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SOFTWARE LICENSE AGREEMENT
MEGABYTE PROPERTY TAX SYSTEM
(MPTS)
This SOFTWARE LICENSE AGREEMENT (“Agreement”) is made and entered into as
of _____,___,2017, by and between the COUNTY OF FRESNO (“Customer” or
“County”) and MEGABYTE SYSTEMS, INC., a California corporation (“Contractor”).
RECITALS
WHEREAS, Contractor has developed and owns all rights in and to the computer
software and documentation referred to herein as the Software (as defined
hereinbelow); and
WHEREAS, Customer wishes to acquire from Contractor, and Contractor is willing
to grant to Customer, certain rights with respect to the Software, on the terms and
conditions set forth herein.
NOW THEREFORE, in consideration of the mutual agreements contained herein,
the parties agree as follows:
1.DEFINITIONS
1.1 Software. As used herein, the term “Software” shall mean the computer
application software known to Contractor as “MPTS,” described in Exhibit A attached
hereto and, by this reference, made a part hereof, including all coding (object code and
source code), tapes, discs, modules, and similar materials comprising such software.
The Software is described more specifically in the “Documentation” (defined below).
1.2 Documentation. As used herein, the term “Documentation” shall mean the
user documentation relating to the Software, which documentation is described in
Exhibit A, attached hereto.
1.3 System. As used herein, the term “System” shall mean the Software and
the Documentation, collectively. Reference to the System shall include any component
thereof. All modifications and enhancements to the System shall be deemed to be part
of the System as defined herein and shall be subject to all of the terms and conditions
set forth herein.
1.4 License. As used herein, the term “License” shall have the meaning
assigned to such term in Section 2.1.
1.5 Installation Date. As used herein, the date upon which the System first
goes into production use by each of the County departments.
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2. GRANT OF LICENSE
2.1 Grant of License. Contractor hereby grants to Customer a license with
respect to the Software, subject to the terms and conditions set forth herein (the
“License”).
2.2 Duration. The License granted herein shall be effective as of the
Installation Date (defined in Section 4.1) and shall remain in effect perpetually unless
terminated as provided in Section 2.5.
2.3 Scope of License.
(a) The License granted herein shall consist solely of the
non-exclusive, non-transferable right of Customer to (1) operate the Software for the
purpose of providing services solely in connection with Customer’s existing business or
functions; (2) copy the Software solely for backup purposes; and (3) to receive and use
the Documentation.
(b) The License granted herein shall not entitle Customer to: (1)
operate the Software on any equipment other than Customer owned hardware; (2)
operate the Software other than in connection with Customer’s existing business or
function; (3) permit any person or entity other than Customer, its employees and its
patrons to operate the Software; (4) copy the Software in any manner or in any form
other than solely for backup purposes; (5) modify or enhance the Software in any
respect; or (g) transfer any right in the Software to any other person or entity.
2.3 Ownership. Customer acknowledges and agrees that, as between
Contractor and Customer, title and full ownership of all rights in and to the System and
all other materials provided to Customer hereunder shall remain with Contractor.
Customer further acknowledges and agrees that the System, and all ideas and
expressions contained therein, are proprietary information and trade secrets of
Contractor. However, Customer shall receive, at no additional cost, a perpetual license
to use the Software for its own use.
2.4 Source Code Access. Contractor shall place source code for the licensed
software and any changes thereto, into a software escrow account. County shall have
access to the source code in the event Contractor fails to fulfill its maintenance and
support obligations, or in the event of bankruptcy, dissolution, or appointment of a
receiver for Contractor. County shall be able to use the source code according to the
terms of this Agreement, and must also be permitted to modify the code for its own use
consistent with this Agreement.
2.5 Termination of License. Contractor may at any time terminate this License
if Customer has breached a material provision of this Agreement (which shall include
without limitation Sections 5, 8, and 9) and has failed to cure such breach within thirty
(30) days after receiving written notice thereof. Upon any termination of the License,
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Customer shall immediately cease using the System, and Customer shall, within ten
(10) days after the date of termination, return to Contractor the System and all other
materials provided to Customer hereunder, and all copies thereof in Customer’s
possession or under its control. Notwithstanding the preceding sentence, if Customer
has terminated this Agreement for any reason and Customer has paid to Contractor the
full amount of the fee provided in Section 5.1 and all other amounts then owing to
Contractor under Section 5, then Customer may retain the System and continue to use
the System, subject to the provisions of Sections 2, 8, 9 and 11.
3. TERM/TERMINATION
3.1 This Agreement shall become effective on the date first written
hereinabove and continue for a term of three (3) years (the “Initial Term”), with the
option for two (2), one (1) year extensions thereafter, upon written authorization from
County’s Director of Internal Services/Chief information Officer or his/her designee.
3.2 Fiscal Appropriations. The terms of this Agreement, and the services to
be provided thereunder, are contingent on the approval of funds by the appropriating
government agency. Should sufficient funds not be allocated, the services provided may
be modified, or this Agreement terminated, at any time by giving the CONTRACTOR
thirty (30) days advance written notice.
3.3 Termination of Agreement. Customer may at any time terminate this
Agreement if Contractor has breached a material provision of this Agreement and has
failed to cure such breach within sixty (60) days after receiving written notice thereof.
