in accordance with the following formulas:
CaIWIN System Allowable Transaction Time(CSATT)_(B—C) *.04 for 30 seconds or
less
Note: .04= allowable EDBC transaction time percentage C%)for 2 seconds or less
CaIWIN System Allowable Transaction Time(CSATT)_(B—C) *.02 for 45 seconds or
less
Note: 002= allowable EDBC transaction time percentage(%)for 2 seconds or less
Measurement • B=Total number EDBC transaction per month.
Process • C=Counties Accepted number of transaction to be excluded per month
For example in the month of October,2010;
B=5,000 EDBC transaction
C= 10 transaction to be excluded
Therefore, Ca1WIN System Allowable EDBC Transaction Time in October 2010=
4,990* .04=200 EDBC transactions per month are allowable to be greater than 30
seconds
4,990* .02= 100 EDBC transactions per month are allowable to be greater than 45
seconds
Failures& Liquidated damages for non-compliance with the Performance Standard shall be assessed at
Nonexclusive $5,500 per month for transactions over the CSATT.
Remedies
Any transactions that have been Accepted by Counties Executive Director will be excluded
from the Ca1WIN EDBC System Allowable Transaction Time calculation. Exception
Exceptions transactions will be for the following categories:
Unbounded search or unbounded query transactions
Monitoring Contractor performance monitoring tool measures the performance from the County POP
router to the Contractor Central Site and then to the County POP router.
Each report will contain the following information:
• Total number of Ca1WIN System EDBC transactions that occur during the month
Reporting • Percentage of Ca1WIN System EDBC transactions response times,grouped by
allowable performance ranges
• Total number of EDBC transactions/month
3.1.12 Deficiency Service Ticket Resolution Performance
Service Area Project Performance
SLA Name Service Request Ticket Resolution Performance
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• Urgent Deficiency Service Tickets: 99%of County generated Service Request
Tickets will be resolved or a workaround implemented by Contractor within 4
hours of Contractor receiving the Service Request Ticket in the Service Request
Tool Contractor queue
• Urgent Deficiency Service Tickets: 100%of County generated Service Request
Tickets will be resolved within 14 Days of Contractor receiving the Service
Request Ticket in the Service Request Tool Contractor queue
• High Deficiency Service Tickets: 98%of County generated Service Request
Tickets will be resolved or a workaround implemented by Contractor within three
(3)Days of Contractor receiving the Service Request Ticket in the Service Request
Tool Contractor queue
• High Deficiency Service Tickets: 100%of County generated Service Request
Tickets will be resolved within 30 Days of Contractor receiving the Service
Request Ticket in the Service Request Tool Contractor queue
• Medium Deficiency Service Tickets: 85%of County generated Service Request
Tickets will be resolved or a workaround implemented by Contractor within 14
Days of Contractor receiving the Service Request Ticket in the Service Request
Performance Tool Contractor queue
Standard
• Medium Deficiency Service Tickets: 100%of County generated Service Request
Tickets will be resolved within 45 Days of Contractor receiving the Service
Request Ticket in the Service Request Tool Contractor queue
• Low Deficiency Service Tickets: 85%of County generated Service Request
Tickets will be resolved or a workaround implemented by Contractor within 30
Days of Contractor receiving the Service Request Ticket in the Service Request
Tool Contractor queue
• Low Deficiency Service Tickets: 100%of County generated Service Request
Tickets will be resolved within 90 Days of Contractor receiving the Service
Request Ticket in the Service Request Tool Contractor queue
A Service Request ticket is resolved when a solution corrects the Software to perform in
accordance with applicable Specifications,has been provided to the originator of the Service
Request ticket,has been implemented by Contractor into the applicable System,and has
been Accepted by the Counties
A workaround as described above shall be acceptable to the Counties if it provides a
temporary solution to correct a Deficiency without unduly burdening(in the Counties'
judgment)Users' ability to use the Systems in accordance with applicable Specifications.
Effective Date: OED
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Counties Project Staff
• Review Service Level reports provided by the Contractor
Counties
• For Priority Urgent and High Deficiency Service Request Tickets,the Ticket
originator(or a person with equal knowledge of the reported problem)must be
available to provide assistance,including providing additional information and
verification of resolution,if required,during the resolution period.
Roles&
Responsibilities • Should the originator be unavailable,and their unavailability prevents continuing
the effort of resolution,the ticket will be considered for a reduction in priority to
the next lower priority.
• Counties will be responsible for Level 1 support as defined in the Systems
Operations Plan
Contractor
• Resolve Service Request tickets within specified Performance Standards with
appropriate resolution status.
Normal Procedure
A Service Request Ticket is sent in to the Contractor Service Desk and one or more of the
following Staff will handle the problem,depending upon the circumstances:
Level 1
• Counties' Service Desk Analyst
Level 2
• Systems Developer,Policy Support,QA Analyst
Escalation Level
• Systems Developer
• Policy Support
• QA Analyst
• Management Review
Escalation
• Management Review
• Counties Project Staff review
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The number of allowable Service Request Tickets shall be determined in accordance with
the following formulas:
Allowable Urgent Deficiency Service Request Tickets(AUSR)_(B—C) *.01
Note: .01= allowable Downtime percentage(%)
Allowable High Deficiency Service Request Tickets(AHSR)_(B—C) *.02
Note: .02= allowable Downtime percentage(%)
Allowable Medium Deficiency Service Request Tickets(AMSR)_(B—C) *.15
Note: .1 S= allowable Downtime percentage(%)
Allowable Low Deficiency Service Request Tickets(ALSR)_(B—C)*.15
Measurement Note: .1 S= allowable Downtime percentage(%)
Process Example for Medium Deficiency Service Request Tickets
• B=Total number of Medium Deficiency Service Request Tickets that were
resolved over fourteen Days during the month
• C=Counties Accepted Service Request Tickets to be excluded
• For example in the month of October,2010;
B=5,000 Medium Deficiency Service Request Tickets
C=25 Medium Deficiency Service Request Ticket were Accepted by the Counties
to be removed
Therefore,allowable Medium Deficiency Service Request Tickets during the
month is:
746 Medium Deficiency Service Request Tickets
Liquidated damages for non-compliance with the Performance Standard shall be assessed
per month by the following:
Number of Urgent Deficiency Service Request Tickets over the AUSR shall be assessed
$15,000 per ticket
Number of Urgent Deficiency Service Request Tickets over the 14 Days shall be assessed an
additional$1,000 per day per Service Request Ticket starting on the 151 Day
Number of High Deficiency Service Request Tickets over the AHSR shall be assessed
$5,000 per ticket
Failures& Number of High Deficiency Service Request Tickets over the 30 Days shall be assessed an
Nonexclusive additional$1,000 per day Service Request Ticket starting on the 3 1"Day
Remedies
Number of Medium Deficiency Service Request Tickets over the AMSR shall be assessed
$15,000 per month
Number of Medium Deficiency Service Request Tickets over the 45 Days shall be assessed
an additional$1,000 per day Service Request Ticket starting on the 46t1i Day
Number of Low Deficiency Service Request Tickets over the ALSR shall be assessed
$15,000 per month
Number of Low Deficiency Service Request Tickets over the 90 Days shall be assessed an
additional$1,000 per day Service Request Ticket starting on the 91It Day
Exceptions Any transactions that have been Accepted by Counties Executive Director will be excluded
from the Service Request Ticket Resolution Performance Time calculation.
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Monitoring Service Request Tool to identified ticket timelines.
The report categorizes Data by priority level.It does not aggregate the separate priority
levels to provide overall figures.The report includes:
• The total number of Service Request Tickets that are assigned to the Service Desk
at each priority level
Reporting . The date and time each Service Request Tickets are assigned
• The date and time each Service Request Tickets are resolved
• The percentage of Service Request Tickets at each priority level that are resolved
within the specified time frame
3.1.13 Disaster Recovery
Service Area Project Performance
SLA Name Disaster Recovery
Performance Annually verify that disaster recovery procedures and facilities exist and that tests have been
Standard performed to allow for alternate means of System Availability within 24 hours in the event a
Disaster has been declared for the Center Site Facility.
Effective Date: OED
Counties Project Staff
• Validate disaster recovery procedures and tests
• Review Service Request reports provided by Contractor
Roles& Counties
Responsibilities . Provide reasonable participation in disaster recovery tests
Contractor
• Create disaster recovery procedures and tests
• Execute and document disaster recovery tests
Normal Procedure
• Contractor provides the Disaster Recovery procedures and test results
Escalation
Escalation
• Contractor plan to update the Disaster Recovery procedures and test results
At the Counties discretion and not to occur more than one per year the Contractor will verify
Measurement that disaster recovery procedures and facilities exist and that tests have been performed to
Process allow for alternate means of Systems Availability within 24 hours in the event a Disaster has
been declared for the Center Site Facility. The Counties will provide a 15 Day notice prior
to requesting the Contractor to verify.
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Failures& If procedures do not exist or tests show that the Systems cannot be recovered within 24
Nonexclusive hours. $25,000 shall be assessed with failure to meet the Performance Standard.
Remedies
Exceptions None
Monitoring The performance of disaster recovery tests and the results of those tests will serve as the
monitoring tools for this Performance Standard
Reporting The Disaster Recovery Status Report will document status on creating disaster recovery
procedures and the status of the disaster recovery tests.
3.1.14 Backup Completion & Server Data Retention
Service Area System Performance
SLA Name Backup Completion&Server Data Retention
• At least 95%of all backup jobs scheduled to be completed within a month are
Performance completed within the Non-Business Operations Window
Standard • 100%of all backup jobs scheduled to be completed within a month are completed
prior to next Non-Business Operations Window
Effective Date: OED
Counties Project Staff
• Review the Contractor provided backup reports
Counties
Roles&
Responsibilities • Review the Contractor provided backup reports
Contractor
• Backup and report the Systems backups within are Performance Standard.
Normal Procedure
• Contractor conducts the backups and provides backup reports
Escalation Escalation
• Contractor notifies the Counties Executive Director when backups are not being
provided within the Performance Standard
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The measurement period shall be monthly and based on the Non-Business Operations
Window. The number of backup jobs that are allowed to be completed outside of the Non
—Business Operations Window shall be determined in accordance with the following
formulas:
Allowable Backup Jobs(ABJ)=(B—C) *.05
Note: .05= allowable Downtime percentage(%)
• B=Number of backup jobs within the month are scheduled to be completed within
Measurement Process in the Non—Business Operations Window
• C=Counties Accepted backup jobs to be excluded
For example in the month of October,2010;
B=350 backup jobs
Therefore,ABJ in October 2010= 18
Or—18 backup jobs are allowable outside of the Non—Business Operations
Window.