Customer upon ninety (90) days notice may terminate this Agreement in the event of a
change in the nature, scope, or requirements of customer’s program or operations. In
such event, County shall compensate Contractor for all work completed by Contractor
through the date of termination. Contractor may at any time terminate this Agreement if
Customer has breached a material provision of this Agreement (which shall include
without limitation Sections 5 and 8) and has failed to cure such breach within thirty (30)
days after receiving written notice thereof.
4. INSTALLATION, TRAINING AND SUPPORT
4.1 Installation. Contractor shall deliver and install the System for Customer
in the manner and on the schedule set forth in Exhibit B attached hereto and, by this
reference, made a part hereof.
4.2 Training. Contractor shall provide to Customer the training services
relating to the System described in Exhibit B attached hereto.
4.3 Support Services. Contractor shall provide to Customer support services
relating to the System as set forth and described in the "MPTS Property Tax System
Maintenance Agreement," which is separate from this Agreement.
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5. COMPENSATION
5.1 Fees for License, Installation and Training: MPTS Base System.
Customer agrees to pay Contractor and Contractor agrees to receive $1,800,000.00 as
follows:
Milestone Payment Schedule
1. 35% within forty-five (45) days of contract execution $ 630,000.00
2. 15% within forty-five (45) days of completion of data
conversion
$ 270,000.00
3. 15% within forty-five (45) days of completion of
acceptance testing
$ 270,000.00
4. 15% within forty-five (45) days of completion of
County training
$ 270,000.00
5. 20% within forty-five (45) days of Implementation/
Go Live
$ 360,000.00
Total Installation and License Fees $1,800,000.00
Online Business Property Filing. As compensation for the installation and licensing
granted herein for the Megabyte Online Business Property Filing module, Customer
agrees to pay Contractor and Contractor agrees to receive $37,500.00.
Homeowners’ Exemption (HOX) Optical Character Recognition (OCR) Scanning. As
compensation for the installation and licensing for the HOX OCR Scanning module and
3rd Party licensing for integrated module, Customer agrees to pay Contractor and
Contractor agrees to receive $12,500.00.
Certna-Liens electronically filed & updated in the system. As compensation for the
installation and licensing of the Certna module, Customer agrees to pay Contractor and
Contractor agrees to receive $5,500.00.
Data Conversion. As compensation for data conversion services provided by
Contractor for up to four (4) years of value history and ownership history (if available for
conversion in current system), four (4) years of sales history, and one (1) year of tax roll
history of the Customer’s data, Customer shall as compensation for such services pay
to Contractor at a rate of $100.00 per hour. Maximum compensation for these Data
Conversion fees shall not exceed $450,000.00.
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5.2 Other Compensation
5.2.1 System Enhancements. Any services provided by Contractor at
Customer’s written request which are in addition to the services specified in Section 5.1,
shall be billed at the rate of $100.00 per hour. Maximum compensation for such System
Enhancements shall not exceed $300,000.00 over the life of this Agreement
5.2.2. Maximum Compensation. In no event shall all services performed
under this Agreement be in excess of $2,605,500.00. It is understood that all expenses
incidental to Contractor’s performance of services under this Agreement shall be borne
by Contractor.
5.3 General
5.3.1 Invoices. Contractor shall submit invoices (referencing the
provided contract number), either electronically or via mail to the County of Fresno
Internal Services, 333 W. Pontiac Way, Clovis, CA 93612. Customer shall pay each
invoice within forty-five (45) days of receipt of an approved invoice, by mail addressed
to Contractor’s remittance address at 2630 Sunset Blvd, Suite 100, Rocklin, CA 95677.
5.3.2 Taxes. Customer shall be responsible for payment of any and all
taxes or other governmental charges or fees attributable to the License granted herein.
6. Audits and Inspections. Contractor acknowledges that if total compensation
under this agreement exceeds $10,000.00, Contractor is subject to the examination and
audit by the California State Auditor for a period of three(3) years, or for any longer
period required by law, after final payment under this Agreement, pursuant to California
Government Code section 8546.7.
7. WARRANTY
7.1 General Warranty. Contractor warrants to Customer that Contractor has
full right and authority to grant to Customer the License herein and that Customer’s
possession and use of the System in accordance with the License herein shall not
infringe any United States copyright or patent.
7.2 Performance. Contractor warrants to Customer that application software
contracted for by Customer will perform in substantial compliance with the
Documentation and the representations and features listed in Exhibit A. There are no
express or implied warranties, including the implied warranty of merchantability and
fitness for a particular purpose not specifically set forth in this Agreement, with respect
to this Agreement, or the software or other products, documentation or other products.
8. CONFIDENTIALITY
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8.1 Customer Obligations. Customer acknowledges that, by virtue of the
License granted herein, it will have access to certain proprietary information and trade
secrets of Contractor, including without limitation proprietary information and trade
secrets relating to the System (collectively, the “Confidential Matters”). Customer
agrees that the Confidential Matters, and all information comprising or relating to the
Confidential Matters, shall be deemed confidential and proprietary to Contractor, shall
be held in trust by Customer, and shall be safeguarded by Customer to the same extent
that Customer safeguards confidential matters relating to its own operation which in no
event shall be less than the safeguards that a reasonably prudent person or business
would exercise under similar circumstances.
8.2 Exceptions. Customer’s obligations pursuant to Section 8.1 shall not
apply to information which is in the public domain, other than as a result of any breach
of this Agreement, or to information which Customer is obligated to disclose pursuant to
the lawful order of any court or government instrumentality in the United States, but only
to the extent required by such order.
8.3 Contractor’s Obligations. Contractor acknowledges that, by virtue of the
customer/developer relationship established herein, it will have access to certain
confidential information relating to the Customer’s clients and activities. Contractor
agrees that all information relating to the activities and the clients of Customer shall be
deemed confidential and proprietary to Customer, shall be held in trust by Contractor,
and shall be safeguarded by Contractor to the same extent that Contractor safeguards
confidential matters relating to its own clients and activities which in no event shall be
less than the safeguards that a reasonably prudent person or business would exercise
under similar circumstances.
8.4 Exceptions. Contractor’s obligations pursuant to Section 8.3 shall not
apply to information which is in the public domain, other than as a result of any breach
of this Agreement, or to information which Contractor is obligated to disclose pursuant
to the lawful order of any court or government instrumentality in the United States, but
only to the extent required by such order.
9. LIABILITY
9.1 Indemnification by Contractor. CONTRACTOR agrees to defend,
indemnify, save and hold harmless the COUNTY, its officers, agents, and employees,
from and against any and all claims and losses whatsoever accruing or resulting to any
and all persons, firms or corporations for damage, injury or death as a result of
negligence by CONTRACTOR in CONTRACTOR's performance of this Agreement.
9.1.1 Patent or Copyright Infringement. Notwithstanding any other provision of
this Agreement, Contractor represents that:
A. Contractor represents that the materials and products produced
hereunder do not violate others intellectual property rights (which include patent,
copyright, trademark, trade secret or other proprietary right.) In the event a claim,
cause of action, proceeding or other legal action should arise in which there are claims
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that the materials and/or products infringe or violate another's intellectual property
rights, Contractor shall undertake to protect, defend, settle or resolve the proceeding at
no cost, whatsoever, to County, including, but not by way of limitation, legal fees,
disbursements, judgments, or the like. Contractor shall protect, defend and indemnify
and hold County harmless, subject only to County giving Contractor prompt written
notice of any such third party claim, cause of action or proceedings and rendering to
Contractor any reasonable information, assistance or access to documents and
materials required in the defense of any such cause of action.
B. Should the materials and/or products in Contractor's opinion, be
likely or become the subject of a claim of infringement of a patent, copyright or
trademark, Contractor may do any of the following: (1) obtain a legally binding right for
County to use, at no cost to County, the material and/or product; (2) replace or modify
the material and/or product so that it is non-infringing yet still complies with the RFP and
the Contract specifications; (3) repurchase the material and/or product by refunding all
moneys paid by County to Contractor for the material and/or product less depreciation
and reasonable costs for use and such other amounts as are mutually agreeable to
County and Contractor.
9.2 Indemnification by Customer. Customer shall indemnify and hold
harmless Contractor, and its directors, officers, and employees from and against any
and all liability, losses, damages, and expenses (including without limitation reasonable
attorney’s fees and costs) incurred by Contractor, or its directors, officers, or employees
which arise out of or relate to Customer’s breach of any provision hereof.
9.3 Limitations on Liability. Notwithstanding the provisions of Sections 9.1
and 9.2, the liability of the parties and the remedies of the parties shall be limited as
follows:
9.3.1 Uncontrollable Events. Neither party shall bear any liability arising
out of events beyond the control of such party, including without limitation acts of God,
acts of a public enemy, fires, floods, storms, earthquakes, riots, strikes, lock outs, wars,
restraints of government, court orders, power shortages or outages, equipment or
communications malfunctions, nonperformance by any third parties, or other events
which cannot be controlled or prevented with reasonable diligence by such party.
9.3.2 Consequential Damages. Neither party shall bear any liability for
special, consequential, incidental, or indirect damages (including without limitation loss
of anticipated income or profits, loss of goodwill, or other loss or damages), even if such
party has been informed of the possibility of such damages.
9.3.3 Value of Contract. In no event shall the aggregate liability of
Contractor to Customer or Customer to Contractor (regardless of the form, whether in
contract or tort) exceed the amount of the fees paid by Customer to Contractor pursuant
to this Agreement.
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9.3.4 Passage of Time. In no event shall a cause of action be asserted
by Customer against Contractor or Contractor against Customer which arises out of or
relates to any event, condition, breach, or claim occurring more than one (1) year prior
to the filing of such cause of action.
10. INSURANCE.
Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR
or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and
effect the following insurance policies throughout the term of this Agreement:
A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars
($2,000,000). This policy shall be issued on a per occurrence basis. COUNTY may
require specific coverages including completed operations, products liability, contractual
liability, Explosion-Collapse-Underground, fire legal liability or any other liability
insurance deemed necessary because of the nature of this Agreement.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of not
less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred
Thousand Dollars ($500,000.00) per accident and for property damages of not less than
Fifty Thousand Dollars ($50,000.00), or such coverage with a combined single limit of
Five Hundred Thousand Dollars ($500,000.00). Coverage should include owned and
non-owned vehicles used in connection with this Agreement.
C. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California
Labor Code.
CONTRACTOR shall obtain endorsements to the Commercial General Liability
insurance naming the County of Fresno, its officers, agents, and employees, individually
and collectively, as additional insured, but only insofar as the operations under this
Agreement are concerned. Such coverage for additional insured shall apply as primary
insurance and any other insurance, or self-insurance, maintained by COUNTY, its
officers, agents and employees shall be excess only and not contributing with insurance
provided under CONTRACTOR's policies herein. This insurance shall not be cancelled
or changed without a minimum of thirty (30) days advance written notice given to
COUNTY.