Liquidated damages for non-compliance with the Performance Standard shall be assessed
per month by the following:
Failures& Number of backup Jobs over the ABJ shall be assessed$1,000 per backup job
Nonexclusive
Remedies Number of backup jobs over the ABJ that did not complete prior to next Non—Business
Operations Window shall be assessed an additional$500 per day per backup up job until the
backup job is successfully completes
Exceptions Counties Accepted backup jobs to be excluded
Monitoring Contractor's backup Software monitor and report on backup job success and total number of
backup jobs.
Information will be reported for every Business Day with monthly totals where appropriate.
The report includes:
• Record of backup jobs performed
• Total number of backup jobs
Reporting • List of unsuccessful backup jobs
• Total number of unsuccessful backup jobs
• List of tapes used
• Expiration date of each tape
• List of active backup tapes from previous months
3.1.15 Operations Deliverables and Reports Delivery
Service Area System Performance
SLA Name Operations Deliverables and Reports Delivery
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The Key Deliverables described in Attachment A shall be completed in accordance with
Performance applicable Specifications by the Contractor within five(5)working days after the date for
Standard completion in accordance with applicable Specifications as identified in the table within
Attachment A.
Effective Date: OED
Counties Project Staff
• The Counties Project Staff will review the Deliverable Expectation Documents
within a timely fashion so the Contractor will be able to complete the Key
Deliverables on the due date.
Roles&
Responsibilities Counties
• Provide input and details to the Contractor as appropriate
Contractor
• Complete the Key Deliverables as specified within Attachment A
Normal Procedure
• The Contractor provides Key Deliverable as identified within Attachment A
Escalation Escalation
• Contractor notifies Counties Executive Director when delivery date of the Key
Deliverable is going to be late.
For each and every occasion upon which any of the Key Deliverables described in
Attachment A has not been completed in accordance with applicable Specifications by the
Contractor within five(5)working days after the date for completion thereof as set forth in
the chart within Attachment A applicable to such Key Deliverable(with respect to any such
Key Deliverable,herein the"Key Deliverable Due Date"),other than as a result of delays
caused solely by acts or omissions of the Counties as determined by Counties Executive
Director.
Measurement A Key Deliverable shall be deemed completed on the earliest date that all of the Work
Process required for the completion of such Key Deliverable is completed in accordance with
applicable Specifications and delivered to the Counties.
The determination of whether a Key Deliverable has been so completed and of the date
upon which such Key Deliverable was completed,shall be made by Counties Executive
Director after Counties is informed by the Contractor that such Key Deliverable has been
completed and is given all the necessary information,Data,and documentation to verify
such completion.
Failures& Liquidated Damages shall be assessed for each working day after the Key Deliverable Due
Nonexclusive Date that such Key Deliverable is not completed in accordance with applicable
Remedies Specifications. All of the foregoing Liquidated Damages shall apply separately,and
cumulatively,to each such Key Deliverable.
Exceptions None
Monitoring Detail Monthly Status Report
Reporting Detail Monthly Status Report
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3.1.16 Security Management Notice and Mitigation
Service Area System Performance
SLA Name Security Management Notice
Contractor shall notify Counties Executive Director within one(1)hour following the
identification of any potential or actual major or minor incident,including any breach,any
Performance attack,or the introduction of any disabling device,related to the Systems.
Standard Contractor shall take corrective action to mitigate the potential or actual major or minor
security incident within two(2)hours following the identification of each potential or actual
security incident.
Effective Date: OED
Counties Project Staff
• Review Security Incident reports
Counties
• All counties will report suspicious activity or suspected security breaches to the
Contractor
Roles& • All counties will coordinate with county fraud units to provide details of security
Responsibilities incidents related to internal/external fraud situations
Contractor
• Notify Counties Executive Director by phone or personal contact
• Security Incident diagnosis
• Containment activities
• Prepare Security Incident reports
Normal Procedure
• A recognized Security Incident is logged as a Service Request Ticket and reported
to the Contractor Service Desk.
Escalation Escalation
• A Security Incident will be escalated to the Contractor Systems Security Officer
and Counties Executive Director for direction-setting or resolution. The Counties
Executive Director or designee shall be contacted by phone or personal contact.
Leaving a message on phone complies with the Performance Standard of notice.
All potential or actual Security Incidents identification times shall be documented within the
Security Report. The Vendor shall provide Equipment or Software metrics to support the
potential or actual Security Incidents identification time. The Contractor shall also report
Measurement the notification time of notifying Counties Executive Director.
Process Within the Security Report,the Contractor shall document the correct action taken to
mitigate the potential or actual Security Incidents. The Vendor shall also provide Equipment
or Software metrics to support the potential or actual Security Incidents correct action
mitigation.
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Liquidated damages for non-compliance with the notification to the Counties Executive
Failures& Director Performance Standard shall be assessed at$5,000 per Security Incident per Day.
Nonexclusive Liquidated damages for non-compliance with the corrective action mitigation of the
Remedies potential or actual Security Incident Performance Standard shall be assessed at$5,000 per
Security Incident per Day.
Exceptions None
Monitoring Contractor's Security Software and Equipment monitor for Security Incidents
Reporting Security Report
3.1.17 Security Management Report
Service Area System Performance
SLA Name Security Management Report
Contractor shall provide a written report and assessment within twelve(12)hours following
the identification of the minor security incident regarding all actions taken concerning each
identified minor security incident,including any breach,any attack,or the introduction of
any disabling device,the current status,and any potential impact(s)to Counties Executive
Performance Director of the security incident.
Standard Contractor shall provide a high level and summary analysis in two hours and a written report
and assessment within eight hours following the identification of the major security incident
regarding all actions taken concerning each identified major security incident,including any
breach,any attack,or the introduction of any disabling device,the current status,and any
potential impact(s)to Counties Executive Director of the security incident.
Effective Date: OED
Counties Project Staff
• Review Security Incident reports
Counties
• All counties will report suspicious activity or suspected security breaches to the
Contractor
Roles& • All counties will coordinate with county fraud units to provide details of security
Responsibilities incidents related to internal/external fraud situations
Contractor
• Notify Counties Executive Director
• Security Incident diagnosis
• Containment activities
• Prepare Security Incident reports
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Normal Procedure
• A recognized Security Incident is logged as a Ticket and reported to the Contractor
Service Desk.
Escalation
Escalation
• A Security Incident will be escalated to the Contractor Systems Security Officer
and Counties Executive Director for direction-setting or resolution.
Contractor shall provide a written report and assessment regarding all actions taken
concerning each identified security incident,including any breach,any attack,or the
introduction of any disabling device,the current status,and any potential impact(s)to
Counties Executive Director of the security incident. Each security incident shall be
categorized according to criticality as either minor or major.
• For a minor security incident,which causes limited loss of Confidential
Information,integrity,protection,and/or availability of the Systems to
organizational operations,organizational assets,or individuals,this report and
Measurement assessment shall be provided within twelve(12)hours following the identification
Process of the minor security incident.
• For a major security incident,which causes serious or catastrophic loss of
Confidential Information,integrity,protection,and/or availability of the Systems to
organizational operations,organizational assets,or individuals,this report and
assessment shall be provided within eight hours following the identification of the
major security incident.
Counties Executive Director,in his sole discretion,may require the Contractor to update this
report and assessment on an hourly or daily basis depending on criticality, status,and
possible impact to the Counties.
Failures& For each and every occasion that the Contractor fails to meet the Security Management
Nonexclusive Report Performance Standard,as determined by the Counties Executive Director,the
Remedies Contractor shall be assessed Liquidated Damages of$500 for each hour and each fraction of
an hour that this report and assessment is late.
Exceptions A Disaster is declared by the Counties Executive Director
Monitoring Contractor's Security Software and Equipment monitor for Security Incidents
Reporting Security Report
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4. Service Request Ticket Priority Matrix
Severity for Deficiencies and Service Request Tickets:
1. Urgent: Affects an entire site or a large number of users and no temporary solution or
workaround is known
2. High: Affects only part of the users at a site or a limited number of users and no temporary
solution or workaround is known
3. Medium: Affects an entire site or a large number of users and a temporary solution or
workaround is documented
4. Low: Affects only part of the users at a site or a limited number of users and a temporary
solution or workaround is documented
Criticality:
1. Urgent: Prevents the accomplishment of an operational or mission-essential capability
2. High: Adversely affects the accomplishment of an operational or mission-essential capability
3. Medium: Delays the accomplishment of an operational or mission-essential capability
4. Low: Results in user/operator inconvenience or annoyance, but does not prevent a required
operational or mission-essential capability
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Priority Classification:
Low Ticket resolution process is invoked
Medium Escalate problem to Contractor Service Desk Manager
High Escalate problem to Contractor Operations Manager
Urgent Escalate problem to Contractor Project Manager and Counties Executive Director
4 Low Low Low Low
3 Medium Medium Medium Low
2 High High Medium Low
i
> 1 Urgent High Medium Low
N
U)
1 2 3 4
Criticality
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Attachment A
The following table identifies the Key Deliverable list.
Liquidated Damages
# Key Deliverable Due Date Amount Per Working
Day
1 Systems Operations Plan Annually(Six months after $1,000
Operations Effective Date)
2 Project Control Document Annually(Three months $1,000
after Operations Effective
Date)
3 ASF Maintenance Review Annually(Sept) $1,000
4 Executive Project Overview Status Report Monthly $100
5 Monthly Project Detail Status Report Monthly $100
6 General Operations Report Monthly $100
7 Systems Security Report Semi Annually(Ten months $500
after Operations Effective
Date)
8 Business Continuity/Disaster Recovery Report Annually(Ten months after $1,000
Operations Effective Date)
9 Client Correspondence Maintenance Report Monthly(51 day of each $100
month)
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EXHIBIT D
DELETED BY AGREEMENT OF THE PARTIES
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EXHIBIT E
HEWLETT-PACKARD COMPANY COMMERCIALLY AVAILABLE PRE-EXISTING SOFTWARE AGREEMENT
1. Applicability.This Hewlett-Packard Company Pre-Existing Software Agreement(the"Agreement")applies
to the use of Hewlett-Packard Company and its affiliates' (collectively, "HPC")commercially available Pre-
Existing Software(except for Software which is marked with a "Y" in the column entitled "Used In
Operations Service Delivery"in the tables in Exhibit B)that is identified as such in Exhibit B to the
Maintenance and Operations Agreement between the WCDS Consortium Counties("Customer")and HP
Enterprise Services, LLC("HP")(the"M&O Agreement")and that includes Updates as defined below
(collectively,the"software")following expiration or termination of the M&O Agreement. For
commercially available software owned by third parties,the M&O Agreement will govern its use as
described in the M&O Agreement during its term and third parties' license terms following expiration or
termination of the M&O Agreement. The term "Pre-Existing Software"shall have the same meaning as
"Pre-existing Software" in the M&O Agreement.