Within Thirty (30) days from the date CONTRACTOR executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsement as stated
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above for all of the foregoing policies, as required herein, to the County of Fresno,
Internal Services Department, Attention: Business Office, 333 W. Pontiac Way, Clovis,
CA 93612, stating that such insurance coverages have been obtained and are in full
force; that the County of Fresno, its officers, agents and employees will not be
responsible for any premiums on the policies; that such Commercial General Liability
insurance names the County of Fresno, its officers, agents and employees, individually
and collectively, as additional insured, but only insofar as the operations under this
Agreement are concerned; that such coverage for additional insured shall apply as
primary insurance and any other insurance, or self-insurance, maintained by COUNTY,
its officers, agents and employees, shall be excess only and not contributing with
insurance provided under CONTRACTOR's policies herein; and that this insurance shall
not be cancelled or changed without a minimum of thirty (30) days advance, written
notice given to COUNTY. In the event CONTRACTOR fails to keep in effect at all times
insurance coverage as herein provided, the COUNTY may, in addition to other
remedies it may have, suspend or terminate this Agreement upon the occurrence of
such event.
All policies shall be with admitted insurers licensed to do business in the State of
California. Insurance purchased shall be purchased from companies possessing a
current A.M. Best, Inc. rating of A FSC VII or better.
11. GENERAL PROVISIONS
11.1 Covenant Not to Hire. During the term of the License granted herein
and for a period of one (1) year thereafter, neither party shall hire as an employee or
contractor any employee of the other party.
11.2 Compliance with Laws. Each party shall, in performing its obligations
hereunder, comply with all laws, rules, regulations and governmental orders applicable
to such party.
11.3 Amendments. This agreement may be amended or supplemented from
time to time, but only by a written instrument executed by both Customer and
Contractor. As used herein, the term “Agreement” shall include any future amendments
or supplements made hereto.
11.4 Construction. Headings or captions to the provisions of this Agreement
are solely for the convenience of the parties, are not part of this Agreement, and shall
not be used to interpret or determine the validity of this Agreement. Any ambiguity in
this Agreement shall not be construed against the drafter, but rather the terms and
provisions hereof shall be given a reasonable interpretation as if both parties had in fact
drafted this Agreement.
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11.5 Recitals and Exhibits. The Recitals to this Agreement and the exhibits
attached to this Agreement shall be considered part of the Agreement and are
incorporated herein by this reference.
11.6 Survival. The provisions of Sections 2, 5, 8, 9, 10 and this Section 11
shall survive any termination or expiration of this Agreement and the License granted
herein.
11.7 Relation Between the Parties. This Agreement shall not be construed
to constitute either party as the agent or legal representative of the other for any
purpose whatsoever. Neither party is granted any express or implied right or authority
by the other party to assume or create any obligation or responsibility on behalf of or in
the name of the other party, or to bind the other party in any manner or thing
whatsoever.
11.8 Assignment. Neither this Agreement, the License granted herein nor
any other right or obligation hereunder shall be assigned, delegated or otherwise
transferred by either party, without the prior written consent of the other party.
Notwithstanding the preceding sentence, Contractor may assign, delegate, or otherwise
transfer this Agreement, the License granted herein, and Contractor’s rights and
obligations hereunder to any affiliate or any successor of Contractor’s business or any
part thereof, without the prior written consent of Customer.
11.9 Successors. Subject to the restrictions in Section 11.8, this Agreement
shall bind and inure to benefit of the respective assigns, successors, representatives
and affiliates of the parties.
11.10 Waiver. Waiver of any default by either party to this Agreement shall
not be deemed to be waiver of any subsequent default. Waiver or breach of any
provision of this Agreement shall not be deemed to be a waiver of any other or
subsequent breach, and shall not be construed to be a modification of the terms of this
Agreement unless this Agreement is modified as provided in Section 11.3 above.
11.11 Certain Remedies. The parties acknowledge and agree that any
breach by Customer of Section 8 of this Agreement would cause irreparable damage to
Contractor, the exact amount of which would be impossible to ascertain, and for that
reason, Contractor shall be entitled to injunctive relief in the event of any actual or
threatened breach of Section 8. Such relief shall be in addition to any remedies to
which Contractor may be entitled under law or otherwise.
11.13 Severability. If any portion of this Agreement or application thereof to
any person or circumstance shall be declared invalid by a court of competent jurisdiction
or if it is found in contravention of any federal, state or county statute, ordinance or
regulation the remaining provisions of this Agreement or the application thereof shall not
be invalidated thereby and shall remain in full force and effect to the extent that the
provisions of this Agreement are severable.
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11.14 Nondiscrimination. During the performance of this Agreement,
Contractor and its officers, employees, agents, representatives or subcontractors shall
not unlawfully discriminate in violation of any federal, state or local law, rule or
regulation against any employee, applicant for employment or person receiving services
under this Agreement because of race, religion, color, national origin, ancestry, physical
or mental handicap, medical condition (including genetic characteristics), marital status,
age, political affiliation or sex. Contractor and its officers, employees, agents,
representatives or subcontractors shall comply with all applicable Federal, State and
local laws and regulations related to non-discrimination and equal opportunity, including
without limitation the County’s nondiscrimination policy; the Fair Employment and
Housing Act (Government Code sections 12900 et seq.); California Labor Code
sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as
amended; and all applicable regulations promulgated in the California Code of
Regulations or the Code of Federal Regulations.