2. Terms. This Agreement includes supporting material provided or made available by HP with the software
or referenced by HP,which includes but is not limited to Documentation (as defined in the M&O
Agreement), published warranties,software license information and software specifications (collectively,
"Supporting Material"). HP shall provide Customer with a copy of all such Supporting Material on
expiration or termination of the M&O Agreement.
3. Delivery. HP will deliver its Pre-Existing Software in a timely manner and in accordance with the Work
Plan as defined in the M&O Agreement. Subject to agreement in writing by Customer, HP may elect to
deliver its Pre-Existing Software and related software and Supporting Material by electronic transmission
or via download.
4. Eligibility. HP's service,support and warranty commitments for its Pre-Existing Software do not cover
claims resulting from:
1. failure to use the Pre-existing Software in accordance with applicable Supporting Material,or site
preparation,or site or environmental conditions or other non-compliance with applicable Supporting
Material;
2. Modifications to or system maintenance or calibration not in accordance with applicable Supporting
Material;
3. failure or functional limitations of any non-HP software or product impacting systems receiving HP
support or service;
4. malware(i.e.,Unauthorized Code as defined in the M&O Agreement)not introduced by HP when it
makes available or provides Pre-existing Software to Customer;or negligence,accident,fire or
water damage,electrical disturbances,transportation by Customer,or other causes beyond HP's
reasonable control.
5. Software Performance. HP warrants that its Pre-Existing Software will conform to its specifications and
be free of malware at the time of delivery. HP warranties for Pre-Existing Software will begin on the date
of delivery and unless otherwise specified in Supporting Material,will last for ninety(90)days. HP does
not warrant that the operation of its Pre-Existing Software will be uninterrupted or error-free or that its
Pre-Existing Software will operate in hardware and software combinations other than as authorized by HP
in the M&O Agreement. HP shall promptly repair or replace any failures of Pre-existing Software to
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conform to its specifications. To the extent permitted by law, HP disclaims all other warranties on its Pre-
Existing Software.
6. Intellectual Property Rights. No transfer of ownership of any intellectual property will occur under this
Agreement.
7. Intellectual Property Rights Infringement.
7.1 HP shall,at its expense,defend, indemnify,and hold harmless Customer and their employees,
officers,directors,contractors and agents,and Customer from and against any third party claim or action
against Customer which is based on a claim that any Pre-Existing Software or any part thereof under this
Agreement infringes a patent, copyright,trademark,or other proprietary right or misappropriates a trade
secret,and HP shall pay all losses, liabilities,damages, penalties,costs,fees(including reasonable
attorneys'fees)and expenses caused by or arising from such claim. Customer shall promptly give HP
notice of any such claim and shall cooperate in the defense of such claims at HP's expense.
Notwithstanding the foregoing,Customer shall have the right to participate in the defense of any such
action and employ their own counsel in connection therewith, but the fees and expenses of such counsel
shall be at the expense of Customer.
7.2 In case the Pre-Existing Software,or any one or part thereof,are in such action held to constitute
an infringement or misappropriation,or the exercise of Customer' rights thereto is enjoined or restricted,
HP shall,at its own expense and in the following order of priorities: (i) procure for Customer the right to
continue using the Pre-Existing Software; (ii) modify the Pre-Existing Software to comply with the
Supporting Materials and to not violate any intellectual property rights; (iii)or retrieve any or all Pre-
Existing Software which are enjoined or restricted and refund the then applicable commercial license fee
for such Software or comparable software if such Software is not commercially available.
7.3 The foregoing states HP's sole obligation and Customer'exclusive remedy with respect to any
alleged infringement by all or part of the Pre-Existing Software.
7.4 HP shall not be liable to the extent claims of misappropriation of infringement arise from: (i)
HP's compliance with any designs,Specifications or written instructions of Customer and HP could not
have avoided such claims through alternative products; or(ii)any changes made by Customer or any third
party authorized by Customer to make changes unless HP authorized such changes or gave instructions on
how to make the changes or Customer did so based on the advice of HP;or(iii)any unauthorized use of
Pre-Existing Software.
8. License Grant. HP grants Customer a non-exclusive, perpetual license to use and reproduce the Pre-
Existing Software for Customers' internal purposes related to the Project(as defined in the M&O
Agreement)subject to its Supporting Materials.
9. Updates. HP shall provide new software versions, releases or maintenance updates("Updates"), if
available,as part of the M&O Agreement at no additional charge. Following termination or expiration of
the M&O Agreement,Customer may order Updates, if available,separately or through an HP software
support agreement.Additional licenses or fees may apply for these Updates. Updates are subject to the
license terms in this Agreement and in software support agreements which may be in effect at the time
that HP makes the Updates available to Customer.
10. License Restrictions. HP may monitor use/license restrictions remotely and, if HP makes a license
management program available, Customer agrees to install (or allow HP to install)and use it within a
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reasonable period of time. Customer may make a copy or adaptation of Pre-Existing Software for archival
purposes,when it is an essential step in the authorized use of such software,or as permitted by
applicable law. Customer may use this archival copy and other copies as permitted in this Agreement
without paying an additional license. Customer may also reproduce the Pre-existing software without
paying an additional license fee for environments for training,development, backup, production,and
other environments,subject to the number of end user licenses transferred to and purchased by
Customer and as permitted the terms of the Agreement and the M&O Agreement.. Customer may not
copy Pre-Existing Software onto or otherwise use or make it available on any public external distributed
network. Licenses that allow use over Customer's intranet require restricted access by authorized users
only. Customer will also not modify, reverse engineer,disassemble,decrypt,decompile or make
derivative works of any Pre-Existing Software under this Agreement unless permitted by statute,
regulation,or case law.
11. License Term and Termination. Unless otherwise specified,any license granted is perpetual, provided
however that if Customer fails to comply with the terms of this Agreement regarding a specific Pre-
existing Software product, HP may terminate the license for that Pre-existing Software product if
Customer fails to cure material breaches of its obligations for such specific Pre-existing Software products
within 30 calendar days of receipt of written notices which describe in reasonable detail the material
breaches. Immediately upon termination of the Agreement by Customer,Customer will either destroy all
copies of the applicable Pre-existing Software products or return them to HP,except that Customer may
retain one copy for archival purposes only.
12. License Transfer. Customer may not sublicense,assign,transfer, rent or lease the Pre-Existing Software
except as permitted by HP. However,Customer shall have the right to transfer and assign the Pre-Existing
Software without HP's permission to another governmental entity or entity designated by Customer as its
replacement vendor for HP. Upon such transfer by Customer as provided above, Customer's rights shall
terminate and Customer shall transfer all copies of such software to the transferee. Transferee must
agree in writing to be bound by the applicable software license terms. Customer may transfer firmware
only upon transfer of associated hardware.
13. License Compliance. HP may audit Customer compliance with the Agreement terms. Upon reasonable
notice and subject to the terms of the M&O Agreement, HP may conduct an audit during normal business
hours(with the auditor's costs being at HP's expense). If an audit reveals underpayments then Customer
will pay to HP such underpayments,subject to Customer's exercise of its remedies as described in the
M&O Agreement.
14. Limitation of Liability. As to Pre-Existing Software following termination or expiration of the M&O
Agreement,HP's liability to Customer,and Customer's liability to HP,for each such Pre-Existing Software
product is limited to the greater of$1,000,000 or commercial license fee for such Pre-existing Software
product. Neither Customer nor HP will be liable for lost revenues or profits, downtime costs,loss or
damage to data or indirect, special or consequential costs or damages. This provision does not limit either
party's liability for:unauthorized use of or HP's indemnity to Customer for infringement or
misappropriation of intellectual property,death or bodily injury caused by their negligence;acts of fraud;
willful repudiation of the Agreement;nor any liability which may not be excluded or limited by applicable
law.
15. General. As to Pre-Existing Software following termination or expiration of the M&O Agreement,this
Agreement represents our entire understanding with respect to its subject matter and supersedes any
previous communication or agreements that may exist. Modifications to the Agreement will be made only
through a written amendment signed by both parties. This Agreement shall be governed in all respects by
the law and statutes of the State of California,without reference to conflict of law principles. The
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exclusive jurisdiction and venue of any action hereunder shall be in the State or Federal courts in the
County of Sacramento. HP accepts the personal jurisdiction of such courts.
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EXHIBIT F
1. Overview. This Statement of Work hereby incorporates by reference the Response.
2. Deliverables
2.1. The Deliverables Contractor will provide to the Counties during the course of
Contractor's performance under this Agreement are:
No. Deliverable Delivery
TRANSITION-IN DELIVERABLES
1 Transition-In Project Plan 1 Week after Agreement Y
Effective Date(AED)
2 Transition-In Work Plan 1 Month after AED Y
3 Central Site Facility Preparation 1 Month after AED Y
andInstallation Plan
4 Transition-In Systems Test Plan 1 month after AED Y
5 Systems Assumption Plan 2 months after AED Y
6 User Acceptance Test Support Plan 3 months after AED Y
7 Systems Training Manual 5 months after AED N
8 Systems Training Plan One week after Agreement Y
Effective Date
Two weeks after Vendor N
9 Systems Training Report training begins,and every other
week thereafter,
10 Systems Performance Test Results Included in the Transition-In N
Weekly Progress Report.