11.15 Notice. Any notice, communication, amendment, addition or deletion to
this Agreement, including change of address of either party during the term of this
Agreement, which Contractor or Customer shall be required or may desire to make shall
be in writing and may be personally served or, alternatively, sent by prepaid first class
mail to the respective parties as follows:
To Customer: County of Fresno
Director of Internal Services/Chief Information Officer
333 W Pontiac Way
Clovis, CA 93612
To Contractor: Sharon A Zachte, President
Megabyte Systems, Inc.
2630 Sunset Blvd Suite 100
Rocklin, CA 95765
11.16 Conflicts. Contractor agrees that it has no interest and shall not acquire
any interest direct or indirect which would conflict in any manner or degree with the
performance of the work and services under this Agreement.
11.17 Advice of Attorney. Each party warrants and represents that in
executing this Agreement, it has received independent legal advice from its attorneys or
the opportunity to seek such advice.
11.18 Enforcement. If either party shall bring an action of any nature against
the other party by reason of the breach of any provision of this Agreement, or otherwise
arising out of this Agreement, whether for declaratory or other relief, the prevailing party
in such action shall be entitled to such party’s reasonable expenses relating to such
action, including its costs of suit and attorneys’ fees.
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11.19 Dispute Resolution. In the event of any dispute, claim, question, or
disagreement arising from or relating to this agreement or the breach thereof, the
parties hereto shall use their best efforts to settle the dispute, claim, question, or
disagreement. To this effect, they shall consult and negotiate with each other in good
faith and, recognizing their mutual interests, attempt to reach a just and equitable
solution satisfactory to both parties. If they do not reach such solution within a period of
90 days, then, upon notice by either party to the other, all disputes, claims, questions, or
differences shall be finally settled by arbitration. The arbitration shall be conducted by a
neutral arbitrator and in accordance with California law, with the parties sharing equally
the costs of arbitration. Judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.
11.20 Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing, between any of the parties herein with respect to
the subject matter hereof and contains all the agreements between the parties with
respect to such matter. Each party acknowledges that no representations,
inducements, promises or agreements, oral or otherwise, have been made by any party,
or anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement, statement or promise not contained in this Agreement shall be valid or
binding.
11.21 Governing Law and Venue. This Agreement shall be deemed to be
made under, and shall be governed by and construed in accordance with, the laws of
the State of California. Any action brought to enforce the terms or provisions of this
Agreement shall have venue in the County of Fresno, State of California.
11.22 Independent Ccontractor. In performance of the work, duties and
obligations assumed by CONTRACTOR under this Agreement, it is mutually understood
and agreed that CONTRACTOR, including any and all of the CONTRACTOR'S officers,
agents, and employees will at all times be acting and performing as an independent
contractor, and shall act in an independent capacity and not as an officer, agent,
servant, employee, joint venture, partner, or associate of the COUNTY. Furthermore,
COUNTY shall have no right to control or supervise or direct the manner or method by
which CONTRACTOR shall perform its work and function. However, COUNTY shall
retain the right to administer this Agreement so as to verify that CONTRACTOR is
performing its obligations in accordance with the terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law
and the rules and regulations, if any, of governmental authorities having jurisdiction over
matters the subject thereof.
Because of its status as an independent contractor, CONTRACTOR shall have
absolutely no right to employment rights and benefits available to COUNTY employees.
CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its
employees all legally-required employee benefits. In addition, CONTRACTOR shall be
solely responsible and save COUNTY harmless from all matters relating to payment of
CONTRACTOR'S employees, including compliance with Social Security withholding
and all other regulations governing such matters. It is acknowledged that during the
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term of this Agreement, CONTRACTOR may be providing services to others unrelated
to the COUNTY or to this Agreement.
11.23 Disclosure of Self-Dealing Transactions. This provision is only applicable if the
CONTRACTOR is operating as a corporation (a for-profit or non-profit corporation) or if
during the term of this agreement, the CONTRACTOR changes its status to operate as
a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or
performing services under this agreement. A self-dealing transaction shall mean a
transaction to which the CONTRACTOR is a party and in which one or more of its
directors has a material financial interest. Members of the Board of Directors shall
disclose any self-dealing transactions that they are a party to by completing and signing
a Self-Dealing Transaction Disclosure Form (Exhibit C) and submitting it to the
COUNTY prior to commencing with the self-dealing transaction or immediately
thereafter.
1 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day
2 and year first hereinabov
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6 Date: __ 0 _3 __ · ;_6_· _'/ _____ _
7 ".).~
8 Nicholas Betts, Secretary
9 Date : __ C/3-=--· _Jb_·_1 7-'------
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Megabyte, Inc .
2630 Sunset B lvd, Suite 1 00
Rocklin , CA 95677
F OR ACC OUNTING USE ONLY
FUND : 1 020
SUBC L ASS : J.OOOO l'tDOO
ORG NO . : ~ f:Ao€1
ACC OUN T NO. : ..7-J-l-l 85D 0
p ~0 '-II. kr" tJ 0 . . ()11'~ u
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Brian Pacheco
Chairman, Board of Supervisors
Date: L\ -0--.5 -\ f
Bern ice E. Seidel
Clerk , Board of Supervisors
By : ~~ ~?bo p
DEPUTY
aul Dictos, CPA, Assessor-Recyrder
f}p.~;t~~ ~ ~0£ 1-
APPROVED AS TO LEGAL FORM
Daniel C . Cederborg
County Counsel ~
By : ~L ~
~ DEPUTY
APPROVED AS TO ACCOUNTING FORM
Oscar J . Garcia, CPA
Auditor -Controllerrrreasurer-Tax Coll ector
EXHIBIT A
SPECIFICATIONS
Page 1 of 7
MPTS Provides
A fully integrated California property tax system to meet the Client’s
ongoing needs.
A robust system developed and maintained in compliance with California
Revenue and Taxation Code.
User-Friendly interfaces
Reports linked to dynamic data sources
Administrative interfaces to ensure maximum adaptability within the
system.
Integration adapter to facilitate a seamless interaction between all
components of the system.
Training and user documentation provided by Megabyte.
Use of the knowledge and experience of Megabyte and their staff.
BASE MPTS SYSTEM
Assessor Functions
MPTS provides a fully integrated Assessor’s system that meets requirements set
forth by California Revenue and Taxation Code, including but not limited to:
Online updating until the day before roll turnovers – eliminates many tax
roll corrections
Parameter driven – resource files define common parameters
Online roll corrections and escapes (including refunds) for current and
delinquent rolls
History available with online access for documents, ownership,
assessments, values and tax bills
Annual secured and unsecured inflation process
Automatic value notices daily for supplemental assessments
Automatic proration of supplemental assessments
Appraisal worksheets
Tracking of “Prop 8” and construction in progress
Automatic supplemental billing after 30 days of value notice
Physical characteristics frozen at time of sale with sale comp data
Comparable sales program has ability to capture comments and
comparables electronically
Management audit reports
Secured, unsecured and supplemental tax roll inquiry functions including
current and redemption rolls
SPECIFICATIONS EXHIBIT A
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County-specified years of tax bill history online for inquiry
Williamson Act and Timber Preserve sub-systems
Personal property sub-system
Automatic secured notification of assessment valuation
Prop 111 reporting
User documentation
Value updating available year round (new lien date)
Image inquiry and viewing (e.g. maps, deeds, office documents, etc.)
Import / export capabilities
Base year tracking
Electronic queues which improve workflow and time
Electronic transfer of change of ownership to appraisal queues
Valued parcels electronically transfer to review queue (Chief Appraiser)
Review queue transfer to automated value update
Permits enter appraisal queue automatically (permit data captured,
supplemental created and electronic review of the permit)
Deeds, assessor maps, business property statements, miscellaneous
documents, Excel spreadsheets, .PDF & tiff images can be assigned to
each parcel/document for storage & review
Aircraft valuation which allows transfer of calculated values from Blue
Book into the system for enrollment
Manufactured home valuation allows automated enrollment of values
based on AH531 cost data and annual comparison of home values for
decline in value review
Roll Corrections electronically submitted to Auditor
Roll Correction and escape notice automation
Exemption tracking and reporting
Multi-level security
Ad-hoc query and reporting function directly from user interface
Electronic Building Permit import and process
SPECIFICATIONS EXHIBIT A
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Auditor Functions
The MPTS solution provides a fully integrated Auditor’s system that meets
requirements set forth by California Revenue and Taxation Code, including but
not limited to:
Apportionment – including negative apportionment (all rolls plus unitary
AB454), separate reporting and controls
Tax Rate Area controls
Tax roll controls and audits with daily reporting of audit control of all roll
changes
Refund issuance (not including checks)
Multi-year rates
User controlled reporting
Resource parameter setup, i.e. tax roll control, low bill limit, etc
Online to date collection information of all roll types (collected,
uncollected, percent collected to date)
Prior year tax bill inquiry
Auditor’s report to the state for homeowners
AB8 process: online establishment and RDA
Direct assessments: PC to server, direct auditor input, file import interface
Roll change function: daily
Value changes to the tax roll with refund information for: new, corrected
bills, roll changes, refunds, supplemental bills (increase in value)
Inactivation of assessments
Auditor control reports
Redemption roll adjustment
Change taxes (auditor only)
Authorized refunds (auditor only)
Cancel penalties
Delinquent maintenance
Change due dates
Secured prorates based on number of days owned
All roll types (secured, unsecured, delinquent roll, SB813, priors) may be
adjusted by a roll change
Inquiry access to tax roll and Assessor’s roll
Import / Export capabilities
Multi-level security
Ad-hoc query and reporting function directly from user interface
Government Acquisition tax roll corrections
Automated fiscal year end rollover process
No dark time for roll correction processing
SPECIFICATIONS EXHIBIT A
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Tax Collector Functions
MPTS provides a fully integrated Tax Collector’s system that meets requirements
set forth by California Revenue and Taxation Code, including but not limited to:
Universal form for all tax bills: online bill production, SB813: secured and
unsecured, roll changes corrected, additional bills, corrected bills, prior
unsecured and prior unsecured SB813
Tax statement forms for original secured and unsecured
CORTAC processing of tax bill requests and mass payment processing
CORTAC processing of annual, supplemental, escape, and corrected tax
payments
Multiple bills to same address – identification and combining of non-lender
bills
Single bills are produced in zip code sequence
Exports of current tax roll, alphabetic index, fee assessment number
index, prior unsecured abstracts
Inquiry and tax information research capabilities online
Redemption process and related delinquency notices
Online collection including: register control, deposit lists, verification of
stub information, automated error processing and reporting, automatic
creation of refunds resulting from overpayment amounts, vendor