11 Transition-In Systems Test Plan One month after the Agreement Y
Effective Date
12 Vendor Systems Acceptance Four months after the Y
Agreement Effective Date
13 User Acceptance Test Support Plan Three months after Agreement Y
Effective Date
14 Transition-In Weekly Progress Report Weekly through Transition
N
15 Transition-In Work Plan Report Weekly,each Monday morning N
by 10:00 AM PST
16 Transition-In Phase 6 months after AED Y
M&O DELIVERABLES
17 Systems Code (OED)ions Effective Date Y
18 Systems Network OED Y
19 Systems Equipment OED Y
20 Systems Software OED Y
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MDeliverable Delivery
21 Systems Operations Dashboard Desgin Date in the Transition-In Work N
Plan
22 Systems Operations Dashboard OED Y
23 Project Management,Portfolio OED Y
Management,and Reporting
24 Executive Project Overview Status Report 1 Month after OED,every N
month on the 5 Day
25 Project Detail Status Report 1 Month after OED,every N
month on the 5 Day
26 General Operations Report 1 Month after OED,every N
month on the 5th Day
27 Client Correspondence Maintenance Report 2 months after OED,Monthly N
(5 Day of each month)
28 System Administration Manual Quarterly and with System N
Release
29 Reference Table Documentation Upon Request when RT changes Y
made
County Information Server Training Every Release calwin&/or N
30 Materials CalWIN dbase structure
modified
31 CIS Web Collaboration Tool OED N
Beginning one month after the N
32 Beneftis CaIWIN System Reports Operation Effective Date,on the
51'day of each month
Beginning one month after the N
33 ACCESS Ca1WIN System reports Operation Effective Date,on the
5'day of each month
34 Project Control Document Annually-Three months after Y
35 Systems Operations Plan Dually-Six months after Y
36 Systems Security Semi-annual Briefing& Semi Annually-Ten months N
Report after OED
37 Business Continuity/Disaster Recovery Annually-Ten months after N
Report OED
38 ASF Maintenance Review Annually(September) N
Date in the Project Control
39 Business Intelligence Definition Document Document(as defined in the N
RFP)
40 Business Intelligence Project Plan Date in the Project Control Y
Document
41 Business Intelligence Work Plan Date in the Project Control Y
Document
42 Business Intelligence Technical System Date in the Business Intelligence N
Design Work Plan
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MDeliverable Delivery
43 Business Intelligence Test Plan Date in the Business Intelligence Y
Work Plan
44 Business Intelligence Test Results Date in the Business Intelligence N
Work Plan
45 Business Intelligence Training Date in the Business Intelligence N
Documentation Work Plan
Initial Release 18 months after
46 Business Intelligence beginning Services on the Y
Business Intelligence Change
Request
47 Notification of Business Intelligence Date in the Business N
Delivery Intelligence Work Plan
48 Business Intelligence Implementation Date in the Business Intelligence Y
Documentation Work Plan
49 Post-Implementation Report Date in the Business Intelligence N
Work Plan
50 Rules Engine Definition Document Date in the Project Control N
Document
51 Rules Engine Project Plan Date in the Project Control Y
Document
52 Rules Engine Work Plan Date in the Project Control Y
Document
53 Rules Engine Technical System Design Date in the Rules Engine Work N
Plan
54 Rules Engine Test Plan Date in the Rules Engine Work Y
Plan
55 Rules Engine Test Results Date in the Rules Engine Work N
Plan
56 Rules Engine Training Documentation Date in the Rules Engine Work N
Plan
Beginning on the OED and on a
regular basis(i.e.,at each major
Release cycle unless otherwise
57 Rules Engine agreed to in writing by the Y
Counties' Executive Director)
for four years and six months
thereafter
58 Notification of Rules Engine Delivery Date in the Rules Engine Work N
Plan
59 Rules Engine Implementation Date in the Rules Engine Work Y
Documentation Plan
60 Post-Implementation Report Date in the Rules Engine Work N
Plan
61 Cost Estimation Tool Training Upon Request N
62 Integrated Document Management System Date in the Project Control N
Definition Document Document
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No. Deliverable Delivery
63 Integrated Document Management System Date in the Project Control Y
Project Plan Document
64 Integrated Document Management System Date in the Project Control Y
Work Plan Document
65 Integrated Document Management System Date in the Integrated Document N
Technical System Design Management System Work Plan
66 Integrated Document Management System Date in the Integrated Document N
Test Plan Management System Work Plan
67 Integrated Document Management System Date in the Integrated Document N
Test Results Management System Work Plan
68 Integrated Document Management System Date in the Integrated Document N
Training Documentation Management System Work Plan
Date in the Integrated
69 Integrated Document Management System Document Management System Y
Work Plan
70 Notification of Integrated Document Date in the Integrated Document N
Management System Delivery Management System Work Plan
71 Integrated Document Management System Date in the Integrated Document Y
Implementation Documentation Management System Work Plan
72 Post-Implementation Report Date in the Integrated Document N
Management System Work Plan
Monthly. This will be included
73 Modernization Hours Monthly Report in the Project Detail Status N
Report.
74 Application Support Facility Floor Plan 30 calendar days after N
Agreement award
75 Application Support Facility Lease Contracts 60 calendar days of Agreement N
award
76 Application Support Facility Date in the Transtion-In Work Y
Plan
77 Application Support Facility Equipment& Date in the Transtion-In Work Y
Software Plan
CHANGE REQUEST DELIVERABLES
78 Change Request Process Deliverable 1 month after OED Y
79 Change Request Definition Document(DD) 30 workdays after the Counties' N
Executive Director authorization
80 CR Cost Feasibility Study(CFS),or Project 30 workdays after the Counties' N
Approach and Cost(PAC) Executive Director authorization
81 Change Request Functional Based upon each Change N
BusinessRequirements(FBR) Request Work Plan
82 Change Request Project Plan Based upon each Change Y
Request Work Plan
83 Change Request Work Plan Based upon submittal of each Y
Change Request
84 Change Request Technical System Design Based upon each Change N
(TSD) Request Work Plan
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MDeliverable Delivery
85 Change Request Test Plan Based upon each Change Y
Request Work Plan
86 Change Request Test Results Based upon each Change N
Request Work Plan
87 Change Request Training Documentation Based upon each Change N
Request Work Plan
88 Change Request Delivery Based upon each Change Y
Request Work Plan
89 Change Request Post Implementation Based upon each Change N
Report(PIR) Request Work Plan
90 Software Upgrade Plan One month after OED and semi- Y
annually thereafter
TRANSITION-OUT DELIVERABLES
91 Transition-Out Project Plan 2.5 years prior to Terminiation Y
of the Agreement
92 Transition-Out Training Plan 2.5 years prior to Terminiation Y
of the Agreement
Transition-Out Monthly Deliverable Status Beginning one year before m N
93 Report Agreement End Date,by the 5
calendar day of each month
94 Transition-Out Systems Documentation No later than two years prior to Y
the end of the M&O period
95 Listing of all Systems Batch Production Jobs 2.5 years prior to Termination of N
the Agreement
96 Performance statistics or copies of existing 2.5 years prior to Termination of N
operational reports the Agreement
2.2. Delivery and other dates for Deliverables associated with each Change Request
will be specified in the Change Request Work Plan Deliverable associated with that Change
Request.
2.3 Delivery and other dates for Deliverables not associated with a Change Request
will be specified within the Transition-In Work Plan Deliverable as described in RFP Section
4.12.2.1 and the Response or each month's Project Detail Status Report Deliverable as described
in RFP Section 4.10.2.4 and the Response, as appropriate.
3. Work Products
Contractor will provide Work Products to the Counties during the course of Contractor's
performance under this Agreement. These Work Products include but are not limited to the
following:
No. Work Product Name Delivery Timeframe
1 Documentation Maintenance Upon Request.
2 Transition-In Dashboard Reporting Date in the Transition-In Work Plan
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No. Work Product Name Delivery Timeframe
3 Pending Applications List After pending applications process execution.
4 Periodic Reporting SQL Script Execution List Upon Request
5 Quality Assurance/Quality Control and Management Monthly
Evaluation Sampling
6 Alerts and Alert Triggers Report Upon Request.
7 Reference Table List Upon Request
8 Mock COLA 5 business days prior to running COLA.
9 Client Correspondence Delete List Upon Request
10 Client Correspondence batch print files Daily
11 Application Support Facility Equipment&Software
Upon Request
Training
4. Facilities
The Facilities to be provided by Contractor are subject to the Counties' approval in writing.
5. On-Site Staffing Requirement
Contractor shall maintain at least 70% of its Staff on-Site at the ASF, subject to the following
conditions:
a. Contractor can only send Services that it will perform under the Agreement
outside the United States ("overseas")to wholly owned affiliates or affiliates in which
Contractor has a majority interest and direct management and control of staff by Contractor
Project Manager.
b. For such overseas Services, Contractor shall send Notice to the Counties at least
30 Days in advance and obtain the Counties' consent before sending Software Maintenance
Services overseas, with the notice including details about the Services to be performed overseas.
Counties shall not prevent the Contractor from obtaining the ratio allowed in this provision,
subject to Contractor's complying with the conditions and requirements in the Agreement,
including without limitation the conditions in Section 5 of Exhibit F. If Contractor fails to
comply with such conditions or otherwise breaches the Agreement, the Counties shall have the
right to exercise their rights and remedies in the Agreement and at law and in equity, even if they
prevent Contractor from obtaining the ratio allowed in Section 5 of Exhibit F.
C. Permissible Services that can be performed overseas include only Software
development for new Enhancements and correcting Software Deficiencies, repetitive tasks (such
as reformatting forms and reports),batch processing, tasks that are based on clearly defined and
complete Specifications, and testing associated therewith, and other tasks with the prior written
consent of the Counties. Additionally, with the prior written consent of the Counties,
Contractor's overseas teams may support onshore team in planning and execution of following
services: environmental Maintenance, Processing Support, performance analysis, performance
improvement, minor upgrades, Service restoration, database management, validation and testing,
and Documentation development.
d. Contractor shall provide the Counties with updates to the Work Plan to track the
budgeted and actual hours performed on overseas Services on a monthly basis.
e. Contractor shall not send personally identifiable information or other non-
Contractor Confidential Information overseas, except for designs, drawings, Specifications,
computer programs, Documentation, and Custom Software Source Code.
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6. Security Officer
Contractor's Security Officer must obtain the Counties' Executive Director's consent prior to
taking aM action that may affect or impact on the Counties, the Systems, or the Sites, in whole
or in part, except that Contractor's Security Officer may take an action to protect the Systems or
the Sites without such consent if there is a direct and immediate threat thereto from an external
source, such as a hacker, cracker or similar event, subject to Contractor's Security Officer
immediately contacting the Counties' Executive Director and the Contractor Project Manager
after taking such action. In addition, consistent with SLA 3.1.16 and as otherwise described in
the Security Incident Response Plan, Contractor shall notify the Counties' Executive Director
within one (1) hour following the identification of any potential or actual major or minor
incident, including any breach, any attack, or the introduction of any disabling device, related to
the Systems. Contractor will take appropriate corrective action to mitigate the potential or actual
major or minor security incident within two (2)hours following the identification of each
potential or actual security incident.