information (name and address) and online audit records
Remittance processing interface with real-time payment posting in
conjunction with RT Lawrence
Add and collect various fees, including non-parcel fees
Cashiering system
Automated 5-year pay plans on delinquency and related notices
Fully integrated delinquency roll with automated roll change functions
Online collection information for all roll types (collected / uncollected /
percentage collected to date)
DMV reporting and export of delinquent vessels
Unsecured partial payment processing
No interest and interest escape payment plans
Lien process and related notices
Delinquency notices – all rolls
Produces publish delinquency list – criteria set by the county for 1 or 3
year publish listing
Bankruptcy module, collection, and reporting
Automatic transfer of unpaid mobile homes to unsecured delinquent roll
Discharge of accountability, roll changes for NSF, misapplied payments,
penalty cancellations, due date changes
Redemption Roll Maintenance
Document generation for daily over / short letters
SPECIFICATIONS EXHIBIT A
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Retain valid ownership data despite assessment splits and segregations
Online inquiry of payoff details
Online inquiry of payment plan status
Import / Export capabilities
Electronic Tax Lien interface with Recorder – Standardized function
available – dependant upon Recorder’s system’s ability to work with the
MPTS standard process
Multi-level security
Ad-hoc query and reporting function directly from user interface
Record Retention
ADDITIONAL MPTS MODULES
The following MPTS modules will be provided for an additional licensing/support
and support fees:
Assessor and Tax Collector - MPTS Web Modules
(Subject to annual support costs)
Assessor and Tax Collector Public Access
Assessor and Tax Collector Agency Access
Web bill print for Tax Collector for Current Year/Two Prior Years
Aircraft/Boat inquiry by CF or N number for the Assessor
Assessor - Online Business Property Filing (OBPF)
(Subject to one-time purchase cost + annual support)
This application provides for the ability for County business taxpayers to file their
571L, 571A and 571F personal property forms via the web
The features include:
Previous year costs & net change
View/Print of completed form
Extraction of data for web access
Audit reports
Import/merge of filed data to the personal property system
Images/pdf retained of the filed statements with access via the personal
property subsystem
SPECIFICATIONS EXHIBIT A
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Clerk of the Board/Assessor – Assessment Appeals Module (COB)
(Subject to annual support costs)
The features include:
Hearing Processing
Appeals Board Definition
Hearing Scheduling and Confirmation requests
Enter Hearing Results
Creates Appeals Board Agenda
Creates Appeals Board Minutes
Reporting
Notices
Agenda
Hearing Minutes
Export Available
System Features
Assign notes for event tracking
Assign Applications to “Groups” for processing
Status Tracking
The following status events are tracked in the Assessment Appeals Process.
Custom events can also be added to handle work-flow events by the Clerk of the
Board and Assessor’s offices.
Filing an Appeal
Submitted (Submitted via the web but not accepted by the COB)
Returned (Submitted but returned for corrections)
Paid (An appeal fee has been paid)
Appeal (An appeal has been “Returned” but applicant wants hearing with
Appeal Board)
Filed (Appeal accepted by the COB as being filed)
Withdrawn
Withdraw (Applicant requested)
Withdraw-Apr (Appraiser/Assessor approved withdrawal request)
Stipulation
Stipulation (Agreed upon with applicant)
Stipulation-ASR (Agreed upon by Assessor)
Stipulation- CC (Agreed/reviewed by County Counsel)
SPECIFICATIONS EXHIBIT A
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Hearing Scheduling
Hearing (A hearing has been scheduled)
Confirmation (A hearing has been confirmed by the applicant)
Waiver (The applicant has signed/agreed to a 2-year waiver)
Postponement (The hearing date has been postponed)
Appeals Board
Sustained (Assessor’s value has been sustained)
Increased (The Roll value has been increased)
Decreased (The Roll value has been reduced)
No-show (The applicant did not appear at hearing)
Continuance (The board continued the hearing to another date)
Reconsideration (The applicant requests reconsideration of a board ruling)
CERTNA – Lien Export
CERTNA provides the County the ability handle the exporting and importing of
Lien Certificates, Releases and Removals which are processed electronically
between CERTNA, the Clerk Recorder and MPTS while retaining the ability to
print any record if needed.
HOX OCR Scanning
HOX OCR Provides the County with the ability to Scan, Read and import images
related to HOX (homeowners exemption).
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EXHIBIT B
PROJECT PLAN
Within 30 days of execution, Megabyte Systems and Fresno County will hold a
kick-off meeting to designate personnel and develop a mutually agreeable project
plan, including finalizing scope of work and implementation schedule. The work
plan will address following five (5) phases for implementation, and is subject to
Fresno County being able to deliver data samples within 30 days from the kick -
off date:
General Design Analysis / Environment Setup / Special Requirements
Data Conversion
System Testing Phase
Training / Implementation
Go Live Phase
General Design Analysis/ Environment Setup / Special Requirements
This phase of the project will focus on the hardware / 3 rd party software required,
identify & define interfaces required, data conversion processes needed, and
hardware/security configurations.
Activities
Project Management Team, establish objects and targets
Hardware/Software Configuration (including user naming schemes)
Security will be planned
Data assessment / conversion processes & mapping requirements
(coding scheme translations, etc)
Hardware / software will be obtained by the County during this phase.