7. Business Intelligence Software and Management Reporting
Contractor shall perform Services and provide Deliverables which are described in Change
Request 6877 under the Information Technology Agreement and which have not been completed
by the OED. The terms of Change Request 6877 which have not been completed by the OED
shall be incorporated by reference into this Agreement.
8. Residual Deficiencies
Contractor shall correct Deficiencies which exist for the Systems under the Information
Technology Agreement and which remain on the OED as will be described in the Transition In
Plan.
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Schedule 1 to Exhibit F
Process to Manage Software Version Currency
Overview
In accordance with Section 10.10 of the Agreement, Contractor will utilize the Strategic
Architecture Committee (SAC) review process described in this Schedule 1 to Exhibit F to
maintain versions of the Software components as recommended by the SAC to, and approved by,
the Counties' Executive Director. The review process described in this Schedule 1 shall be
further expanded as part of the PCD Deliverable following the Start Date.
There shall be two primary Contractor-created inputs into this SAC review process: the
SOFTWARE REPORT and the 3-YEAR TECHNOLOGY PLAN— SOFTWARE CURRENCY.
• The SOFTWARE REPORT lists the Software components used to build, run or maintain
the Software
• The 3-YEAR TECHNOLOGY PLAN—SOFTWARE CURRENCY provides a strategic
view of software product direction and versions as needed to plan, build or run the
Software
These SOFTWARE REPORT and the 3-YEAR TECHNOLOGY PLAN— SOFTWARE
CURRENCY inputs are then reviewed and revised as part of the regularly scheduled SAC
meetings. These meetings will take place as often as the SAC governance determines is
necessary, and at least once per quarter throughout the term of the Agreement. The proposed
standing agenda for these meetings is reflected below as Exhibit z.
3-Year Technology Plan Approach to Software Version Currency
The following approach will be used to manage software versions to derive the most business
value from software investments while also meeting business objectives:
1. Contractor will maintain the SOFTWARE REPORT for the Software to include software
product name, installed version and estimated end of product support date, and the latest
available software version from the software vendor.
This report will be updated quarterly to reflect the latest available versions or to include
any newly announced end of support dates from the respective software vendors.
2. The Strategic Architecture Committee is responsible to revise the 3-YEAR
TECHNOLOGY PLAN— SOFTWARE CURRENCY, as needed for each of the
following situations:
a. Software vendor releases a new version of already installed software.
i. Contractor will assess the new or changed features announced for the new
software version and share insights on industry adoption, risks and
interdependencies with other software
ii. The Strategic Architecture Committee will assess enterprise architecture
fit, strategic fit, and any enabling or disabling characteristics from the new
release
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iii. The Strategic Architecture Committee will revise the plan if needed to
reflect strategic direction to upgrade to the latest version, or to maintain
the current version for now, or provide direction on when to
decommission the current version
b. New Software is selected and added to the Software.
i. Contractor will assess new product or service features, and share insights
on industry adoption, innovation and enablement to be derived, and
installation risks and interdependencies with other Software. Recommend
replacement or consolidation of other existing Software
ii. The Strategic Architecture Committee will assess enterprise architecture
fit, strategic fit,business process or technology process changes, if there
are any enabling or disabling characteristics from the new Software, and
where the new product fits or integrates into the Systems
iii. The Strategic Architecture Committee will revise the enterprise
architecture and standards to reflect the new capability or service, and
update the plan if needed to reflect the decommission or retirement any
products being replaced
c. Software vendor announces end of regular or extended support of already
installed Software
i. This situation requires immediate planning and action to avoid the risks
associated with running on unsupported software or technology. Decisions
to be made by the Strategic Architecture Committee, include:
1. Will the current business or technology processes be updated to
support decommissioning and removing the product before the end
of support date? If not, is there an extended support option from
the vendor that could be considered to provide more time?
2. Is there a current vendor-supported version of the software that can
be installed?
3. Can we find and implement a new software product or service to
meet the business need(s)before the end of support date? If not, is
there an extended support option from the vendor that could be
considered to provide more time?
ii. Contractor will provide a solution recommendation, whether the direction
is to decommission existing Software,upgrade to another version, or
move to a new solution
iii. The Strategic Architecture Committee will revise the enterprise
architecture and 3-year plan to reflect its determined direction. As this
situation requires action, a project will need to be initiated to implement
the solution determined before the existing product runs out of support.
3. The Contractor will utilize Ca1WIN project initiation and tracking processes to coordinate
the procurement, installation, testing, status and progress reporting of any new Software
versions and inter-related software components being introduced or revised. All such
new Software versions or replacement Software products or services shall be
Deliverables.
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4. The Strategic Architecture Committee will meet as frequently as determined by the
Counties' Executive Director and at least quarterly, to achieve the quarterly objectives of
managing Software currency for the Systems. Contractor shall inform the SAC of its
plans for updating and revising the Software at such meetings, the interdependencies
between existing Software and proposed changes to or new Software. The SAC shall
discuss such plans and make a recommendation to the Counties' Executive Director
about whether and to what extent to make such updates, and the Counties' Executive
Director shall make a decision based on such recommendation regarding such updates.
5. The SAC shall be comprised of a minimum of five technical staff from the Counties,
Project staff from the Counties, staff from the Counties' quality assurance contractor, and
technical and other Staff from Contractor. The SAC shall have a majority of members
from the Counties.
6. No new Software or updates to the Software will be implemented by Contractor into any
System without the approval of the Counties' Executive Director or designee, except in
the event of an emergency situation.
SOFTWARE REPORT EXAMPLE.
Used For Used In Installed Latest
Part of Software Operatio Version I Release
Software Name Purpose Softwar Maintena ns Estimate d
e (Y/N) nce Service d end-of- Version
(Y/N) Delivery support Release
Y/N date date
SW Vendor Brief description of v I O.l.x v 10.5.0
Product Name Product Name (service or Y Y Y EOS GA
functionprovided) 8/2016 5/2014
Note: Versions, values or dates listed above are for illustrative purposes. "EOS" in the
example above indicates an end-of-support date. "GA" similarly indicates the generally-
available release date.
The SOFTWARE REPORT is an inventory report of software products installed or maintained
in support of the WCDS Systems as described in the Maintenance and Operations Agreement
(the Agreement)between the WCDS Consortium Counties (the Counties) and HP Enterprise
Services, LLC (Contractor). At a minimum, the report will list the Software Name, Purpose, Part
of Systems indicator, Used For Software Maintenance indicator, Used in Operations Service
Delivery indicator, Installed Version and its Estimated end of support date, and Latest Released
Version and its Release date.
The SOFTWARE REPORT is produced at least quarterly and maintained by Contractor, is to be
updated and reviewed at least quarterly, and is subject to written approval by the Strategic
Architecture Committee throughout the term of the Agreement.
3-YEAR TECHNOLOGY PLAN—SOFTWARE CURRENCY EXAMPLE
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This is a representative example of the"3-Year Technology Plan-Software Currency." Grouping categories,software names,versions,values and timeframes listed are for illustrative purposes.
2014 2015 2016 2017 Notes and Comment
Ql Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 02 Q3 Q4 Ql Q2 Q3 Q4
Database and Analytics
Microsoft SQL Server 2012 MS SQL is the standard DB for MS Server Oss
Microsoft SQL Server 2008 No new deployments.Upgrade current to Server 2012 or retire
Oracle 12 Oracle DB is the standard DBMS
Oracle 11 Move to current release.
Oracle Bus Intelligence EE V11.1.1 Standard BI software
2014 2015 2016 2017 Notes and Comment
Ql Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Ql Q2 Q3 Q4
Virtualization
VMWa re v5phere 5 Standard virtualization platform
VMWare v5phere 4 and older Upgrade v5phere 4 to current release version
HP-UX nPAR,Linux , Migrate to v5phere for virtualization
AIX LPAR Migrate to v5phere for virtualization
2014 2015 2016 2017 Notes and Comment
Ql Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Ql Q2 Q3 Q4
Web and Application Services
Oracle Service Bus 11.1.1 Standard Service bus
Weblogic 10.3.x Standard Web appserver
Oracle ADF/Jdev 11.1.1.x Standard Apps Dev Framework and IDE
Tuxedo transaction services 10.3 Upgrade to currentversion from Oracle
Corticon Rules Engine 5.2 -- i Strategic rules engine;upgrade to currentvemion
HP Exstream 8.0 Standardize as solution for cust.correspondence
CA SiteMinder 12.0 Standard external security authentication
Color Code:
BLUE New Strategic Technology;To be deployed in controlled situations.
GREEN Standard,approved technology.Deploy/maintain at current versions.
Amber Maintain.Allowed if already deployed;however,new deployments require
explicit review and approval.
Retire or replace.Obsolete and outdated software;No vendor support.
Note: Grouping categories, software names,versions,values and timeframes listed are for
illustrative purposes.
The 3-YEAR TECHNOLOGY PLAN— SOFTWARE CURRENCY provides a strategic
planning view of the software inventory contained in the SOFTWARE REPORT. The primary
purpose of the 3-YEAR TECHNOLOGY PLAN— SOFTWARE CURRENCY is to support the
Strategic Architecture Committee in its planning process to maintain the WCDS Software in
accordance with the terms of the Agreement. The 3-YEAR TECHNOLOGY PLAN—
SOFTWARE CURRENCY provides a high-level summary view of WCDS Software depicting-
- Any new strategic software to be introduced in support of the Software
- Standard, approved Software to be maintained at current versions
- Any back-level supported versions where any new deployments will require explicit
approval
- Any Software versions that are obsolete or out of support, and which must be retired or
replaced
The 3-YEAR TECHNOLOGY PLAN—SOFTWARE CURRENCY is produced at least
quarterly and maintained by Contractor, and is to be updated and reviewed at least quarterly, and
is subject to written approval at least quarterly by the Strategic Architecture Committee
throughout the term of the Agreement. The initial 3-YEAR TECHNOLOGY PLAN—
SOFTWARE CURRENCY will be made available for the Strategic Architecture Committee to
review, within the first 90 calendar days of the Agreement Effective Date.
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EXHIBIT Z
STRATEGIC ARCHITECTURE COMMITTEE MEETING—STANDING AGENDA
TOPICS
Proposed standing agenda topics for periodic (minimum quarterly) Strategic Architecture
Committee meetings with WCDS and Contractor committee members are listed below. Topics
will be finalized as the committee charter and governance model are approved.
Strategic Architecture Committee Meeting
Proposed Standing Agenda Topics
1. Previous Meeting Minutes. Review and approve previous meeting minutes(decisions,actions,directions/guidance)
2. Committee Charter and Governance Model(Scope,goals,objectives,membership,meeting frequency,status reporting)
• Finalize,Review/revise at least annually
3. Architecture Strategy and Direction Documentation
A. CalWIN Enterprise Architecture Guiding Principles
• Finalize,Review/revise at least annually
B. CaIWIN Strategic and tactical objectives
• Outline strategic direction and high-level solutions architecture to transform,enable,attain strategic
objectives
• Discuss tactical needs and steps to automate,improve or optimize operations and tactical performance
4. CaIWIN Review of SOFTWARE REPORT
• Review/revise at least quarterly
5. CaIWIN Review of Enterprise Architecture
Enterprise architecture technology plan,standards,roadmaps
(Sub-domain Reviews;Approve Requests for Change or Dispensation)
A. 3-YEAR TECHNOLOGY PLAN—SOFTWARE CURRENCY
• Review and revise the 3-Year Technology Plan for Software Currency,at least quarterly.
B. Conduct Enterprise Architecture Domain Reviews
i. Business Architecture
ii. Data/Information Architecture
iii. Application Architecture
iv. Technology Architecture
• Computing platforms(e.g.PC,mobile/hand-helds,servers,storage,cloud)
• Networking infrastructure(e.g.,wired,wireless,voice)
• Collaboration(e.g.,email,web)
• Software(System,COTS or SaaS;Internally developed,custom;Open-Source)
• Systems and configuration monitoring and management(e.g.,asset,configuration)
V. Security Architecture
Note: Requests for architecture change or dispensation or exception will be discussed. As needed,reviews of specific
architecture domains or reviews of specific applications architectures may also be conducted.
6. The Road Ahead—Innovation Agenda
• For example,updates on emerging IT practice capabilities(Mobility,Cloud,BigData,Security...)
• Discuss enabling,emerging capabilities to transform or enable Ca1WIN to meet strategic imperatives
7. Actions and Decisions
8. Any Other Business
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EXHIBIT G
REVISIONS TO THE RESPONSE
The parties agree that Section 13.1 of the Response is deleted.
Following are revisions to Assumptions in the BAFO Cost Impacts and Constraints Tab:
I. HP Proposal Assumptions*
Assumption Assumption Revision
This RFP will cover services provided to 18 CA Any changes to the Charges and Services from changes in
Counties. The Counties are: Alameda, Contra Costa, the number of Counties which are part of the WCDS
Fresno, Orange, Placer, Sacramento, San Diego, San Consortium shall be described in a Change Request
Francisco, San Luis Obispo, San Mateo, Santa Barbara,
Santa Clara, Santa Cruz, Solano, Sonoma, Tulare,
Ventura, and Yolo. Any changes to the Charges and
Services from changes in the Counties which are part of
the WCDS Consortium shall be described in a Change
Request.
Solution and cost was derived from:
• CalWIN System -4,100,000 cases per month for 2015
•Access CaIWIN —400,000 calls per year in 2015
We used a 10% annual growth factor when calculating
the CaIWIN Access and Benefits CaIWIN Systems M&O
costs per the BAFO requirements
New Base scope estimates are based on year 2012
actuals.
New Base Service—COLA= 2283 Hours/Annum
New Base Service—Regression Testing = 12463
Hours/Annum
New Base Service—QA Audit= 12297 Hours/Annum
We have not anticipated any changes to these volumes
based on the nature of the items.
IDMS scope includes building web services to integrate Any changes to the IDMS scope by the Counties shall be
images from county systems into CaIWIN. Scope described in a Change Request
includes up to 720 hours of support(40 hours per
county)for assistance in interfacing their system with
the web service. Scope does not include the work to
modify the county systems to interface with these web
services.
All Equipment models listed in Exhibit B are based on
current, available, technology. Actual Equipment
implemented for the Systems will meet or exceed
Equipment Specifications of the Equipment listed in
Exhibit B.
All Software versions listed in Exhibit B are based on
current, available, technology. Actual Software
implemented for the Systems will meet or exceed
Specifications for the Software
For the Executive Scorecard (Systems Operations Charges for additional licenses are described in Exhibit A
Dashboard), we have included 75 Named User licenses
for CaIWIN.
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Assumption Assumption Revision
HP shall ensure that a lease to the proposed Application
Support Facility shall be available to the Counties, at the
Counties' option, during the Agreement or at the end of
the Agreement term.
* Changes to any of the assumptions above shall not result in a Change Request,except as noted above,and
Contractor may request that the Counties consider issuing a Change Request if there are significant changes to
Client populations,economic conditions in California,or the scope of Services as of the OED and as projected by
the Counties in its RFP and Procurement Library. The Counties shall have the sole discretion whether or not to
propose a Change Request as a result of such request by Contractor.
Following are other revisions to the Response:
II. Contractor Proposal Clarifications
RFP Just. Form Proposal Clarification Contractor Response
Sec
4.3.2 MO - System Contractor proposes working Contractor will utilize the Operations Center,
Performance, with WCDS Consortium to Network Management Center, and
Availability develop the most appropriate Performance Center tools to perform Event,
and Business approach and provides Incident, and Problem Management
Continuity insufficient detail to determine processes. These tools will help to identify
how the technology and potential issues (Event Management) and
processes for system availability enable Contractor to respond to potential
will be provided and maintained service disruptions (Incident
in the future, and what is Management). In the case that an incident
included in the Contractor occurs, the information from these tools will
proposal for M&O and what is to enable Contractor to complete Problem
be included in future change Management and to identify and implement
requests. corrective and preventative measure to
reduce the likelihood that similar incidents
occur in the future.
Further details of Contractor's approach to
meet system availability will be provided in
the Systems Operations Plan.
4.3.2 MO - System Then proposes to work with the Those environments listed in table 4.3.2 of
Performance, WCDS Consortium to develop the RFP are included in the M&O proposal -
Availability the most appropriate approach CaIWIN System, ACCESS CaIWIN System,
and Business for dividing environments Benefits CaIWIN System, MyBenefits CaIWIN
Continuity between M&O and change System, CaIWIN Mobile Application System,
request efforts. It was unclear SMART System, Simulation Environments,
what was included in Contractor Web Inquiry, UAT Environments, and Training
proposal for M&O and what Environments.
would be included in a future
change requests.
4.3.5 MO - It is unclear how Contractor will Contractor will operate the 18 separate
4.3.7 Enterprise be able to support 18 separate CaIWIN Production systems, as well as
System CalWIN production System ACCESS CaIWIN, Benefits CaIWIN, My
Equipment environments and Access Benefits CaIWIN, and SMART systems on
and Server CalWIN, Benefits CaIWIN, My equipment hosted in Contractor's central site
Management Benefits CaIWIN, and SMART facility. The 18 separate CalWIN systems will
within M&O. reside as separate databases on a redundant
Superdome 2 cluster. Likewise, the
ACCESS, Benefits, My Benefits, and SMART
systems will reside as separate databases on
redundant hardware.
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Further details of Contractor's support
approach will be provided in the Systems
Operations Plan.
4.3.2 MO - System The proposal lacks detail in The technology used to manage availability
Performance, describing, technology and includes Contractor's Enterprise Management
Availability process for how the system Tools- Operations Center, Network
and Business availability will be provided and Management Center, and Performance
Continuity maintained in the future. Center. These tools will be utilized to identify
potential problems before they cause an
outage, ensuring system availability is
maintained. The technology used to host
systems includes our Best in Class Server
and Storage Technology—Superpome 2
servers, 3Par Storage, and ProLiant G8
Blade servers. This hardware will be
configured to be redundant to ensure high
availability.
Contractor's industry proven ITIL processes
will be integrated with the above-mentioned
tools to automate alerts and provide
Contractor staff with insight into potential
problems so that proactive measures can be
taken to avoid system outages.
Further details of Contractor's approach to
meet system availability will be provided in
the Systems Operations Plan.
4.3.2 MO - System Contractor proposes industry Event Management Process will utilize
Performance, standard ITIL performance monitoring tools to generate notifications and
Availability management processes and alerts regarding actions that need to be taken
and Business Contractor Enterprise Service or potential Incidents. Some alerts will be
Continuity Management tools to manage addressed automatically, while others will
the performance of the systems. require a response from a systems
Contractor's response provides a administrator. These alerts could be as
high level description of the simple as changing a backup tape, or as
benefits and attributes of ITIL, complex as responding to a Configuration
the tool components of the Item (CI)that has failed.
Contractor Enterprise Service Incident Management Process will respond to
Management tools, and a notifications related to Configuration Items
reiteration of utilizing these tools (CI) issues that have occurred and will take
to conduct availability
management. action to restore service as quickly as
possible if one has occurred. If a service
disruption has not occurred, this process will
ensure that the Cl issue is addressed to avoid
a service disruption.
Problem Management Process diagnoses the
cause of one or more incidents, determines
the resolution and ensures that the resolution
is implemented. The resolution will include
actions to prevent future incidents from
occurring, and to minimize the impact of such
incidents if they do occur in the future.
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Sec
Further details of Contractor's approach to
meet system availability will be provided in
the Systems Operations Plan.
4.3.12 MO -System Contractor provides a high level Contractor will leverage its investments in
Security approach to system security TippingPoint (network intrusion detection and
management which includes prevention), ArcSight(system-security
Intrusion Detection System logging), and other tools to monitor the
Software, Virtual Private Network
Software, COTS Equipment, CaaIWIN and
and identify events that
Secure Sockets Layer, and indicate possible trends or incidents that
Authentication, Authorization and require a response.
Accounting tools.
TippingPoint and ArcSight are market-leading
tools designed to detect anomalous,
inappropriate, unauthorized, or known
malicious activity. TippingPoint monitors
network activity, and has the ability to
automatically block"unwanted
traffic". ArcSight monitors system, security,
and application logs. Both products are
designed to respond quickly and
automatically according to predefined security
policies. Both products will be monitored
247 by security analysts in one of
Contractor's Security Operations Centers,
who will perform investigation and analysis for
any events of interest, and who will escalate
any critical events to CaIWIN personnel
where a local response is required.
Contractor will manage all security incidents
identified through these tools and processes
using the Security Incident Response Plan.
The Security Incident Response Plan (SIRP),
is discussed in some detail in our proposal
under Section 4.3.12.3. It's considered part
of the Security and Confidentiality Plan (SCP)
although the SIRP will be in a separate
document referenced by the SCP.
4.3.5 MO - Contractor's approach to County Local county equipment—redundant routers,
4.3.7 Enterprise System's Server Management is POP server, Reporting server, and Golden
System continuing to manage and Workstation —provide connectivity to the
Equipment maintain local Contractor- CaIWIN system, and provide specific
and Server managed county servers located functionality for each county. These systems
Management at county sites. Contractor will will be monitored and managed with the same
provide 19 production tools as our hosted systems, and Contractor
environments but it is unclear will provide on-site support for that
how Contractor will be able to equipment.
support the 18 separate CaIWIN Contractor will operate the 18 separate
production System environments CaIWIN Productions stems, as well as
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Sec
and Access CaIWIN, Benefits ACCESS CaIWIN, Benefits CaIWIN, My
CaIWIN, My Benefits CaIWIN, Benefits CaIWIN, and SMART systems on
and SMART within M&O. equipment hosted in Contractor's central site
facility. The 18 separate CalWIN systems will
reside as separate databases on a redundant
Superdome 2 cluster. Likewise, the
ACCESS, Benefits, My Benefits, and SMART
systems will reside as separate databases on
redundant hardware.
Further details of Contractor's support
approach will be provided in the Systems
Operations Plan.
4.3.5 MO - Contractor proposes to utilize the Section 4.3.5.1 of the Contractor response
4.3.7 Enterprise Contractor Capacity included a thorough description of how
System Management tool to manage the Utilization Reporting, Capacity Trend
Equipment proposed equipment. Contractor Reporting, and the Capacity Manager tool will
and Server also proposes a utilization report be utilized to provide Capacity Management
Management and capacity trend report. It was on Servers, Databases, and the Network.
unclear why some components Further details of which systems will be
are "in-scope" and why others included in Utilization Reports will be provided
are not. in the Systems Operations Plan.
4.3.16 MO - UAT, Contractor fails to convey The last paragraph of Contractor's response
Testing and agreement to execute the batch to RFP section 4.3.16.3 is replaced with the
Releases scheduler run cycle within two following:
hours of the request. Instead, Contractor acknowledges that UAT
the proposal states that UAT environment batch schedules may be
batch processing will be different from the production environment
scheduled to run only within the batch schedules. Upon specific requests from
nightly 8:00 PM to 6:00 AM batch the Counties Executive Director, the UAT
window. batch scheduler run cycles will be executed
within two hours.
4.3.21 The Contractor approach to The Contractor approach to the
modernization hours lacks detail Modernization Hours commitment is to apply
to support their approach to the hours and effort toward the most
strategic planning and appropriate projects at the discretion of
innovation. Contractor provides a WCDS and the counties. The listing provided
MO - high level description of the by the Contractor team was meant to show
Innovation CaIWIN Mobile application and some possibilities but was not intended to be
and Strategic lists potential future trends and a full or complete listing. Actual projects
Planning features. applied toward the Modernization hours
should be strategic in nature and be focused
on projects that the consortium as a whole
has prioritized and has adequate sponsorship
to move forward.
4.3.23 MO -System Contractor proposes a System Per the RFP requirements we have included
Operations Operations Dashboard that an Executive Dashboard that provides a fully
Dashboard focuses on product features and integrated solution for key WCDS and County
a near real-time Executive personnel to quickly, and easily, obtain the
Scorecard that leverages key status of the Contractor systems and projects.
performance indicators and We have included 75 licenses for the WCDS
dashboards already in use with and the Counties to use. Other individuals at
insufficient detail to determine the Counties, who may not have access to
whether their approach would
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RFP Just. Form Proposal Clarification Contractor Response
Sec
result in a fully integrated the Executive Dashboard, will require
system. information from various systems that they
The Contractor System use. Individuals will be able to obtain
Operations Dashboard seemed information directly from the systems where
to be more of a product literature they have access. For example, all Counties
description rather a specific have the ability to log into the Help Desk
solution for the Counties. The system and see the status of tickets that have
M&O Evaluation Team had a been submitted. County employees with
concern regarding that the access to the PPM system will be able to use
project status information will not the dashboards and reporting within that
be available to County staff that system to obtain project status and details.
may have a need to know certain Contractor's response to RFP Section 4.3.23
information, such as the Service documents that County staff will have access
Desk support to project status information. That response
is as follows:
"Contractor will provide a browser-based,
real-time systems operations dashboard that
will be accessible to counties' project staff
and counties' staff. Beginning on the
Operations Effective Date (OED), Contractor
will provide the systems operations
dashboard 24 x 7. The systems operations
dashboard will display graphical and textual
representation of the metrics described in
requirements a through I:
a. Problem Management
b. Change Request Management
c. Status of batch jobs and batch processing
activities
d. Status of interface jobs and interface
processing activities
e. Status of management reporting jobs and
activities
f. Status of print processing jobs and activities
g. Status of CIS jobs and activities
h. Status of client correspondence jobs and
activities
i. Performance charts displaying live and
historical performance of production systems
j. Status of training, UAT, and production
environments
k. Broadcast messaging to WCDS
Consortium project staff and the counties
I. Dashboard legend
Contractor will implement the Contractor
Executive Scorecard as an overarching
systems management tool for CaIWIN. This
tool provides a balanced scorecard and
ob'ective-based, high-level perspective of
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Sec
operations and performance across the
CaIWIN environments. The automated
interfaces will pull data from Contractor tools
and non-Contractor sources to provide
executive management insights."
END OF EXCERPT
In Contractor's Price Proposal, we proposed
75 licenses to the Executive Scorecard for
WCDS and County use, to support this
requirement. Additional licenses are
available upon request by the Counties
Executive Director at a per-unit price that
Contractor recommends is added to Rich's
Table V—Contractor Change Request Rates
or suggested alternative location.
In addition, RFP Requirement 4.10.4.2
required Contractor to provide 4 licenses per
County to the PPR Tool, which Contractor
proposed as the Contractor PPM Center
software. As part of the Contractor proposal,
each county will receive four unique ids with
which to access the Contractor PPM
tool. This will allow the counties to access the
features of the Contractor PPM tool for which
they have security rights, which includes the
dashboards and portlets. This provides an
additional mechanism for County Staff to
access project status information.
4.3.23 MO -System Contractor will implement the In response to 4.3.23, the Contractor
Operations Contractor Executive Scorecard proposal states "Contractor will provide a
Dashboard as an overarching systems browser-based, real-time systems operations
management tool for CaIWIN. dashboard that will be accessible to counties'
This tool provides a balanced project staff and counties' staff."
scorecard and objective-based, Contractor proposed 75 licenses to the
high-level perspective of Executive Scorecard for WCDS and County
operations and performance
across the CaIWIN use.
environments. The automated
interfaces will pull data from
Contractor tools and non-
Contractor sources to provide
executive management insights;
however, it remained unclear if
local staff would have access to
this information.
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RFP Just. Form Proposal Clarification Contractor Response
Sec
4.3.23 MO -System Contractor states that each Contractor has proposed a multi-tiered
Operations management product that solution to transparency. The first tier is the
Dashboard Contractor provides for the Executive Scorecard. The Executive
CaIWIN business or technology Scorecard provides a mechanism to view
areas—such as change project and system information from a single
management for technology user experience without the user needing to
service management or PPM for navigate through multiple source systems.
project management—will The System Operations Dashboard will
provide its own `dashboarding include integration of the following:
capability targeted for the
primary users of those tools. The . Change Management Tool
M&O Evaluation Team had a
concern that this approach would • Problem Management Tool
not provide an "integrated"
system, but potentially separate Project Management Tool
interfaces. We have also provided a second tier of
dashboards in the individual source systems
that provides a further level of transparency
for those user roles which require more in-
depth information. The second tier is meant
to compliment the information presented in
the Executive Scorecard and support higher
transparency and collaboration by providing
access to detailed source system data that
was compiled and presented in higher level
views within the Executive Scorecard.
4.3.23 MO -System Similarly, Contractor's proposes Contractor has designed the Executive
Operations that the Contractor Executive Dashboard to meet the stated
Dashboard Scorecard can use data feeds requirements. All data feeds required have
and interface with external non- been included to meet the RFP Dashboard
Contractor systems but does not requirements.
clearly state that it does, causing Following is a list of the data feeds that have
additional concern regarding the
tool's integrated solution. been included:
• CA Service Desk- Help Desk
• CA Workload -Workload Automation
• HP PPM - Project and Portfolio
Management
• HP ALM -Application Lifecycle
Management
• HP AM -Asset Manager
• HP UCMDB - Universal Configuration
Management Database
• HP SM -Service Manager
• HP BSM - Business Service Management
• HP DP- Data Protector
• HP Aresight- Unified security information
and event management and proactive
security monitoring
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Sec
4.3.23 MO -System Contractor proposes that they Contractor responded to the RFP requirement
Operations will develop and present a to present the design to the Counties
Dashboard recommended design and Executive Director, to seek approval of design
configuration of the systems changes from the Counties Executive Director
operations dashboard to the and to modify the Systems Operations
Counties Executive Director for Dashboard upon request from the Counties
review and acceptance. Executive Director. The RFP requirement did
Contractor proposes that they not mention collaborating with County staff
will seek acceptance from the and thus the reason for not seeing that
Counties Executive Director for language in our proposal response.
any changes to the design and Contractor has a long history of working with
configurations of the systems the counties and developing collaborative
operations dashboard. solutions and will continue to do so as
Contractor further proposes that directed by the Counties Executive Director.
they will configure the systems
operations dashboard at the
request of the Counties
Executive Director. It was
unclear if Contractor intends to
collaborate with County staff in
order to build a usable
dashboard that satisfies user
needs as well as executive
management.
4.5 MO- Contractor's solution meets all 1) The following sentence in
Business the requirements for Business Contractor's response to RFP section
Intelligence Intelligence (BI). Contractor's
proposal focused on the 4.3.16.3 is replaced with the following:
descriptions and abilities of
various tools' functionality The plan will be delivered three days after
instead the overall solution to testing completes and Contractor also will
meet the business objectives. provide a walkthrough of the Business
The overall approach was high Intelligence test results unless otherwise
level with standard software directed by the Counties Executive Director.
development lifecycle processes
such as proof of concept, gather
requirements, develop, and
implementation. Many
components of this BI solution
depended upon County staff
participation to provide the
business perspective. In
Contractor's proposal,
Contractor's implementation
schedule was unclear.
Contractor proposes 3-months of
"value added" releases for 18
months after the foundation is
built.
Contractor's solution includes an
Operation Data Store (ODS)
which provides real-time access
to CaIWIN data.
Contractor agrees to only provide
walkthrou hs of the BI test
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results on an "as needed" base.
The RFP required the
walkthrough unless otherwise
directed by the Counties
Executive Directors.
4.5 MO— Rules Contractor does not specify that The Contractor Team will complete the
Engine the Rules Engine transition will Business Rules project within the timeline of
be completed during the project the project duration. The Rules Engine
duration. Contractor proposes to Project Plan will be integrated within the
provide training documentation overall Project Management Reporting tool
60 days "before each phased used for CaIWIN projects.
implementation" of Business Detailed schedule information will be provided
Rules; however the requirement in the Rules Engine project plan.
is for the delivery of the
documentation 60 days prior to
Rules Engine implementation or
within the first phase of
implementation. Contractor's
response seems to indicate that
they might deliver the information
with each phase of the
implementation. In addition,
Contractor did not explicitly state
that the Rules Engine project
plan will be integrated with the
Project Management Reporting
tool.
4.5 MO— Rules Contractor's response to the The Contractor response was specifically
Engine Rules Engine lacks clarity and design to address each item within a large-
detail in the proposed scale conversion project such as the
methodology, schedule, Business Rules conversion. The Contractor
conversion, and implementation team proposed to use the Re-Learn
approach for a rules engine the methodology that specifically addresses
size and complexity of the lessons learned in the early phases of the
CalWIN system. project and apply those to later phases. The
schedule was based upon a phased
approach driven by program and logical
grouping of the code base with the scope of
each phase to be approved by WCDS and
the counties. Contractor will leverage the
Center of Expertise partnership currently in
place with the Corticon vendor to ensure the
project has the latest industry insight and
experienced resources to perform the actual
conversion. The High Level Outline of Steps
to execute the Business Rules
Transformation are included below:
1. Mine and extract the business rules
from current source code
2. BA's and Developers will analyze,
clarify, and organize the extracted rules
3. Business Rules architects will
determine
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a. What logic will remain outside
of Corticon
b. The interface design
C. logical decision services
divisions
d. Requirement Traceability
Matrix
e. Scope of the vocabulary
f. High level rule sheet flow
4. Rule modelers will start creating the
Rule Sheets in an assigned Decision Service
5. System testers will develop system
test plans and plans for parallel testing
(negative testing)
6. System testers will execute system
test scripts
7. Integration testing
8. User Acceptance Testing
9. Data Conversion is not needed as
part of Business Rules Engine
implementation.
10. Implementation will include a
modified set of EDBC driver
programs which will call Corticon
decision service instead of
4.6 MO - IDMS Contractor met 24 requirements The Contractor proposed solution is flexible
for IDMS and partially met one and will work for the counties whether
requirement. Contractor imaging by document type or not.
proposes adding a new search
web page that will function
similar to the existing search and
represents the current processes
involving multiple user steps to
drill down to the information. It is
also not clear if this solution will
work in counties that do not
image by document type.
4.9 MO - Change However Contractor's response Contractor's goal is to complete walkthroughs
Requests failed to acknowledge that in 2 hours. However, Contractor
walkthroughs must be limited to acknowledges there may be situations where
2 hours and if the deliverables walkthroughs cannot be completed in 2 hours
are deemed as unacceptable, and would need to either continue or be
the Vendor shall make the rescheduled at no additional cost.
necessary changes no more than
two workdays following the initial
walkthrough and reschedule
another walkthrough at no
additional cost. The Contractor
CaIWIN team will track the hours
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RFP Just. Form Proposal Clarification Contractor Response
Sec
related to the defect separately
from the overall project hours,
however the proposal does not
specify the hours are non-billable
per the requirement.
4.9 MO - Change Contractor proposes to use the RFP Requirement 4.10.4.2 required
Requests Contractor PPM Center tool to Contractor to provide 4 licenses per County to
manage the CR SDLC from an the PPR Tool, which Contractor proposed as
idea through implementation. the Contractor PPM Center software. As part
The tool is configurable beyond of the Contractor proposal, each county will
the extensive key information receive four unique ids with which to access
that can be captured out-of-the- the Contractor PPM tool. This will allow the
box and allows transparency as counties to access the features of the
well as access to a variety of Contractor PPM tool for which they have
dashboards and portlets to see security rights, which includes the dashboards
the project status. Although the and portlets.
proposal states that dashboards
and portlets can be configured to
provide specific information to
various users, Contractor only
addresses WCDS Consortium,
CREW, PMB, PB and Contractor
as stakeholders, so it is unclear if
the dashboard will or can be
provided to other staff in the
Counties.
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EXHIBIT H
LETTER OF CREDIT
Bank of
, 201
Re: Irrevocable Letter of Credit
Number:
Amount: US$5,000,000
To Whom It May Concern:
At the request and for the account of the WCDS Consortium("the Counties")we hereby
establish our Irrevocable Letter of Credit Number in your favor, available by draft(s)
at sight on Bank of , of , up to the aggregate sum of
$5,000,000 (Five Million United States Dollars), inclusive of any banking charges effective as of
today's date and expiring on the date defined in Section_of contract# dated as of
2014.
Partial drawings are permitted. Drafts drawn under this Letter of Credit must be accompanied by
the following document:
A Certificate signed by the to the effect that the amount drawn represents
funds due and payable to you because of the following reason:
Non-Performance of the Contractor HP Enterprise Services, LLC)
pursuant to Agreement# dated as of ,
2014, for providing maintenance, support and operation services
for the Counties' systems.
We hereby agree with the drawers, endorsers and holders in due course of any draft under this
Letter of Credit that such drafts shall be duly honored on presentation provided that all terms and
conditions of the Letter of Credit have been complied with.
This Letter of Credit is subject to the Uniform Customs and Practices for Documentary Credits
(1993 Revision) International Chamber of Commerce Publication Number 500, as modified from
time to time.
Yours faithfully,
For and on behalf of
Bank of
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By:
Title: Senior Vice President
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EXHIBIT I
GUARANTY
This Guaranty(this "Guaranty") is entered into and effective this day of ,
201_(the "Effective Date"), by Hewlett-Packard Company, a Delaware corporation
("Guarantor"), with its principal offices at 3000 Hanover Street, Palo Alto, CA 94304, in favor
of the WCDS Consortium Counties (`Beneficiary"),with its principal offices at 950 Iron Point
Road Suite 110, Folsom CA 95630
1. Guaranty. In consideration of the Beneficiary entering into that Maintenance and
Operations Agreement, dated the Effective Date(the "Agreement")with HP Enterprise Services,
LLC, a State of Delaware limited liability company and wholly-owned subsidiary of Guarantor
("HP Subsidiary"), Guarantor hereby guarantees to Beneficiary performance of all of the
obligations owing to Beneficiary by HP Subsidiary and by any other relevant subsidiary of
Guarantor("Relevant Subsidiary") identified as owing obligations under the Agreement (the
"Obligations"), on the terms and conditions set forth herein and in the Agreement. Beneficiary
shall not be entitled to take any action against Guarantor under this Guaranty unless and until
each of the following conditions has been satisfied: (a) HP Subsidiary failed or refused to
complete any of its Obligations, and(b) Beneficiary has complied with the requirements of
Section 3. Guarantor shall have the right to assert against Beneficiary all of the claims offsets
and defenses that HP Subsidiary or any Relevant Subsidiary has against Beneficiary, except that
Guarantor waives: (a) notice of acceptance of this guaranty; (b)notice of any amendments,
change orders, extensions of time for performance, changes in the work, or other acts by
Beneficiary affecting Relevant Subsidiary's rights or obligations under the Agreement; (c) notice
of any breach or claim of breach by Relevant Subsidiary; and(d)the benefit of suretyship
defenses generally.
2. Limit on Liability. Notwithstanding anything to the contrary in this Guaranty,
Guarantor's liability for any Obligations under this Guaranty shall not exceed HP Subsidiary's
liability under the Agreement. Without limiting the generality of the foregoing, this limitation
amount applies to payment Obligations.
3. Delivery of Notice. Performance by Guarantor under this Guaranty shall be subject to
the delivery of(a) a written demand by Beneficiary to Guarantor stating the fact of HP
Subsidiary's and/or any Relevant Subsidiary's default under the Agreement, a description in
reasonable detail of the default and of the Agreement provisions of which the Relevant
Subsidiary is in default, and that all conditions set forth in Section 1 have been satisfied.
4. Term. This Guaranty shall remain in effect until satisfaction of the Obligations, or
termination of the Agreement as permitted in the Agreement.
5. Corporate Authority; Enforceability. Guarantor has the power and authority to execute,
deliver and perform its obligations under this Guaranty and has taken all necessary action to
authorize the execution, delivery and performance thereof. This Guaranty constitutes a legal,
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2923905.1
valid and binding obligation of Guarantor, enforceable in accordance with its terms, subject to
the effects of bankruptcy and insolvency.
6. Assignment. This Guaranty is personal to the Beneficiary which shall have the right to
assign or otherwise transfer the benefit of this Guaranty and its rights, duties, and obligations
under this Guaranty to a successor entity in its sole discretion. Should circumstances arise in
which this Guaranty is invoked, the Guarantor shall be entitled to subcontract its performance
obligations to one or more of its Affiliates or, as regards payment obligations, to any third parry
being a bank or other financial institution at its sole discretion,provided that the Guarantor shall
remain fully liable for the due and punctual performance of any performance obligations by the
assignee(s). For the purpose of this Clause 6, `Affiliate' shall mean either a directly or indirectly
wholly owned subsidiary of the Guarantor.
7. Entire Agreement. This Guaranty and the Agreement constitute the entire agreement
between the parties with respect to the subject matter hereof.
8. Governing Law. This Guaranty shall be interpreted in accordance with the laws of the
California,without regard to conflict of law principles. The exclusive jurisdiction and venue of
any action hereunder shall be in the State or Federal courts in the County of Sacramento.
Contractor accepts the personal jurisdiction of such courts.
9. Notices. Notices to Guarantor shall be sent to the address set forth below.
IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed as of the
Effective Date.
HEWLETT-PACKARD COMPANY
By:
Name:
Title:
Address: Hewlett Packard Company
3000 Hanover Street
Palo Alto, CA 94304
Attention: General Counsel
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EXHIBIT J
STATEMENT OF WORK Ca1HEERS Interface
Overview. This Statement of Work hereby incorporates by reference Change Request 30724
Ca1HEERS Interface M&O Services, Revision Date January 15, 2016.
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EXHIBIT K
STATEMENT OF WORK CONTACT CALWIN
Overview. This Statement of Work hereby incorporates Change Request 30725 CONTACT
CALWIN M&O SUPPORT, Revision Date January 7, 2016.
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