Internet access at T1 minimum speeds between County and Megabyte Systems
is required for conversion and testing phases as well as for on-going support and
maintenance. This is the County’s responsibility to provide.
The database utilized will be a currently Microsoft supported MS-SQL server.
Megabyte will provide setup, tailoring and tuning for the SQL database.
PROJECT PLAN EXHIBIT B
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MS-OS Setup / network connections are the responsibility of the County.
However, Megabyte will provide any support / assistance requested by the
County remotely. On-site support is available to the County at an additional cost
as listed under the maintenance agreement.
Megabyte Systems will work with the County to determine hardware, 3 rd party
software, disk space requirements. All hardware & 3 rd party software are County
responsibility.
Megabyte Systems will work with the County to determi ne if any Custom
development services are desired by the County for program functionality not
currently available in the base MPTS system (as described in Exhibit A), will be
billable to the County at the hourly rate of $100.00 (to be billed on a monthly
basis, for actual hours worked). The scope of work shall be pre -approved by the
County based on a fit gap analysis between the County and Contractor.
Assumptions
The County will ensure adequate participation in the work session of end user
representatives which are (a) knowledgeable in the requirements and (b) have
the authority to make determinations as necessary relating to requirements. The
County will ensure that County decisions are made in a timely manner.
Data Conversion
This phase of the project will focus on the mapping and conversion requirements
of the County data to Megabyte data structure.
Megabyte Systems will convert the County’s data * with the County providing the
data in a format specified by Megabyte. If desired, the County may supply the
data in its own format on a flat file and Megabyte will perform the formatting as
needed. This conversion would be done under a time and expense agreement at
an hourly rate of $100.00, with a cap on this cost of $450,000.00. This cap
excludes the conversion of history. Data to be converted under the $450,000.00
cap shall be four (4) years of value history and ownership history (if available for
conversion in current system), four (4) years sales history, and one (1) year of
tax roll history. As directed by the County, historical data may be converted as
desired at the hourly rate of $100.00.
*All delinquent data is considered current County data.
PROJECT PLAN EXHIBIT B
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Factors that impact the cost of conversion are:
Quality of the data to be converted
Source of the data
History required
Knowledge of people to assist in identifying data issues
Conversion Responsibilities
The County will provide existing data and corresponding data format (s). The
County will be responsible for extracting and providing legacy data to Megabyte.
Megabyte will map and convert the data into MPTS data structure and provide
validation reports and information to the County.
Results
Clean converted County data will be loaded to the MPTS database for the
system testing phase.
A system test plan document will be developed for each department.
County Assumptions
The County will provide only clean, complete data
Each conversion step will be executed in a manner that is auditable (i.e.
all data will be accounted for).
The County will provide representative samples of data to be converted for
use during the development of the database. Clean, converted County
data will be available for the system testing phase.
County will provide personnel familiar with the end-user functionality to
working with Megabyte Systems, Inc during the conversion and testing
phases to ensure complete accuracy of the converted data
Megabyte Assumptions
All data provided will be successfully converted.
Megabyte will provide County with a test script and plan for user
acceptance testing.
PROJECT PLAN EXHIBIT B
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System Testing
System testing and acceptance will be conducted jointly between County and
Megabyte prior to the prescribed “Installation Date”. This includes:
Inquiry validation of the County’s pre-conversion data within MPTS
Detailed balancing reports and worksheets to validate value, counts,
paid/unpaid taxes and total charge.
Formal User Acceptance of converted data.
Training / Implementation
Class Room User training is conducted for any personnel designated by
the County at Megabyte's facility in Rocklin.
We will utilize web training for ‘GoToMeeting‘ County Personnel;
‘GoToAssist’ will be utilized also for train the trainer classes. This enables
the users to actually use the screens with an instructor monitoring the
effort. Megabyte also provides training at its Rocklin facility as well as
simultaneous on-line training for most classes if preferred. The annual
maintenance contract provides for training classes, at no charge, through
out the year. On-site visits are available from Megabyte at County request
as part of additional service fees as covered in the maintenance
agreement
Production system meets acceptance testing
Final data conversion acceptance is complete
Go Live Phase
The final results: production implemented system.
Maintenance / Support begins 30 days after “Installation Date”.
PROJECT PLAN EXHIBIT B
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Project Timelines
**Work Days
Phase 1: General Design Analysis / Environment Setup 90
Phase 2: Data Conversion 210
Phase 3: System Testing 10
(10 days system & user acceptance test)
Phase 4: Training 5
Phase 5: Implementation / ”Installation Date” 10
(7 days for final database creation; 3 for verification)
**Both parties acknowledge that “Work Days” are estimates based on previous
installations. Final work days will be determined in the Scope of Work which will
be a mutually agreeable work document developed by Megabyte Systems, Inc.
and County of Fresno, once data has been delivered and analyzed for
conversion.
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Exhibit C
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors must disclose any self -dealing transactions that
they are a party to while providing goods, performing services, or both for the County. A self -
dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the co rporation is a party and in
which one or more of its board members has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member’s name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member’s company/agency name and address.
(3) Describe in detail the nature of the self -dealing transaction that is being disclosed to
the County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the
transaction; and
b. The nature of the material financial interest in the Corporation’s transaction that
the board member has.
(4) Describe in detail why the self -dealing transaction is appropriate b ased on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self -dealing
transaction described in Sections (3) and (4).
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(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: Date: