Information Systems Advisory Body
County of Los Angeles

CHAIRMAN
Michael P. Judge
Public Defender

June 10, 2008

CHAIR PRO TEM
John Ruegg
Director, ISAB

Felix Basadre
Assistant Director
(562) 403-6505

The Honorable Board of Supervisors
County of Los Angeles
383 Kenneth Hahn Hall of Administration
500 West Temple Street
Los Angeles, California 90012

Ali Farahani
Director, Integration Services
(562) 403-6513

Dear Supervisors:

ISAB
John Ruegg
Director
(562) 403-6501

Marcus Leon
Director, Project Development
(562) 403-6527
Noble B. Kennamer, Jr.
Legal Director
(562) 403-6650
12750 Center Court Drive
Suite 500
Cerritos, CA 90703

APPROVAL OF AGREEMENT BETWEEN THE COUNTY OF LOS
ANGELES AND CAPITA TECHNOLOGIES, INC. FOR THE
UPGRADE OF THE CONSOLIDATED CRIMINAL HISTORY
REPORTING SYSTEM
(ALL DISTRICTS) (3-VOTES)

MEMBERS
Lee Baca
Sheriff
John Clarke
Executive Officer/Clerk
L.A. Superior Court
Steve Cooley
District Attorney
Janice Fukai
Alternate Public Defender
William T. Fujioka
Chief Executive Officer
Michael P. Judge
Public Defender
Robert B. Taylor
Chief Probation Officer
Randy Adams
President, Police Chiefs’ Association
Dr. Lakshmanan Sathyavagiswaran
Chief Medical/Coroner
Department of the Coroner
Richard Sanchez
Acting Chief Information Officer
Tom Tindall
Interim Director, Internal Services
Department
William J. Bratton
Chief of Police, City of Los Angeles

CIO RECOMMENDATION: APPROVE (X) APPROVE WITH
MODIFICATION ( )
DISAPPROVE ( )
SUBJECT:
This agreement (Agreement) is between the County of Los Angeles
(County) on behalf of Information Systems Advisory Body (ISAB) and
Capita Technologies Inc. (Capita) for the upgrade of the Consolidated
Criminal History Reporting System (CCHRS) to a new software and
hardware platform.
IT IS RECOMMENDED THAT YOUR BOARD:
Approve and authorize the Director of ISAB to finalize and execute a
services Agreement with Capita for the upgrade of CCHRS to a new
software and hardware platform for a contract term not to exceed two
(2) years with a maximum County obligation of $773,500, of which,
$573,500 is reserved for the required CCHRS upgrade and up to
$200,000 is allocated as pool dollars for optional services to be
performed by Capita upon County's request.

Countywide Criminal Justice Coordination Committee
DEVELOPING ACCESSIBLE & ACCURATE AUTOMATED JUSTICE INFORMATION SYSTEMS
“To Enrich Lives Through Effective And Caring Service”

Honorable Board of Supervisors
June 10, 2008
Page 2

PURPOSE/JUSTIFICATION OF RECOMMENDED ACTION:
CCHRS provides criminal history records for defendants processed within the County
justice community. The application handles approximately 180,000 subject query
transactions per month and prints 105,000 Record of Arrest and Prosecution sheet
reports per month. CCHRS is a data warehouse with inputs received from multiple
criminal justice systems via a message broker application called PIX. The current
systems delivering data to CCHRS include Trial Court Information System (TCIS),
Juvenile Automated Index (JAI), Automated Jail Information System (AJIS), Prosecutor
Information Management System (PIMS) and State of California Adult Criminal History
System (ACHS).
The current version of CCHRS is operating in a technical environment that is outdated
and no longer supported and is in need of an upgrade, especially in light of the
increasing number of transactions processed. The Agreement will enable the upgrade
of County-owned CCHRS to IBM hardware, the latest versions of Oracle database,
Oracle Application Server, SSA Name(s) port to Identity Systems latest version and
Unix operating system for utilization by the County’s law enforcement community.
Implementation of Strategic Plan Goals:
The recommended Board action is consistent with the County’s Strategic Plan Goal 3,
Organizational Effectiveness which is to ensure that service delivery systems are
efficient, effective and goal-oriented, and Goal 4, Fiscal Responsibility which is to
strengthen the County’s fiscal capacity.
FISCAL IMPACT/FINANCING:
The total amount of this Agreement is $773,500. Funding for all services to be provided
during the term of the Agreement is included in ISAB’s Fiscal Year (FY) 2007-2008
adopted budget and FY 2008-2009 proposed budget. There is no additional net
County cost.

Honorable Board of Supervisors
June 10, 2008
Page 3

FACTS AND PROVISIONS/LEGAL REQUIREMENTS:
The Agreement contains all the latest Board required and policy driven provisions, such
as Consideration of GAIN/GROW Program Participants of Employment, Compliance
with Jury Service Program, Safely Surrendered Baby Law, the County's Quality
Assurance Plan, Assignment and Delegation, the County's Child Support Compliance
Program and Budget Reductions. The Agreement also contains certain information
technology provisions to protect the County in the event of Capita's deficient
performance and/or breach of warranties, including warranties, intellectual property
indemnification and deliverable payment withholds.
The County’s Chief Information Officer (CIO) has reviewed this Agreement and its
award recommendation as indicated on the attached analysis. In compliance with the
CIO’s guidelines, ISAB will utilize the Information Technology Tracking System (ITTS) to
monitor the project status and contractor’s performance. County Counsel has reviewed
this Agreement and approved it as to form.
CONTRACTING PROCESS:
In May of 2001, using the CIO’s Internet Development Agreement (IDA), Capita was
selected to perform all the necessary programming, testing and production
implementation to web-enable CCHRS and upgrade it to the current version. At that
time, web-enabling CCHRS was a significant body of work requiring expertise in a
variety of technical disciplines. In the process of successfully completing this work within
schedule and budget, Capita gained first hand knowledge of CCHRS programs and
design as well as the underlying business processes. Therefore, given Capita’s
knowledge of CCHRS, coupled with very favorable pricing (same hourly rate of $125.00
as was charged in 2001), ISAB recommends this sole source Agreement for the
proposed CCHRS upgrade.
In addition, County does not have sufficient staff resources to provide the specialized
services required by the Agreement without impacting other critical projects. As a result,
the most viable option for ISAB is to augment existing resources with contract help.
Capita is in the best position to provide the needed expertise required to successfully
upgrade CCHRS in the most cost effective manner.
IMPACT ON CURRENT SERVICES (OR PROJECTS):
This Agreement will support the current level of services and allow ISAB to continue to
successfully upgrade and maintain CCHRS and ensure its availability to the County’s
criminal justice enterprise.

AGREEMENT
BY AND BETWEEN
THE COUNTY OF LOS ANGELES
AND
CAPITA TECHNOLOGIES, INC.
FOR SYSTEM UPGRADE
OF
CONSLIDATED CRIMINAL HISTORY
REPORTING SYSTEM

JUNE 2008

TABLE OF CONTENTS
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.

APPLICABLE DOCUMENTS AND DEFINITIONS ................................................................................. 1
ADMINISTRATION OF AGREEMENT – COUNTY................................................................................ 9
ADMINISTRATION OF AGREEMENT – CONTRACTOR ................................................................... 10
CHANGE NOTICES AND AMENDMENTS ........................................................................................... 13
WORK ........................................................................................................................................................ 14
MILESTONES............................................................................................................................................ 15
TERM ......................................................................................................................................................... 16
CONTRACT SUM ..................................................................................................................................... 16
INVOICES.................................................................................................................................................. 18
WARRANTIES .......................................................................................................................................... 21
SYSTEM OWNERSHIP ............................................................................................................................ 24
ACCEPTANCE OF SYSTEM ................................................................................................................... 25
SYSTEM USE ............................................................................................................................................ 26
INDEMNIFICATION AND INSURANCE ............................................................................................... 27
PROPRIETARY CONSIDERATIONS...................................................................................................... 30
INTELLECTUAL PROPERTY INDEMNIFICATION............................................................................. 31
PROHIBITION AGAINST ASSIGNMENT AND DELEGATION.......................................................... 32
SUBCONTRACTING ................................................................................................................................ 33
DISCLOSURE OF INFORMATION......................................................................................................... 36
CONFIDENTIALITY................................................................................................................................. 36
TERMINATION FOR DEFAULT............................................................................................................. 37
TERMINATION FOR CONVENIENCE................................................................................................... 39
TERMINATION FOR INSOLVENCY...................................................................................................... 39
TERMINATION FOR IMPROPER CONSIDERATION.......................................................................... 40
TERMINATION FOR GRATUITIES........................................................................................................ 41
RECORDS AND AUDITS......................................................................................................................... 41
INDEPENDENT CONTRACTOR STATUS............................................................................................. 42
WARRANTY AGAINST CONTINGENT FEES ...................................................................................... 43
MOST FAVORED PUBLIC ENTITY ....................................................................................................... 43
CONFLICT OF INTEREST ....................................................................................................................... 43
COUNTY'S QUALITY ASSURANCE PLAN .......................................................................................... 44
FORCE MAJEURE .................................................................................................................................... 44
UNLAWFUL SOLICITATION ................................................................................................................. 45
RESOLICITATION OF BIDS AND PROPOSALS .................................................................................. 45
COMPLIANCE WITH APPLICABLE LAWS.......................................................................................... 45
FAIR LABOR STANDARDS .................................................................................................................... 46
NONDISCRIMINATION AND COMPLIANCE WITH CIVIL RIGHTS LAWS ................................... 46
NONDISCRIMINATION IN SERVICES.................................................................................................. 47
NO PAYMENT FOR SERVICES PROVIDED FOLLOWING EXPIRATION /
TERMINATION OF AGREEMENT ......................................................................................................... 48
RESTRICTIONS ON LOBBYING ............................................................................................................ 48
EMPLOYMENT ELIGIBILITY VERIFICATION ................................................................................... 48
HIRING OF EMPLOYEES........................................................................................................................ 49
CONTRACTOR'S WARRANTY OF ADHERENCE TO COUNTY'S CHILD SUPPORT
COMPLIANCE PROGRAM...................................................................................................................... 50

CCHRS UPGRADE

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i

44. TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN COMPLIANCE WITH
COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM.................................................................. 50
45. CONFIDENTIALITY OF CORI INFORMATION ................................................................................... 51
46. NOTICE TO EMPLOYEES REGARDING THE FEDERAL EARNED INCOME CREDIT.................. 51
47. CONTRACTOR RESPONSIBILITY AND DEBARMENT ..................................................................... 51
48. COUNTY AUDIT SETTLEMENTS.......................................................................................................... 53
49. FEDERAL ACCESS TO RECORDS......................................................................................................... 53
50. LICENSES, PERMITS, REGISTRATION, ACCREDITATIONS AND CERTIFICATES ..................... 53
51. NEW TECHNOLOGY ............................................................................................................................... 54
52. NO THIRD PARTY BENEFICIARIES ..................................................................................................... 54
53. GOVERNING LAW, JURISDICTION AND VENUE.............................................................................. 54
54. DISPUTE RESOLUTION PROCEDURE ................................................................................................. 54
55. WAIVER .................................................................................................................................................... 56
56. CONTRACTOR PERFORMANCE DURING CIVIL UNREST AND DISASTER................................. 56
57. DAMAGE TO COUNTY FACILITIES..................................................................................................... 56
58. AUTHORIZATION WARRANTY............................................................................................................ 57
59. FORMS AND PROCEDURES .................................................................................................................. 57
60. MINIMUM AGE, LANGUAGE SKILLS AND LEGAL STATUS OF CONTRACTOR PERSONNEL 57
61. VALIDITY AND SEVERABILITY .......................................................................................................... 57
62. NOTICES.................................................................................................................................................... 58
63. CONTRACT MONITORING AND ENFORCEMENT ............................................................................ 58
64. ARM'S LENGTH NEGOTIATIONS ......................................................................................................... 59
65. NON-EXCLUSIVITY ................................................................................................................................ 59
66. ACCESS TO COUNTY FACILITIES ....................................................................................................... 59
67. COUNTY FACILITY OFFICE SPACE..................................................................................................... 59
68. PHYSICAL ALTERATIONS .................................................................................................................... 60
69. CONTRACTOR'S OFFICES...................................................................................................................... 60
70. DELIVERY AND RISK OF LOSS ............................................................................................................ 60
71. STAFF PERFORMANCE WHILE UNDER THE INFLUENCE.............................................................. 60
72. TIME IS OF THE ESSENCE ..................................................................................................................... 60
73. CAPTIONS AND PARAGRAPH HEADINGS......................................................................................... 60
74. NOTICE OF DELAYS ............................................................................................................................... 60
75. COUNTY POLICY REGARDING RECYCLED PAPER......................................................................... 61
76. COMPLIANCE WITH COUNTY'S JURY SERVICE PROGRAM ......................................................... 61
77. SURVIVAL

CCHRS UPGRADE

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ii

EXHIBITS

Exhibit A

–

Statement of Work

Attachment A.1 – System Upgrade Tasks
Attachment A.2 – Performance Requirements
Attachment A.3 – Acceptance Criteria
Exhibit B

–

Optional Services

Exhibit C

–

Schedule of Payments

Exhibit D

–

Administration of Agreement

Exhibit E

–

Employee Acknowledgment, Confidentiality and Assignment
Agreement

Exhibit F

–

Contractor’s EEO Certification

Exhibit G

–

Confidentiality of CORI Information

Exhibit H

–

Safely Surrendered Baby Law

CCHRS UPGRADE

MAY 2008
iii

AGREEMENT BETWEEN
COUNTY OF LOS ANGELES
AND
CAPITA TECHNOLOGIES, INC.
FOR SYSTEM UPGRADE
OF
CONSOLIDATED CRIMINAL HISTORY REPORTING SYSTEM

THIS AGREEMENT is made and entered into this _________ day of June, 2008, by and between
the County of Los Angeles (hereinafter “County”) and Capita Technologies, Inc., a California
corporation (hereinafter “Contractor”).

RECITALS
WHEREAS, County's Information Systems Advisory Body (hereinafter “ISAB”) has a need for
upgrading the existing County-wide Consolidated Criminal History Reporting System (hereinafter
"CCHRS") to the latest version of the underlying system software and certain optional services as
requested by County; and
WHEREAS, County is authorized to contract with private businesses for such system and services
when certain requirements are met pursuant to Los Angeles County Code Chapters 44.7 and 2.121;
and
WHEREAS, Contractor is engaged in the business of developing and maintaining applications and
providing maintenance and support therefor; and
WHEREAS, Contractor is duly qualified to engage in the business of providing the required as set
forth hereunder and warrants that it possesses the competence, expertise and personnel necessary to
provide such services; and
WHEREAS, County's Board of Supervisors determined that it is cost effective to contract for the
services contemplated by this Agreement.
NOW THEREFORE, in consideration of the mutual promises, covenants and conditions set forth
herein, County and Contractor agree as follows:

1.

APPLICABLE DOCUMENTS AND DEFINITIONS

1.1

INTERPRETATION
The provisions of this document, along with Exhibits A, B, C, D, E, F, G and H, all
attached hereto, described in this Paragraph 1.1 below and incorporated herein by
reference, collectively form and throughout and hereinafter are referred to as the
"Agreement". In the event of any conflict or inconsistency in the definition or

CCHRS UPGRADE

MAY 2008
1

interpretation of any word, responsibility, schedule or the contents or description of any
task, subtask, deliverable, goods, service or other work, or otherwise, between the body
of this Agreement and the Exhibits or between the Exhibits, such conflict or
inconsistency shall be resolved by giving precedence first to the body of the Agreement,
and then to the Exhibits according to the following descending priority:
Exhibit A – Statement of Work
Attachment A.1 – System Upgrade Tasks
Attachment A.2 – Performance Requirements
Attachment A.3 – Acceptance Criteria
Exhibit B – Optional Services
Exhibit C – Schedule of Payments
Exhibit D – Administration of Agreement
Exhibit E – Employee Acknowledgment, Confidentiality and Assignment
Agreement
Exhibit F – Contractor’s EEO Certification
Exhibit G – Confidentiality of CORI Information
Exhibit H – Safely Surrendered Baby Law
1.2

Entire Agreement
The body of this Agreement, together with the Recitals and all Exhibits, Attachments
and Schedules, as further defined in Paragraph 1.1 (Interpretation) above, constitutes
the complete and exclusive statement of understanding between the parties and
supersedes all previous and contemporaneous agreements, whether written or oral,
and any and all communications and negotiations between the parties relating to the
subject matter of this Agreement.

1.3

Definitions
The terms and phrases in this Paragraph 1.3 in quotes and with initial letter
capitalized, where applicable, shall have the meanings set forth below when used in
this Agreement, throughout and hereafter.
Acceptance Criteria
As used herein, the term “Acceptance Criteria” shall mean the conditions for County's
acceptance of the Deliverables under the Statement of Work, as set forth in
Attachment A.3 (Acceptance Criteria).
Acceptance Test
As used herein, the term "Acceptance Test(s)", whether singular or plural, shall mean
any or all of the tests conducted under Task 4 (User Testing) of Exhibit A (Statement
of Work), including Reliability Test, Functional Test and Stress Test.

CCHRS UPGRADE

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2

Application Software
As used herein, the term “Application Software” shall mean the Existing Software
and all Modifications thereto resulting from the System Upgrade and any Optional
Services provided by Contractor under this Agreement.
Board of Supervisors
As used herein, the term "Board of Supervisors" shall mean County’s Board of
Supervisors, which is the governing body of County.
Business Day(s)
As used herein, the term "Business Day(s)", whether singular or plural, shall mean
Monday through Friday, excluding County observed holidays, unless stated
otherwise.
Consolidated Criminal History Reporting System; CCHRS
As used herein, the terms "Consolidated Criminal History Reporting System" and
"CCHRS" shall have the same meaning as "System" defined in this Paragraph 1.3
below.
Contract Sum
As used herein, the term "Contract Sum" shall mean the maximum total monetary
amount payable by County to Contractor hereunder, as set forth in Paragraph 8.1
(Maximum Contract Sum). The Contract Sum shall not be adjusted for any costs or
expenses whatsoever of Contractor.
Contractor's Key Personnel
As used herein, the term "Contractor's Key Personnel" shall have the meaning set
forth in Paragraph 3.1 (Contractor's Administration of Agreement).
Contractor’s Project Director
As used herein, the term "Contractor’s Project Director" shall have the meaning set
forth in Paragraph 3.2.1 (Contractor’s Project Director).
Contractor’s Project Manager
As used herein, the term "Contractor’s Project Manager" shall have the meaning set
forth in Paragraph 3.2.2 (Contractor’s Project Manager).

CCHRS UPGRADE

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3

County
As used herein, the term "County" shall have the meaning set forth in the Preamble of
the Agreement.
County Materials
As used herein, the term “County Materials” shall have the meaning set forth in
Paragraph 15.1 (County Materials).
County's Contract Administrator
As used herein, the term "County's Contract Administrator" shall have the meaning
set forth in Paragraph 2.2.3 (County's Contract Administrator).
County’s Key Personnel
As used herein, the term "County's Key Personnel" shall have the meaning set forth in
Paragraph 2.1 (County's Administration of Agreement).
County’s Project Director
As used herein, the term "County’s Project Director" shall have the meaning set forth
in Paragraph 2.2.1 (County’s Project Director).
County’s Project Manager
As used herein, the term "County’s Project Manager" shall have the meaning set forth
in Paragraph 2.2.2 (County’s Project Manager).
Day(s)
As used herein, the term "day(s)", whether singular or plural, shall mean calendar
day(s) and not business day(s) unless otherwise expressly specified.
Deficiency; Deficiencies
As used herein, the term "Deficiency(ies)", whether singular or plural, shall mean and
include, as applicable, any malfunction, error or defect in the design, development,
implementation, materials and/or workmanship; any failure to meet or comply with,
or deviation from, the Specifications including Performance Requirements and
Acceptance Criteria, mutually agreed upon standards, industry standards or any other
representations or warranties by Contractor under this Agreement the System,
services relating to System Upgrade or any other work provided by Contractor
hereunder (other than a defect, error, non-compliance or deviation caused by actions
of County, including County modification of Source Code), which results in the
System, in whole or in part, not performing in accordance with its specifications or
CCHRS UPGRADE

MAY 2008
4

documentation. The term Deficiency shall not apply to defects, errors, omissions or
deviations in the Third Party Software. Any disputes with respect to Deficiencies
shall be resolved in accordance with the Dispute Resolution Procedure.
Deliverable(s); deliverable(s)
As used herein, the terms "Deliverable(s)" and "deliverable(s)", whether singular or
plural, shall mean items and/or services provided or to be provided by Contractor
under this Agreement, including numbered Deliverable(s) in Exhibit A (Statement of
Work).
Department
As used herein, the term "Department" shall mean County's Information Systems
Advisory Body (ISAB).
Development Environment
As used herein, the term “Development Environment” shall mean the environment for
developing the Application Software as necessary to perform System Upgrade,
including programming Modifications to the Existing Software and performing other
services relating to System Upgrade, under Task 2 (Perform System Upgrade in
Development Environment) under Exhibit A (Statement of Work).
Director
As used herein, the term "Director" shall mean the Director of County’s Information
Systems Advisory Body.
Dispute Resolution Procedure
As used herein, the term "Dispute Resolution Procedure" shall mean the provisions of
Paragraph 54 (Dispute Resolution Procedure) describing the procedure for resolving
the disputes arising under or with respect to this Agreement.
Effective Date
As used herein, the term "Effective Date" shall mean the date of execution of this
Agreement by the authorized representative(s) of each of County and Contractor.
Existing Software
As used herein, the term "Existing Software" shall mean the Application Software
owned and currently operated by County in the existing System environment,
including, but not limited to, source code, object code, and related documentation.

CCHRS UPGRADE

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5

Final Acceptance
As used herein, the term "Final Acceptance" shall mean County’s written approval in
accordance with the terms of this Agreement of Deliverable 6 (Final Acceptance) of
Exhibit A (Statement of Work).
Fixed Hourly Rate
As used herein, the term "Fixed Hourly Rate" shall mean the hourly rate, specified in
Section II (Optional Services) of Exhibit C (Schedule of Payments), at which
Contractor shall provide Optional Services pursuant to Exhibit B (Optional Services)
and Paragraph 5.3 (Optional Services) below.
Go-Live
As used herein, the term “Go-Live” shall mean the first Production Use of the System
following County’s approval of Deliverable 5 (Certificate of Readiness for
Production Environment) of Exhibit A (Statement of Work).
Implementation Cost
As used herein, the term “Implementation Cost” shall mean the total cost for
provision by Contractor of System Upgrade under the Statement of Work.
Implementation Plan
As used herein, the term "Implementation Plan" shall mean a detailed plan for
performing System Upgrade under this Agreement delivered to County pursuant to
Subtask 1.1 (Develop Implementation Plan) of Exhibit A (Statement of Work).
Maximum Fixed Price
As used herein the term "Maximum Fixed Price" shall mean County's maximum
obligation for performance by Contractor of Optional Services for any Scope of Work
approved by County in accordance with the terms of Exhibit B (Optional Services).
Milestone
As used herein, the term "Milestone" shall have the meaning set forth in Paragraph
6.2 (Milestones).
Modifications
As used herein, the term "Modifications" shall mean the software modifications to the
Existing Software and other services relating to System Upgrade, including, but not
limited to, source code, object code and related documentation.

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6

Performance Requirements
As used herein, the term "System Performance Requirements" shall mean the parties'
requirements for the performance of work under this Agreement, including System
Upgrade.
Pool Dollars
As used herein, the term "Pool Dollars" shall mean the maximum amount allocated
under this Agreement for the provision by Contractor of Optional Services by a
Change Notice or an Amendment without increasing the Contract Sum.
Production Environment
As used herein, the term “Production Environment” shall mean the environment for
Production Use of the System subsequent to the System Upgrade under Task 5
(Perform System Upgrade in Production Environment) of Exhibit A (Statement of
Work).
Production Use
As used herein, the term "Production Use" shall mean the actual use of the System for
performance of County’s normal business operations.
Schedule of Payments
As used herein, the term "Schedule of Payments" shall mean prices for Deliverables,
rates and fees identified in Exhibit C (Schedule of Payments).
Specifications
As used herein, the term “Specifications” shall mean any or all of the following, as
applicable:
i.
ii.
iii.
iv.
v.

vi.

The provisions of Exhibit A (Statement of Work), including all Attachments
thereto, and Exhibit B (Optional Services);
The specifications for CCHRS following System Upgrade;
Acceptance Criteria for Contractor's performance of the Deliverables under the
Statement of Work;
Performance Requirements for Contractor's provision of services under this
Agreement;
All specifications provided by Contractor under the Agreement, including, but
not limited to, Implementation Plan, design documents, documentation, training
materials, and any Scope of Work for Optional Services;
Any other representations made by Contractor to County during System
Upgrade or the provision of Optional Services under the Agreement.

CCHRS UPGRADE

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7

State
As used herein, the term "State" shall mean the State of California.
Statement of Work
As used herein, the term "Statement of Work" shall mean the work provided by
Contractor pursuant to this Agreement identified in terms of Tasks, Subtasks and
Deliverables in Exhibit A (Statement of Work) with all Attachments thereto.
System
As used herein, the term "System" shall mean all System Hardware, System Software
and services described in this Agreement and as otherwise agreed to by County and
Contractor, collectively comprising CCHRS.
System Hardware
As used herein, the term "System Hardware" shall mean the hardware provided by
County for System Upgrade, including performance by County of Task 4 (User
Testing) and by Contractor of Task 5 (Performance System Upgrade in Production
Environment).
System Software
As used herein, the term "System Software" shall mean the software, including but
not limited to available source code, object code and related documentation, provided
by Contractor under this Agreement or by County in accordance with Contractor's
specifications, which shall consist of Application Software and Third Party Software.
System Upgrade
As used herein, the term "System Upgrade" shall mean the services and product of
such services, including Application Software, to be provided by Contractor, relating
to upgrading the Existing Software to a new platform in accordance with Exhibit A
(Statement of Work) and all Attachments thereto, including but not limited to,
evaluation of the existing System environment, implementation and configuration of
new System Software, data migration and conversion, testing, any necessary
Modifications and training.
Task; task; Subtask; subtask
As used herein, the terms "Task", "task", "Subtask" and "subtask" shall mean one of
the areas of work to be performed under this Agreement, including those identified as
numbered Tasks and Subtasks in Exhibit A (Statement of Work).

CCHRS UPGRADE

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8

Test Environment
As used herein, the term “Test Environment” shall mean the environment set up by
County for testing the System Upgrade under Task 4 (User Testing) of Exhibit A
(Statement of Work).
Third Party Software
As used herein, the term "Third Party Software" shall mean the software provided by
County as part of the System Software for the purpose of System Upgrade and
Production Use of the System.
Warranty Period
As used herein, the term "Warranty Period" shall have the meaning set forth in
Paragraph 10.1 (Warranty Period).
2.

ADMINISTRATION OF AGREEMENT - COUNTY

2.1

COUNTY’S ADMINISTRATION OF AGREEMENT
All persons administering this Agreement on behalf of County and listed in this
Paragraph 2 below (hereinafter "County's Key Personnel") are identified in Section I
(County's Key Personnel) of Exhibit D (Administration of Agreement). Unless
otherwise specified, reference to each of the persons listed in such Section I (County's
Key Personnel) of Exhibit D (Administration of Agreement) shall also include his/her
designee. County will notify Contractor in writing of any change in the names and/or
addresses of the County's Key Personnel.
No member of County's Key Personnel is authorized to make any changes in any of
the terms and conditions of this Agreement other than those specifically authorized
under Paragraph 4 (Change Notices and Amendments).

2.2.1

County's Project Director
County’s Project Director will be responsible for ensuring that the objectives of this
Agreement are met. County’s Project Director will have the right at all times to
inspect any and all tasks, subtasks, deliverables, services relating to System Upgrade,
Optional Services and any other work provided by or on behalf of Contractor.

2.2.2

County’s Project Manager
County’s Project Manager will be responsible for ensuring that the technical
standards and requirements of this Agreement are met. County’s Project Manager
will advise County’s Project Director as to Contractor’s performance with respect to
requirements and technical standards. County’s Project Manager will interface with
Contractor’s Project Manager on a regular basis.

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9

County’s Project Manager will have the right at all times to inspect any and all tasks,
subtasks, deliverables, services relating to System Upgrade, Optional Services and
any other work provided by or on behalf of Contractor.
2.2.2

County’s Contract Administrator
County’s Contract Administrator will provide direction to Contractor in the areas
relating to County policy, information requirements and procedural requirements.
County’s Contract Administrator interface with Contractor’s Project Manager on a
regular basis.
County’s Contract Administrator will have the right at all times to inspect any and all
tasks, subtasks, deliverables, services relating to System Upgrade, Optional Services
and any other work provided by or on behalf of Contractor.

2.3

COUNTY PERSONNEL
All County personnel assigned to this Agreement shall be under the exclusive
supervision of County. Contractor understands and agrees that all such County
personnel are assigned only for the convenience of County. Contractor hereby
represents that its price, Implementation Plan and performance hereunder are based
solely on the work of Contractor’s personnel, except as otherwise expressly provided
in this Agreement.

2.4

APPROVAL OF WORK
All Tasks, Subtasks, Deliverables, goods, services and other work provided by
Contractor under this Agreement must have the written approval of County’s Project
Director. In no event shall County be liable or responsible for any payment prior to
such written approval.
Notwithstanding the foregoing, the timelines for County's approval of Contractor's
work and Contractor's curing of the problems shall not revise the dates for completion
of Tasks, Subtasks and Deliverables set forth in the Implementation Plan.

3.

ADMINISTRATION OF AGREEMENT - CONTRACTOR

3.1

CONTRACTOR’S ADMINISTRATION OF AGREEMENT
All persons administering this Agreement on behalf of Contractor and listed in this
Paragraph 3 below (hereinafter "Contractor's Key Personnel") are listed in Section II
(Contractor's Key Personnel) of Exhibit D (Administration of Agreement). All staff
employed by and/or behalf of Contractor who will have contact with County
employees, including the persons identified in such Section II (Contractor's Key
Personnel) of Exhibit D (Administration of Agreement), shall be adults who are fully
fluent in both spoken and written English. Contractor shall notify County in writing

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prior to any change in the names and/or addresses of the Contractor’s Key Personnel.
3.2

CONTRACTOR'S KEY PERSONNEL

3.2.1

Contractor's Project Director
Contractor’s Project Director shall be responsible for Contractor’s performance of all
its tasks and subtasks and ensuring Contractor’s compliance with this Agreement.
Contractor’s Project Director shall meet and confer with County’s Project Director on
a regular basis, at least monthly, to review project progress and discuss project
coordination. Such meetings shall be conducted at a time and place convenient to
County’s Project Director.

3.2.2

Contractor’s Project Manager
Contractor’s Project Manager shall be responsible for Contractor’s day-to-day
activities as related to this Agreement and for reporting to County in the manner set
forth in Paragraph 3.4 (Reports by Contractor). Contractor’s Project Manager shall
interface with County’s Project Manager on a regular basis and shall be available
during the Business Days between the hours of 8:00 a.m. and 5:00 p.m., Pacific Time,
for telephone contact and to meet with the Department personnel regarding the
operation of this Agreement.

3.3

APPROVAL OF CONTRACTOR’S STAFF

3.3.1

County has the absolute right to approve or disapprove each member or proposed
member of Contractor’s staff, including, but not limited to, Contractor’s Project
Director and Contractor’s Project Manager, prior to and during their performance of
any work hereunder, as well as so approving or disapproving any proposed deletions
from or other changes in such staff. County’s Project Director may require
replacement of any member of Contractor’s staff performing, or offering to perform,
work hereunder, including, but not limited to, Contractor’s Project Director and
Contractor’s Project Manager. Contractor shall provide County with a resume of
each such proposed initial staff member, including, but not limited to, Contractor’s
Project Director and Contractor’s Project Manager, and proposed substitute and an
opportunity to interview such person prior to his/her performance of any work
hereunder.

3.3.2

In addition, Contractor represents and warrants that it shall use reasonable
commercial efforts to ensure continuity over time of the membership of the group
constituting Contractor’s staff, including, but not limited to, Contractor’s Project
Director and Contractor’s Project Manager. Contractor shall promptly fill any staff
vacancy with personnel having qualifications at least equivalent to those of the staff
member(s) being replaced.

3.3.3

In fulfillment of its responsibilities under this Agreement, Contractor shall utilize, and
permit utilization of, only staff fully trained and experienced, and as appropriate,

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licensed or certified in the technology, trades, tasks and subtasks required by this
Agreement. Contractor shall supply sufficient staff to discharge its responsibilities
hereunder in a timely and efficient manner.
3.3.4

In the event Contractor should ever need to remove any staff from performing work
under this Agreement, Contractor shall provide County with notice at least fifteen
(15) days in advance, except in circumstances in which such notice is not possible,
and shall work with County on a mutually agreeable transition plan so as to provide
an acceptable replacement and ensure project continuity.

3.3.5

Background and Security Investigations
At any time prior to or during the term of this Agreement, County may require that all
Contractor staff performing work under this Agreement undergo and pass, to the
satisfaction of County, a background investigation, as a condition to beginning and
continuing to work under this Agreement. County shall use its discretion in
determining the method of background clearance to be used, up to and including a
County performed fingerprint security clearance. The fees associated with obtaining
the background information shall be at the expense of Contractor, whether or not
Contractor’s staff passes or fails the background clearance investigation.

3.3.6

Disqualification, if any, of any of Contractor's staff pursuant to this Paragraph 3.3
shall not relieve Contractor of any of its obligations under this Agreement.

3.4

REPORTS BY CONTRACTOR
In order to control expenditures and to ensure the reporting of all goods, services, and
other work provided by Contractor, Contractor shall provide to County’s Contract
Administrator, with a copy to County’s Project Manager, written weekly and/or
monthly reports which shall include, at a minimum, the following information:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.

Period covered by the report;
Overview of the reporting period;
Tasks, subtasks, deliverables, goods, services and other work scheduled for
the reporting period which were completed;
Tasks, subtasks, deliverables, goods, services and other work scheduled the
reporting period which were not completed;
Tasks, subtasks, deliverables, goods, services and other work not scheduled
for but completed in the reporting period.
Tasks, subtasks, deliverables, goods, services and other work scheduled to
be completed in the next reporting period;
Issues resolved;
Issues to be resolved;
Summary of project status as of reporting date;
Updated milestone chart;
Any other information, which County may from time-to-time require.

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4.

CHANGE NOTICES AND AMENDMENTS

4.1

No representative of either County or Contractor, including those named in this
Agreement, is authorized to make any changes in any of the terms, obligations or
conditions of this Agreement, except through the procedures set forth in this
Paragraph 4.

4.2

County reserves the right to change any portion of the work required under this
Agreement and to any other provisions of this Agreement. All such changes shall be
accomplished only as provided in this Paragraph 4.

4.3

For any change requested by County which does not affect the scope of work, term,
payments, or any term or condition included in this Agreement, a Change Notice shall
be prepared and executed by County’s Project Director and Contractor’s Project
Director. Such changes include revisions to the Statement of Work using Pool
Dollars so long as the Contract Sum is not exceeded.

4.4

Except as otherwise provided in this Agreement, for any change requested by County
which affects the scope of work, term, payments, or any term or condition included in
this Agreement, a negotiated written Amendment to this Agreement shall be prepared
and executed by each of County’s Board of Supervisor’s and Contractor’s authorized
representative.

4.5

Notwithstanding any other provision of this Paragraph 4, to the extent that extensions
of time for Contractor performance do not impact either the scope of work or cost of
this Agreement, County’s Project Director, in his sole discretion, may grant
Contractor extensions of time in writing for the work listed in the Implementation
Plan, provided that such extensions shall not exceed a total of six (6) months beyond
the term of this Agreement.

4.6

Notwithstanding any other provision of this Paragraph 4 or Paragraph 22
(Termination for Convenience), Director shall take all appropriate action to carry out
any orders of County’s Board of Supervisors relating to this Agreement, and, for this
purpose, Director is authorized to: (i) issue written notice(s) of partial or total
termination of this Agreement pursuant to Paragraph 22 (Termination for
Convenience) without further action by County’s Board of Supervisors or County’s
Purchasing Agent and/or (ii) prepare and sign Amendments to this Agreement which
reduce the scope of work and the Contract Sum without further action by County’s
Board of Supervisors or County’s Purchasing Agent.

4.7

County’s Board of Supervisors or Chief Executive Officer or designee may require
the addition and/or change of certain terms and conditions in the Agreement during
the term of this Agreement. County reserves the right to add and/or change such
provisions as required by County’s Board of Supervisors or Chief Executive Officer.
To implement such changes, an Amendment to the Agreement shall be prepared and
executed by Contractor’s authorized representative and the Director.

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4.8

FACSIMILE
Except for the parties’ initial signatures to this Agreement, which must be provided in
"original" form and not by facsimile, County and Contractor hereby agree to regard
facsimile representations of original signatures of authorized officials of each party,
when appearing in appropriate places on the Change Notices prepared pursuant to this
Paragraph 4 and received via communications facilities, as legally sufficient evidence
that such original signatures have been affixed to Change Notices to this Agreement,
such that the parties need not follow up facsimile transmissions of such documents by
subsequent (non-facsimile) transmissions of “original” versions of such documents.

5.

WORK

5.1

SCOPE OF WORK
Contractor shall on a timely basis provide, complete, deliver and implement all tasks,
subtasks, deliverables, goods, services and other work set forth in this Agreement,
including, but not limited to, all services related to System Upgrade and Optional
Services. Contractor shall provide such tasks, subtasks, deliverables, goods, services
and other work in accordance with Exhibit A (Statement of Work), with all
Attachments thereto, and Exhibit B (Optional Services), as applicable, at the rates and
prices specified in Exhibit C (Payment Schedule).

5.2

SYSTEM UPGRADE
Contractor shall provide System Upgrade services, including, but not limited, to
Modifications to the Existing Software, Application Software implementation,
configuration and testing, training and importing the System into the Production
Environment, as provided in and in accordance with Exhibit A (Statement of Work)
with all Attachments thereto.

5.3

OPTIONAL SERVICES
Upon County's written request made from time-to-time during the term of the
Agreement, Contractor shall provide Optional Services, including, but not limited to,
consulting services, professional services, programming, training, maintenance and
support, as provided in and in accordance with Exhibit B (Optional Services).

5.4

STANDARD OF SERVICES
Contractor's services and other work required by this Agreement shall conform to
high professional standards as they exist in Contractor's profession or field of
practice. If Contractor’s services or other work provided under this Agreement fail to
conform to such high professional standards, upon notice from County specifying the
failure of performance, Contractor shall, at Contractor’s sole expense, re-perform
such services or other work. Contractor shall, at its own expense, correct any data in
which (and to the extent that) errors have been caused by Contractor or by any tools

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introduced by Contractor into the System for the purpose of performing services or
other work under this Agreement.
5.5

UNAPPROVED WORK
If Contractor provides any tasks, subtasks, deliverables, goods, services or other work
to County other than those specified in this Agreement, or if Contractor provides such
items requiring County’s prior written approval without first having obtained such
written approval, the same shall be deemed to be a gratuitous effort on the part of
Contractor and Contractor shall have no claim whatsoever against County therefor.

5.6

RIGHT TO REJECT
County reserves the right to reject any tasks, subtasks, deliverables, goods, services,
and/or other work not approved by County pursuant to Paragraph 2.5 (Approval of
Work) or other applicable provisions of this Agreement.

6.

PROJECT SCHEDULE

6.1

IMPLEMENTATION PLAN
Contractor shall implement the System in accordance with the Implementation Plan
provided by Contractor under Subtask 1.1 (Develop Implementation Plan) of Exhibit
A (Statement of Work). The Implementation Plan shall, at a minimum, include the
following elements:
1.
2.
3.
4.
5.

Deliverable Number;
Description;
Due Date;
Associated Milestone; and
Any other elements required by County under this Agreement.

6.2

MILESTONES

6.2.1

The System Upgrade work to be carried out hereunder shall be completed in five (5)
Milestones, identified as follows:
1. Milestone 1: Implementation Plan as described in Subtask 1.1 (Develop
Implementation Plan) of Exhibit A (Statement of Work).
2. Milestone 2: Completed System Upgrade in the Development Environment as
described in Task 2 (Perform System Upgrade in Development
Environment) of Exhibit A (Statement of Work).
3. Milestone 3: Completed System Upgrade in the Test Environment as described
in Task 3 (Perform System Upgrade in Test Environment) of
Exhibit A (Statement of Work).

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4. Milestone 4: Completed System Upgrade in the Production Environment as
described in Task 5 (Perform System Upgrade in Production
Environment) of Exhibit A (Statement of Work).
5. Milestone 5: Final Acceptance of the System as described in Task 6 (NonDeficient System Production Use) of Exhibit A (Statement of
Work).
6.2.2

A Milestone shall be deemed completed for purposes of this Paragraph 6.2 on the
earliest date that all of the tasks, subtasks, deliverables, goods, services and other
work required for completion of such Milestone are completed and delivered to
County, provided that all of such tasks, subtasks, deliverables, goods, services and
other work required for completion of such Milestone are thereafter approved in
writing by County pursuant to Paragraph 2.4 (Approval of Work). The determination
of whether each Milestone has been so completed and so approved, and of the date
upon which such Milestone was completed, shall be made by County’s Project
Director as soon as practicable in accordance with Paragraph 2.4 (Approval of Work)
after County is informed by Contractor that such Milestone has been completed and is
given all the necessary information, data and documentation to verify such
completion.

7.

TERM
The term of this Agreement shall commence upon the Effective Date and shall expire
one (1) year thereafter, unless sooner terminated or extended, in whole or in part, as
provided in this Agreement (hereinafter "Initial Term"). At the end of the Initial
Term, this Agreement shall be extended, at County's sole option, for one (1) more
year (hereinafter "Extended Term") automatically, without further act, unless County
notifies Contractor of a determination not to exercise its option to extend this
Agreement at least thirty (30) days prior to the beginning of the Extended Term.
As used throughout this Agreement, the word "term" shall include the Initial Term
and the Extended Term, if any, to the extent that County exercises its extension
option pursuant to this Paragraph 7.
Contractor shall notify County when this Agreement is within six (6) months from the
expiration of the term as provided for hereinabove. Upon occurrence of this event,
Contractor shall send written notification to County's Contact Administrator at the
address provided in Section I (County's Key Personnel) of Exhibit D (Administration
of Agreement).

8.

CONTRACT SUM

8.1

MAXIMUM CONTRACT SUM
The Contract Sum under this Agreement shall be the total monetary amount payable

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by County to Contractor for supplying all the tasks, subtasks, deliverables, goods,
services and other work requested and specified under this Agreement. The Contract
Sum, including all applicable taxes, authorized by County hereunder shall not exceed
Seven Hundred Seventy Three Thousand Five Hundred Dollars ($773,500), unless
the Contract Sum is modified pursuant to a duly approved Amendment to this
Agreement by County’s Board of Supervisors and Contractor’s authorized
representative pursuant to Paragraph 4 (Change Notices and Amendments). The
Contract Sum shall include (i) $573,500 for System Upgrade and (ii) maximum
allocation of $200,000 as Pool Dollars for Optional Services. Contract Sum shall not
be adjusted for any costs or expenses of Contractor whatsoever. Notwithstanding any
provision of this Paragraph 8.1, Contractor shall fully perform and complete all work
required of Contractor by this Agreement in exchange for the amounts to be paid to
Contractor as set forth in this Agreement.
Contractor shall maintain a system of record keeping that will allow Contractor to
determine when it has incurred seventy-five percent (75%) of the Contract Sum
authorized for this Agreement. Upon occurrence of this event, Contractor shall send
written notification to County's Contract Administrator.
8.2

TERMINATION
If any Milestone is not completed within fifteen (15) days after the Due Date assigned
to such Milestone in the Implementation Plan, and thereafter approved in writing by
County pursuant to Paragraph 2.4 (Approval of Work), other than as a result of delays
caused by acts or omissions of County or the causes beyond Contractor's control as
determined by County's Project Director in his/her reasonable judgment, and unless
County's Project Director and Contractor’s Project Director have otherwise agreed, in
writing, prior to such date scheduled for completion, then County may terminate this
Agreement for default in accordance with Paragraph 21 (Termination for Default) or
for convenience in accordance with Paragraph 22 (Termination for Convenience), as
determined in the sole discretion of County.

8.3

OPTIONAL SERVICES
Subsequent to Final Acceptance, upon the written request of County’s Project
Director made at any time and from time to time during the term of this Agreement,
Contractor shall provide to County Optional Services pursuant to the terms of Exhibit
B (Optional Services) at the rates and fees, including the Fixed Hourly Rate, set forth
in Section II (Optional Services) of Exhibit C (Schedule of Payments).
The Fixed Hourly Rate specified in Section II (Optional Services) of Exhibit C
(Schedule of Payments) shall not increase during the term of this Agreement and shall
not be subject to any cost of living increases.

8.4

NON-APPROPRIATION OF FUNDS
County’s obligation may be limited if it is payable only and solely from funds

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appropriated for the purpose of this Agreement. Notwithstanding any other provision
of this Agreement, County shall not be obligated for Contractor’s performance
hereunder or by any provision of this Agreement during any of County’s future fiscal
years unless and until County’s Board of Supervisors appropriates funds for this
Agreement in County’s budget for each such future fiscal year. In the event that
funds are not appropriated for this Agreement, then County shall, at its sole
discretion, either (i) terminate this Agreement as of June 30 of the last fiscal year for
which funds were appropriated or (ii) reduce the work provided hereunder in
accordance with the funds appropriated. County will notify Contractor in writing of
any such non-appropriation of funds at its election at the earliest possible date.
8.5

COUNTY’S OBLIGATION FOR FUTURE FISCAL YEARS
In the event that County’s Board of Supervisors adopts, in any fiscal year, a County
Budget which provides for the reductions in the salaries and benefits paid to the
majority of County employees and imposes similar reductions with respect to County
contracts, County reserves the right to reduce its payment obligation under this
Agreement correspondingly for that fiscal year and any subsequent fiscal year during
the term of this Agreement (including any extensions), and the services to be
provided by Contractor under this Agreement shall also be reduced correspondingly.
County’s notice to the Contractor regarding said reduction in payment obligations
shall be provided within thirty (30) calendar days of the Board of Supervisors’
approval of such actions. Except as set forth in the preceding sentence, Contractor
shall continue to provide all of the services set forth in this Agreement.

9.

INVOICES AND PAYMENTS

9.1

INVOICES
Contractor shall invoice County upon completion of tasks, subtasks, deliverables,
goods, services and other work upon Contractor's completion and County's written
approval thereof in accordance with this Agreement, including Exhibits A (Statement
of Work), B (Optional Services) and C (Schedule of Payments) with all Attachments
thereto, and any Change Notices or Amendments, as applicable. Contractor shall not
invoice County in advance, not shall Contractor be entitled to advance payment for
any tasks, subtasks, deliverables, goods, services, other work, start-up costs, or any
other direct or indirect cost incurred by Contractor pursuant to this Agreement.

9.1.1

Submission of Invoices
Contractor's invoices shall include the charges owed to Contractor by County under
the terms of this Agreement as provided in Exhibit C (Schedule of Payments). All
invoices and supporting documents under this Agreement shall be submitted to
County's Project Manager and County's Contract Administrator at the addresses set
forth in Section I (County's Key Personnel) of Exhibit D (Administration of
Agreement).

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9.1.2

Invoice Details
Each invoice submitted by Contractor shall indicate, at a minimum:
1. The tasks, subtasks, deliverables, goods, services or other work as described in
Exhibit A (Statement of Work) and Exhibit B (Optional Services), for which
payment is claimed.
2. The date of written approval of the tasks, subtasks, deliverables, goods, services,
or other work by County’s Project Director.
3. Any holdback and/or applicable withhold amounts for payments claimed or
reversals thereof.

9.1.3

Approval of Invoices
All invoices submitted by Contractor to County for payment shall have County’s
written approval as provided in this Paragraph 9.1, which approval shall not be
unreasonably withheld. In no event shall County be liable or responsible to any
payment prior to such written approval.

9.1.4

Invoice Discrepancies
County’s Contract Administrator will review each invoice for any discrepancies and
will, within thirty (30) days of receipt thereof, notify Contractor in writing of any
discrepancies found upon such review and submit a list of disputed charges.
Contractor shall review the disputed charges and send a written explanation detailing
the basis for the charges within fifteen (15) days of receipt of County’s notice of
discrepancies and disputed charges. If County’s Contract Administrator does not
receive a written explanation for the charges within such fifteen (15) day period,
Contractor shall be deemed to have waived its right to justify the original invoice
amount, and County, in its sole discretion, shall determine the amount due, if any, to
Contractor and pay such amount in satisfaction of the disputed invoice.

9.2

DELIVERY OF SYSTEM SOFTWARE
It is in the intent of the parties that all System Software and documentation provided
by Contractor under this Agreement, including Modifications and any software, items
and materials provided by Contractor as a result of performing Optional Services,
shall be delivered (i) solely in electronic format (e.g., via electronic mail or internet
download), or (ii) personally by Contractor staff on tangible media (e.g., CD-ROM or
hard drive), who may load such System Software and documentation onto County's
hard drive, but will retain possession of all such tangible media that was used to
deliver the System Software and documentation to County.
Any System Software and documentation provided or delivered by Contractor to
County in a tangible format shall be F.O.B. Destination. The Contract Sum shown in

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Paragraph 8.1 (Maximum Contract Sum) includes amounts necessary for County to
reimburse Contractor for all transportation and related insurance charges, if any, on
System Software Components and documentation procured by County from
Contractor pursuant to this Agreement. All transportation and related insurance
charges, if any, shall be paid directly by Contractor to the applicable carrier.
Contractor shall be solely liable and responsible for, and shall indemnify, defend, and
hold harmless County from, any and all such transportation and related insurance
charges.
9.3

SALES/USE TAX
The Contract Sum shown in Paragraph 8.1 (Maximum Contract Sum) shall be
deemed to include all amounts necessary for County to reimburse Contractor for all
applicable California and other state and local sales/use taxes on all products of
System Upgrade and Optional Services procured by County from Contractor pursuant
to or otherwise due as a result of this Agreement, including, but not limited to,
Modifications and any software, items and materials provided by Contractor as a
result of performing Optional Services. All California sales/use taxes shall be paid
directly by Contractor to the State or other taxing authority. Contractor shall be
solely liable and responsible for, and shall indemnify, defend, and hold harmless
County from, any and all such California and other state and local sales/use taxes.
Further, Contractor shall be solely liable and responsible for, and shall indemnify,
defend and hold harmless County from all applicable California and other state and
local sales/use tax on all other items provided by Contractor pursuant to this
Agreement and shall pay such tax directly to the State or other taxing authority. In
addition, Contractor shall be solely responsible for all taxes based on Contractor’s
income or gross revenue, or personal property taxes levied or assessed on
Contractor’s personal property to which County does not hold title.

9.4

PAYMENTS
Provided that Contractor is not in material default under any provision of this
Agreement, as determined by County's Project Director in his/her reasonable
judgment, County will pay all invoice amounts to Contractor within thirty (30) days
of receipt of invoices that have not been disputed in accordance with Paragraph 9.1.4
(Discrepancies) above. Disputes with respect to any and all payments shall not
waive County's rights of ownership of Modifications and any other products of
System Upgrade and Optional Services provided by Contractor under this Agreement.

9.5

COUNTY’S RIGHT TO WITHHOLD PAYMENT
Notwithstanding any other provision of this Agreement, and in addition to any rights
of County given by law or provided in this Agreement, County may upon written
notice to Contractor withhold any payment otherwise due to Contractor hereunder
while Contractor is in default hereunder, or at any time that Contractor has not
provided a County-approved Deliverable which under the approved Implementation
Plan pursuant to Subtask 1.1 (Develop Implementation Plan) of Exhibit A (Statement

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of Work) is identified as dependent on and is scheduled to be delivered prior to or
concurrently with the Deliverable for which payment would otherwise be due and is
withheld.
9.6

HOLDBACKS
County will hold back ten percent (10%) of the amount of each invoice submitted by
Contractor under this Agreement and approved by County pursuant to Paragraph 9.1
(Invoices). With respect to (i) the work relating to System Upgrade completed and
delivered by Contractor prior to Final Acceptance in accordance with the
Implementation Plan, the cumulative amount of such holdbacks shall be due and
payable to Contractor upon Final Acceptance, and (ii) the work relating to Optional
Services completed and delivered by Contractor via Change Notices or Amendments
following Final Acceptance, the cumulative amount of the applicable holdbacks shall
be due and payable to Contractor upon County's Acceptance of such work, all subject
to adjustment for any amounts arising under this Agreement owed to County by
Contractor, including, but not limited to, any amounts arising from Paragraphs 9.1.4
(Invoice Discrepancies), 9.5 (County's Right to Withhold Payment) and any partial
termination of any Task, Subtask or Deliverable set forth in the Statement of Work as
provided herein.

10.

WARRANTIES

10.1

WARRANTY PERIOD
Contractor shall support County in maintaining the System in Production
Environment for forty-five (45) days following Final Acceptance (hereinafter
“Warranty Period”).
In the event of a Deficiency during the Warranty Period, Contractor shall provide
corrective measures at no cost to County as follows:
(1)

In the case of Application Software, Contractor shall correct any and all
Deficiencies in the Application Software, including, but not limited to,
supplying County with corrective or replacement codes and/or programs and
making such additions, modifications or adjustments to the Application
Software as may be necessary to keep it operating in conformance with the
Specifications.

(2)

In the case of System Hardware supplied by County for the purpose of System
Upgrade, Contractor shall identify to County the particular System Hardware
component(s) causing the Deficiency and shall assist County in repairing and/or
de-installing and replacing such System Hardware component(s), or any part
thereof, which fail to function according to the Specifications, as determined by
County’s Project Director.

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(3)

In the case of Third Party Software supplied by County for the purpose of
System Upgrade, Contractor shall identify to County the particular Third Party
Software component(s) causing the Deficiency and shall assist County in
repairing and/or de-installing and replacing such Third Party Software
component(s), or any part thereof, which fail to function according to the
Specifications, as determined by County’s Project Director.

Contractor shall correct any and all Deficiencies in any services provided hereunder
in accordance with Paragraph 5.2 (Standard of Services).
10.2

THIRD PARTY SOFTWARE
Contractor represents and warrants that it has not modified and shall not modify, nor
does Contractor have any need to modify, Third Party Software in order for the
Application Software to fully perform in accordance with all requirements of this
Agreement.
If Contractor proves to County that a Deficiency is caused by a Third Party Software,
Contractor shall assist County in resolving such a Third Party Software Deficiency.
In event that Contractor needs to resolve such Third Party Software Deficiency by
providing trouble shooting or providing modifications to the Application Software,
with County's consent, such resolution shall be provided by Contractor in the form of
Optional Services, subject to the provisions of Exhibit B (Optional Services) and the
payment terms set forth in Section II (Optional Services) of Exhibit C (Schedule of
Payments).

10.3

GENERAL WARRANTIES
Contractor represents, warrants, covenants and agrees that throughout the term of this
Agreement:
A.

Contractor shall strictly comply with the descriptions and representations
(including, but not limited to, Deliverable documentation, performance
capabilities, accuracy, completeness, characteristics, Specifications,
configurations, standards, functions and requirements applicable to professional
software design meeting industry standards) set forth in Exhibit A (Statement of
Work), with all Attachments thereto, and Exhibit B (Optional Services).

B.

All tasks, subtasks, Deliverables, goods, services, and other work shall be
performed in a timely and professional manner by qualified personnel.

C.

All tasks, subtasks, Deliverables, goods, services, and other work shall be
completed in accordance with this Agreement, the Deliverable documentation
and Specifications.

D.

The System components shall interconnect and/or interface and shall be
compatible with each other; and the System components, when taken together,

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shall be capable of delivering all of the functionality as set forth in this
Agreement (including, without limitation, the Recitals and the Specifications).
E.

Contractor shall not cause any unplanned interruption of the operations of, or
accessibility to the System or any System component through any device,
method or means including, without limitation, the use of any "virus", "lockup",
"time bomb", or "key lock", "worm", "back door" or "Trojan Horse" device or
program, or any disabling code, which has the potential or capability of
compromising the security of County’s confidential or proprietary information
or of causing any unplanned interruption of the operations of, or accessibility of
the System or any System component to County or any user or which could
alter, destroy, or inhibit the use of the System, any System component, or the
data contained therein (collectively hereinafter for purposes of this Paragraph
10.5.E as "Disabling Device(s)"), which could block access to or prevent the use
of the System or any System component by County or users. Contractor
represents, warrants and agrees that it has not purposely placed, nor is it aware
of, any Disabling Device on any System component provided to County under
this Agreement, nor shall Contractor knowingly permit any subsequently
delivered System component to contain any Disabling Device, other than lockoffs contained on the delivered media which only prevents use of software
contained on such media other than System components.
In addition, Contractor shall prevent viruses from being incorporated or
introduced into any of the Application Software or updates or enhancements
thereto prior to delivery thereof to County, and shall utilize best efforts,
including using the latest commercially available virus protection software, to
prevent any viruses being incorporated or introduced in the process of
Contractor’s loading of System Software, or updates and enhancements thereto,
or being introduced in the process of Contractor’s performance of on-line
support, provided that County has also installed the latest commercially
available virus protection software.

10.4

BREACH OF WARRANTY OBLIGATIONS
In the event Contractor fails to timely perform its obligations as set forth in this
Paragraph 10, then, in addition to County's other rights and remedies set forth herein,
County may, after written notice to Contractor and in the event Contractor, after a
reasonable time has still failed to perform such warranty obligations, perform any
required correction, replacement or other work and debit Contractor therefor at
County's direct actual cost of outside labor and materials and County's burdened rates
for labor (including without limitation salary, employee benefits and reimbursement
policies). Such debit shall be made against any amounts owed by County to
Contractor under this Agreement.

10.5

WARRANTY PASS-THROUGH
Contractor shall assign to County to the fullest extent permitted by law or by this

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Agreement, and shall otherwise ensure that the benefits of any applicable warranty or
indemnity offered by any licensor or reseller of any Third Party Software provided
hereunder, if any, shall fully extend to and be enjoyed by County.
11.

SYSTEM OWNERSHIP

11.1

OWNERSHIP

11.1.1

Application Software
Contractor acknowledges and agrees that (i) all Application Software, including
Existing Software, is and shall remain the property of County and (ii) all products of
System Upgrade or Optional Services, including Modifications, provided or
developed by Contractor for the purpose of this Agreement and paid for in
accordance with Exhibit C (Schedule of Payments) shall become part of Application
Software and shall be owned of County. County shall grant to Contractor a restricted
non-exclusive license for the purpose of providing services to County in accordance
with and during the term of the Agreement.

11.1.2

System Hardware
Contractor acknowledges that County owns all System Hardware, including hardware
utilized by the Test Environment and by the Production Environment, previously
owned or acquired by County.

11.1.3

Third Party Software
All Third Party Software provided by County as part of the System Software in
accordance with, including operating software and database software, shall remain
owned by its third party suppliers and be subject to the license terms under which it
was supplied to County.

11.2

SOURCE CODE

11.2.1

Contractor shall provide to County the source code for all Application Software
developed or modified for or provided to County under this Agreement and store it on
the equipment designated by County. Contractor shall continually update the source
code by providing the source code for all products of System Upgrade and Optional
Services, including Modifications, and all updates, upgrades, enhancements,
modifications, corrections, patches and improvements of the Application Software
provided by Contractor under this Agreement, promptly after delivery to County of
the corresponding object code. Contractor’s duty to update the Source Code shall
continue through the term of this Agreement.

11.2.2

Should use of the source code as provided in this Paragraph 11.2 involve the use or
practice of any patent, copyright, trade secret, trademark or other proprietary
information in which Contractor has an interest, Contractor, its assignees or

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successors agree not to assert a claim for patent, copyright, trade secret, trademark or
other proprietary information against County or any user.
12.

ACCEPTANCE OF SYSTEM

12.1

FINAL ACCEPTANCE
The System shall achieve Final Acceptance by County if and when County’s Project
Director has approved, in writing, Deliverable 6 (Final Acceptance) of Exhibit A
(Statement of Work).

12.2

ACCEPTANCE TESTS
County, with the assistance from Contactor where applicable, will conduct the tests
(hereinafter "Acceptance Test(s)") specified in this Paragraph 12.2 and Task 4 (User
Testing) of in Exhibit A (Statement of Work). Such Acceptance Tests, consisting of
Reliability Test, Functional Test and Stress Test, shall test the System Upgrade
performed by Contractor as follows:

12.3

A.

Reliability Test: As set forth in Subtask 4.1 (Conduct Reliability Test) of
Exhibit A (Statement of Work), to confirm the reliability of the System
environment;

B.

Functional Test: As set forth in Subtask 4.2 (Conduct Functional Test) of
Exhibit A (Statement of Work), to confirm that the System functions in
accordance with the Specifications; and

C.

Stress Test: As set forth in Subtask 4.3 (Conduct Stress Test) of Exhibit A
(Statement of Work), to analyze the effect of heavy data traffic on System
performance.

FAILED TESTING
If County’s Project Director makes a good faith determination at any time that the
System Upgrade as a whole, or any component thereof, has not successfully
completed an Acceptance Test (hereinafter the "Designated Test"), County’s Project
Director shall promptly notify Contractor in writing of such failure, specifying with
as much detail as possible the manner in which the System or a component thereof
failed to pass the applicable Designated Test. Contractor shall immediately
commence all reasonable efforts to complete, as quickly as possible, such necessary
corrections, repairs and modifications to the System Upgrade or a component thereof
as will permit the System Upgrade or the component thereof to be ready for retesting.
Contractor shall notify County’s Project Director in writing when such corrections,
repairs and modifications have been completed, and the applicable Designated Test
shall begin again. If, after the applicable Designated Test has been completed for a
second time, County’s Project Director makes a good faith determination that the
System Upgrade or a component thereof again fails to pass the applicable Designated

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Test, County’s Project Director shall promptly notify Contractor in writing,
specifying with as much detail as possible the manner in which the Application
Software or the component thereof failed to pass the applicable Designated Test.
Contractor shall immediately commence all reasonable efforts to complete, as quickly
as possible, such necessary corrections, repairs and modifications to the System
Upgrade or a component thereof as will permit the System Upgrade or the component
thereof to be ready for retesting.
Such procedure shall continue, subject to County’s rights under Paragraphs 6.2
(Milestones) and 8.3 (Termination) in the event Contractor fails to timely complete
any Milestone, until such time as County notifies Contractor in writing either: (i) of
the successful completion of such Designated Test or (ii) that County has concluded,
subject to the Dispute Resolution Procedure, that satisfactory progress toward such
successful completion of such Designated Test is not being made, in which latter
event, County shall have the right to make a determination, which shall be binding
and conclusive on Contractor, that a non-curable default has occurred and to
terminate this Agreement in accordance with Paragraph 21 (Termination for Default)
on the basis of such non-curable default.
Such a termination by County may be subject to the Dispute Resolution Procedure,
either, as determined by County in its sole judgment: (i) a termination with respect to
one or more of the components of the System Upgrade; or (ii) if County believes the
failure to pass the applicable Designated Test materially affects the functionality,
performance or desirability to County of the System as a whole, termination of the
entire Agreement. In the event of a termination under this Paragraph 12.3, County
shall have the right to receive from Contractor, within ten (10) days of written notice
of termination, reimbursement of all payments made to Contractor by County under
this Agreement for the System Upgrade and related Deliverables as to which the
termination applies, or, if the entire Agreement is terminated, all amounts paid by
County to Contractor under this Agreement. If the termination applies only to one or
more System Upgrade component(s), at County’s sole option, any reimbursement due
to it may be credited against other sums due and payable by County to Contractor.
The foregoing is without prejudice to any other rights that may accrue to County or
Contractor under the terms of this Agreement or by law.
13.

SYSTEM USE
Following installation by Contractor and prior to Final Acceptance by County,
County shall have the right to use, in a Production Use mode, any completed portion
of the System Upgrade, without any additional cost to County where County
determines that it is necessary for County operations. Such Production Use shall not
restrict Contractor’s performance under this Agreement and shall not be deemed
Acceptance or Final Acceptance of the System Upgrade.

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14.

INDEMNIFICATION AND INSURANCE

14.1

Indemnification
Contractor shall indemnify, defend, and hold harmless County, its districts
administered by County, and their elected and appointed officers, employees, and
agents (collectively hereinafter for Purposes of this Paragraph 14 "County") from and
against any and all claims, demands, damages, liabilities, losses, costs, and expenses,
including, but not limited to, defense costs and legal, accounting and other expert,
consulting or professional fees, in any way arising from or related to claims and
lawsuits for damages of any nature whatsoever, including, but not limited to, bodily
injury, death, personal injury, or property damage arising from or related to
Contractor, Contractor’s agents’, employees’ or subcontractors’ acts or omissions in
the performance of services or provision of products hereunder, including, without
limitation, any workers’ compensation suits, liability, or expense, arising from or
connected with services performed by any person on behalf of Contractor,
Contractor’s agents, employees or subcontractors pursuant to this Agreement.

14.2

Insurance

14.2.1

General Insurance Requirements
Without limiting Contractor’s indemnification of County, Contractor shall, during the
term of this Agreement, provide and maintain, and shall require all of its
subcontractors to maintain, the following programs of insurance specified in this
Agreement. Such insurance shall be primary to and not contributing with any other
insurance or self-insurance programs maintained by County, and such coverage shall
be provided and maintained at Contractor’s own expense.

14.2.2

Insurance Coverage Requirements

14.2.2.1

Insurance Programs

14.2.2.1.1 General Liability Insurance (written on ISO policy from CG 00 01 or its equivalent)
with limits of not less than the following:
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence

$2 million
$1 million
$1 million
$1 million

14.2.2.1.2 Automobile Liability Insurance (written on ISO policy form CA 00 01 or its
equivalent) with a limit of liability of not less than $1 million for each accident. Such
insurance shall include coverage for all “owned”, “hired” and “non-owned” vehicles,
or coverage for “any auto”.

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14.2.2.1.3 Workers’ Compensation and Employers’ Liability Insurance providing workers’
compensation benefits, as required by the Labor Code of the State of California or by
any other state, and for which Contractor is responsible. In all cases, the above
insurance shall also include Employers’ Liability coverage with limits of not less than
the following:
Each Accident
Disease - Policy Limit
Disease - Each Employee

$1 million
$1 million
$1 million

14.2.2.1.4 Professional Liability
Insurance covering liability arising from any error, omission, negligent or wrongful
act of Contractor, its officers or employees with limits of not less than $1 million per
occurrence and $3 million aggregate. The coverage also shall provide an extended
two (2) year reporting period commencing upon termination or cancellation of this
Agreement.
14.2.2.2

Evidence of Insurance
Certificate(s) or other evidence of coverage satisfactory to County shall be delivered
to County's Contract Administrator at the address set forth in Section I (County's Key
Personnel) of Exhibit D (Administration of Agreement) prior to commencing services
under this Agreement. Such certificates or other evidence shall, at a minimum:
1.

Specifically identify this Agreement;

2.

Clearly evidence all coverages required in this Agreement;

3.

Contain the express condition that County is to be given written notice by mail
at least thirty (30) days in advance of cancellation for all policies evidenced on
the certificate of insurance;

4.

Include copies of the additional insured endorsement to the commercial general
liability policy, adding the County of Los Angeles, its Special Districts, its
officials, officers and employees as insured for all activities arising from this
Agreement; and

5.

Identify any deductibles or self-insured retentions for County’s approval.
County retains the right to require Contractor to reduce or eliminate such
deductibles or self-insured retentions as they apply to County or to provide a
bond guaranteeing payment of all such retained losses and related costs,
including, but not limited to, expenses or fees, or both, related to investigations,
claims administrations and legal defense. Such bond shall be executed by a
corporate surety licensed to transact business in the State of California.

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14.2.2.3

Insurer Financial Ratings
Insurance is to be provided by an insurance company acceptable to County with an
A.M. Best rating of not less than A:VII, unless otherwise approved by County.

14.2.2.4

Notification of Incidents, Claims or Suits
Contractor shall report to County:

14.2.2.5

1.

Any accident or incident relating to services performed under this Agreement
which involves injury or property damage which may result in the filing of a
claim or lawsuit against Contractor and/or County. Such report shall be made in
writing within twenty-four (24) hours of occurrence.

2.

Any third party claim or lawsuit filed against Contractor arising from or related
to services performed by Contractor under this Agreement.

3.

Any injury to a Contractor employee which occurs on County property. This
report shall be submitted on a "County Non-employee Injury Report" to
County’s Contract Administrator.

4.

Any loss, disappearance, destruction, misuse or theft of any kind whatsoever of
County property, monies or securities entrusted to Contractor under the terms of
this Agreement.

Insurance Coverage Requirements for Subcontractors
Contractor shall ensure that any and all subcontractors performing services under this
Agreement shall meet the insurance requirements of this Agreement by either:

14.4

1.

Contractor providing evidence of insurance covering the activities of
subcontractors, or

2.

Contractor providing evidence submitted by subcontractors evidencing that
subcontractors maintain the required insurance coverage. County retains the
right to obtain copies of evidence of subcontractor insurance coverage at any
time.

Failure to Procure and Maintain Insurance
Failure by Contractor to procure and maintain the required insurance, or to provide
evidence of insurance coverage acceptable to County, shall constitute a material
breach of the Agreement, upon which County may immediately terminate or suspend
this Agreement. County, at its sole option, may obtain damages from Contractor
resulting from such breach. Alternatively, County may purchase such required
insurance coverage, and without further notice to Contractor, deduct from the sums
due to Contractor any premium costs advanced by County for such insurance.

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In the event that Contractor fails to comply with any of the indemnification or
insurance requirements of this Agreement, and such failure to comply results in any
costs to County, Contractor shall pay full compensation for all costs incurred by
County.
15.

PROPRIETARY CONSIDERATIONS

15.1

COUNTY MATERIALS
Contractor and County agree that the System, including all System Hardware and
System Software with the exception of Third Party Software, and all derivative works
thereof, materials, plans, reports, Acceptance Criteria, test plans, design documents,
the Implementation Plan, related documentation, all training materials, departmental
procedures and processes, deliverables, data and any other information developed by
County or by or behalf of Contractor pursuant to and for delivery to County under
this Agreement (collectively hereinafter "County Materials"), and all copyrights,
patent rights, trade secret rights and other proprietary rights therein shall be the sole
property of County. Contractor hereby assigns and transfers to County all of
Contractor’s right, title, and interest in and to all County Materials developed under
this Agreement, provided that notwithstanding such County ownership, Contractor
may retain possession of all working papers prepared by Contractor. During and for a
minimum of five (5) years subsequent to the term of this Agreement, Contractor shall
retain any and all such working papers. County shall have the right to inspect any
and all such working papers, make copies thereof, and use the working papers and the
information contained therein.

15.2

TRANSFER TO COUNTY
Upon request of County, Contractor shall execute all documents required or requested
by County and shall perform all other acts requested by County to assign and transfer
to, and vest in, County all Contractor’s right, title and interest in and to the County
Materials, including, but not limited to, all copyright, patent and trade secret rights.
County shall have the right to register all copyrights and patents in the name of
County of Los Angeles. Further, County shall have the right to assign, license or
otherwise transfer any and all County’s right, title and interest, including, but not
limited to, copyrights and patents, in and to the County Materials.

15.3

COPYRIGHT NOTICE
As requested in writing by County’s Project Manager, Contractor shall affix the
following notice to County Materials developed under this Agreement: "©Copyright
200_ (or such other date of first publication), County of Los Angeles. All rights
reserved". Contractor shall affix such notice as directed by County.

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15.4

CONTRACTOR’S OBLIGATIONS
Contractor shall protect the security of and keep confidential all County Materials
obtained or developed under this Agreement. Further, Contractor shall use whatever
security measures are necessary to protect all such County Materials from loss or
damage by any cause, including fire and theft.

15.5

PROPRIETARY AND CONFIDENTIAL
Any and all County Materials which are developed or were originally acquired by
Contractor outside the scope of this Agreement, which Contractor desires to use
hereunder, and which Contractor considers to be proprietary or confidential, must be
specifically identified by Contractor to County’s Project Manager as proprietary or
confidential, and shall be plainly and prominently marked by Contractor as
"PROPRIETARY" or "CONFIDENTIAL".

15.6

NO OBLIGATION BY COUNTY
Notwithstanding any other provision of this Agreement, County shall not be obligated
in any way under this Agreement for:
i.

Any disclosure of any materials which County is required to make under the
California Public Records Act or otherwise by law; and

ii.

Any Contractor’s proprietary and/or confidential materials not plainly and
prominently marked with restrictive legends.

16.

INTELLECTUAL PROPERTY INDEMNIFICATION

16.1

Contractor represents and warrants: (i) that Contractor has the full power and
authority to grant the license, ownership and all other rights granted by this
Agreement to County; (ii) that no consent of any other person or entity is required by
Contractor to grant such rights other than consents that have been obtained and are in
effect; (iii) that County is entitled to use the System without interruption, subject only
to County’s obligation to make the required payments under this Agreement; (iv) that
this Agreement and any part of the Application Software, including Modifications,
acquired herein, are neither subject to any liens, encumbrances, or pledges nor
subordinate to any right or claim of any third party, including Contractor’s creditors;
(v) that during the term of this Agreement, Contractor shall not subordinate this
Agreement or any of its rights hereunder to any third party without the prior written
consent of County, and without providing in such subordination instrument for nondisturbance of County’s use of the System (or any part thereof) in accordance with
this Agreement; and (vi) that neither the performance of this Agreement by
Contractor, nor the ownership and use by County and its users of the Application
Software in accordance with this Agreement will in any way violate any nondisclosure agreement, nor constitute any infringement or other violation of any
copyright, trade secret, trademark, service mark, patent, invention, proprietary

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information, or other rights of any third party.
16.2

Contractor shall indemnify, hold harmless and defend County, its officers, employees
and agents, from and against any and all claims, demands, damages, liabilities, losses,
costs and expenses, including, but not limited to, defense costs and legal, accounting
and other expert, consulting or professional fees and attorney’s fees, as such are
incurred, for or by reason of any actual or alleged infringement of any third party’s
patent or copyright, or any actual or alleged unauthorized trade secret disclosure or
misappropriation, arising from or related to the Application Software, including
Modifications, or the operation and utilization of Contractor’s work under this
Agreement (collectively hereinafter for purposes of this Paragraph 16 "Infringement
Claim(s)"). Any legal defense pursuant to Contractor’s indemnification obligations
under this Paragraph 16 shall be conducted by Contractor and performed by counsel
selected by Contractor and approved by County in writing. Notwithstanding the
foregoing, County shall have the right to participate in any such defense at its sole
cost and expense, except that in the event Contractor fails to provide County with a
full and adequate defense, as required by law or this Agreement, County shall be
entitled to reimbursement for all such costs and expenses.

16.3

County shall notify Contractor, in writing, as soon as practicable of any claim or
action alleging such infringement or unauthorized disclosure. Upon such notice by
County, Contractor shall, at no cost to County, as remedial measures, either: (i)
procure the right, by license or otherwise, for County to continue to use the
Application Software or affected component(s) thereof, or part(s) thereof, to the same
extent of County’s ownership rights under this Agreement; or (ii) to the extent
Contractor is unable to procure such right, replace or modify the Application
Software or component(s) thereof with another software or component(s) thereof of at
least equivalent quality and performance capabilities, in County’s determination, until
it is determined by County that the Application Software and all components thereof
become non-infringing, non-misappropriating and non-disclosing.

16.4

If Contractor fails to complete the remedial measures in Paragraph 16.3 above within
forty-five (45) days of the date of the written notice from County, County shall have
the right to take such remedial measures it deems reasonable to mitigate any
impairment of its use of the Application Software or components thereof, or damages
or other costs or expenses associated with the Infringement Claim(s) (collectively
hereinafter for purposes of this Paragraph 16 "Remedial Acts"). Contractor shall
indemnify County for all amounts paid and all direct and indirect costs associated
with such Remedial Acts by County. Failure by Contractor to pay such amounts and
costs within ten (10) days of invoice by County shall, in addition to, and cumulative
to all other remedies, entitle County to immediately withhold payments due to
Contractor under this Agreement up to the total of the amounts and costs paid in
connection with such Remedial Acts by County.

17.

PROHIBITION AGAINST ASSIGNMENT AND DELEGATION

17.1

Contractor shall not assign its rights and/or delegate its duties under this Agreement

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or both, whether in whole or in part, without the prior written consent of County,
which consent shall not be unreasonably withheld, and any attempted assignment or
delegation without such consent shall be null and void. For purposes of this
Paragraph 17, County’s consent shall require a written Amendment to this
Agreement, which is formally approved and executed in accordance with Paragraph 4
(Change Notices and Amendments). Any payments by County to any approved
delegatee or assignee on any claim under this Agreement, in consequence of any such
consent, shall reduce dollar for dollar any claims which Contractor may have against
County and shall be subject to set-off, recoupment, or other reduction for any claims
which County may have against Contractor, whether under this Agreement or
otherwise.
17.2

Shareholders, partners, members or other equity holders of Contractor may transfer,
sell, exchange, assign, or divest themselves of any interest they may have therein.
However, in the event any such sale, transfer, exchange, assignment, or divestment is
effected in such a way as to give majority control of Contractor to any person(s),
corporation, partnership, or legal entity other than the majority controlling interest
therein at the time of execution of this Agreement, such disposition is an assignment
requiring the prior written consent of County in accordance with the applicable
provisions of this Agreement.

17.3

Any assumptions, assignment, delegation or takeover of any of Contractor's duties,
responsibilities, obligations or performance of same by any entity other than
Contractor, whether through assignment, subcontract, delegation, merger, buyout or
other mechanism, with or without consideration for any reason whatsoever without
County's express prior written approval, shall be a material breach of this Agreement
which may result in the termination of the Agreement. In the event of such
termination, County shall be entitled to pursue the same remedies against Contractor
as it could pursue in the event of default by Contractor.

18.

SUBCONTRACTING

18.1

County has relied, in entering into this Agreement, on the reputation of and on
obtaining the personal performance of Contractor itself. Consequently, no
performance of this Agreement, or any portion thereof, shall be subcontracted by
Contractor without the prior written approval of County as provided in this Paragraph
18. Any attempt by Contractor to subcontract any performance under this Agreement
without the prior written consent of County shall be null and void and shall be
deemed a material breach of this Agreement, upon which County may immediately
terminate this Agreement.

18.2

If Contractor desires to subcontract any portion of its performance under this
Agreement, Contractor shall provide to County, in writing, a request for written
approval to enter into the particular subcontract, which request shall include:
A.

The reason(s) for the particular subcontract and a detailed description of the
work to be performed by the proposed subcontractor;

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B.

A draft copy of the proposed subcontract agreement, which shall, at a minimum:
(1)

include representations and warranties by subcontractor that subcontractor
(i) is qualified to perform the work for which subcontractor has been
hired; (ii) maintains the insurance required by Paragraph 14.2 (Insurance)
hereunder, and (iii) is solely liable and responsible for any and all of its
taxes, payments and compensation, including compensation to its
employees;

(2)

provide for indemnification by subcontractor of County and Contractor
under the same terms and conditions as the indemnification provisions of
this Agreement set forth in Paragraphs 14.1 (Indemnification) and 16
(Intellectual Property Indemnification);

(3)

include (i) Exhibit E (Employee Acknowledgment, Confidentiality and
Assignment Agreement), (ii) Exhibit F (Contractor's EEO Certification),
(iii) Exhibit G (Confidentiality of CORI Information), (iv) Exhibit J
(Safely Surrendered Baby Law), and (v) any other standard County
required provisions;

C.

Unless otherwise determined unnecessary by County, copies of Certificates of
Insurance from the proposed subcontractor which establish that the
subcontractor maintains all required programs of insurance; and

D.

Other pertinent information and/or certifications requested by County.

18.3

County will review Contractor’s request to subcontract and determine on a case-bycase basis whether or not to consent to such request, which consent shall not be
unreasonably withheld.

18.4

Contractor shall indemnify, defend and hold harmless County, and its Special
Districts, elected and appointed officers, employees and agents (hereinafter in this
Paragraph 18 "County") from and against any and all claims, demands, liabilities,
damages, costs and expenses, including, but not limited to, defense costs and legal,
accounting or other expert consulting or professional fees in any way arising from or
related to Contractor’s use of any subcontractor, including, without limitation, any
officers, employees or agents of any subcontractor, in the same manner as required
for Contractor, its officers, employees and agents, under this Agreement.

18.5

Notwithstanding County’s consent to any subcontracting, Contractor shall remain
fully responsible for any and all performance required of it under this Agreement,
including those which Contractor has determined to subcontract, including, but not
limited to, the obligation to properly supervise, coordinate and perform all work
required under this Agreement. All subcontracts shall be made in the name of
Contractor and shall not bind nor purport to bind County. Furthermore, County's
approval of any subcontract shall not be construed to limit in any way Contractor’s

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performance, obligations, or responsibilities, to County, nor shall such approval limit
in any way any of County’s rights or remedies contained in this Agreement.
Additionally, County’s approval of any subcontract shall not be construed in any way
to constitute the determination of the allowableness or appropriateness of any cost or
payment under this Agreement.
18.6

County’s consent to any subcontracting shall not waive County’s right to prior and
continuing approval of any and all personnel, including subcontractor employees,
providing services under this Agreement. Contractor shall notify its subcontractors of
this County’s right prior to subcontractors commencing performance under this
Agreement. Contractor shall assure that any subcontractor personnel not approved in
writing by County shall be immediately removed from the provision of any services
under the particular subcontract or that other action is taken as requested by County.
Further, in the event that County consents to any subcontracting, such consent shall
be subject to County’s right to terminate, in whole or in part, any subcontract at any
time upon written notice to Contractor when such subcontractor is deemed by County
to be in material breach of its subcontract or this Agreement. County shall not be
liable or responsible in any way to Contractor, to any subcontractor, or to any
officers, employees, or agents of Contractor or any subcontractor, for any claims,
demands, damages, liabilities, losses, costs, or expenses, including, but not limited to,
defense costs and legal, accounting and other expert, consulting or professional fees,
in any way arising from or related to County’s exercise of such right.

18.7

Notwithstanding County’s consent to any subcontracting, Contractor shall be solely
liable and responsible for any and all payments and other compensation to all
subcontractors, and their officers, employees, agents, and successors in interest, for
any services performed by subcontractors under this Agreement.

18.8

In the event that County consents to any subcontracting, for each subcontract entered
into by Contractor, Contractor shall deliver to County’s Project Manager,
immediately after the effective date of the subcontract but in no event later than the
date any work is performed under the subcontract:

18.9

1.

A fully executed copy of each subcontract entered into by Contractor;

2.

An executed Exhibit E (Employee Acknowledgement, Confidentiality and
Assignment Agreement) and Exhibit G (Confidentiality of CORI Information)
for each subcontractor employee approved to perform work under this
Agreement; and

3.

Certificates of Insurance, which establish that the subcontractor maintains all
the programs of insurance required by Paragraph 14.2 (Insurance) hereunder.

In the event that County consents to any subcontracting, such consent shall apply to
each particular subcontract only and shall not be, or be construed to be, a waiver of
this Paragraph 18 or a blanket consent to any further subcontracting.

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19.

DISCLOSURE OF INFORMATION

19.1

Contractor shall not disclose any details in connection with this Agreement, including
but not limited to any of its terms or conditions or any circumstances which occur
during the performance of this Agreement, to any party other than subcontractors
approved by County in accordance with Paragraph 18 (Subcontracting) to perform
work under this Agreement, except as may be otherwise provided herein or required
by law.

19.2

However, in recognizing Contractor’s need to identify its services and related clients
to sustain itself, County shall not inhibit Contractor from publicizing its role under
this Agreement under the following conditions:
1.

Contractor shall develop all publicity material in a professional manner.

2.

During the term of this Agreement, Contractor shall not, and shall not authorize
another to, publish or disseminate any commercial advertisements, press
releases, feature articles, or other materials using the name of County without
the prior written consent of County’s Project Director, which consent shall not
be unreasonably withheld.

3.

Contractor may, without the prior written consent of County, indicate in its
proposals and sales that it has been awarded this Agreement with the County of
Los Angeles, provided that the requirements of this Paragraph 19 shall apply.

19.3

Notwithstanding anything to the contrary, Contractor may disclose the terms of this
Agreement, provided that (i) County and Contractor have entered into a marketing
agreement for marketing of the Application Software by Contractor to licensees and
(ii) the disclosed terms constitute no more than is required of Contractor to disclose to
the Application Software licensee in order for Contractor to perform its obligations
under such marketing agreement.

20.

CONFIDENTIALITY

20.1

Contractor shall maintain the confidentiality of all its records, data and information,
including, but not limited to, billing and County records and Application Software, in
accordance with all applicable Federal, State and County laws, regulations,
ordinances and directives relating to confidentiality.

20.2

Contractor shall inform all of its officers, employees, agents and subcontractors
performing work hereunder of the confidentiality provisions of this Agreement.
Contractor shall provide to County an executed Employee Acknowledgment,
Confidentiality and Assignment Agreement (Exhibit E) and Confidentiality of CORI
Information form (Exhibit G) for each of its employees performing work under this
Agreement in accordance with Paragraph 27 (Independent Contractor Status).

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Contractor shall indemnify, defend and hold harmless County, and its Special
Districts, elected and appointed officers, employees, and agents (hereinafter in this
Paragraph 20 "County"), from and against any and all loss, damage, liability, and
expense, including, but not limited to, defense costs and legal, accounting and other
expert, consulting or professional fees, arising from any disclosure of such records
and information by Contractor, its officers, employees, or agents, except for any
disclosure authorized by this Paragraph 20.
20.3

With respect to any identifiable information concerning any person that is obtained by
Contractor or any other records and information, Contractor shall: (1) not use any
such records or information for any purpose whatsoever other than carrying out the
express terms of this Agreement; (2) promptly transmit to County all requests for
disclosure of any such records or information; (3) not disclose, except as otherwise
specifically permitted by this Agreement, any such records or information to any
person or organization other than County without County’s prior written authorization
that the records are, or information is, releasable; and (4) at the expiration or
termination of this Agreement, return all such records and information to County or
maintain such records and information according to the written procedures sent to
Contractor by County for this purpose.

20.4

Contractor acknowledges that a breach by Contractor of this Paragraph 20 may result
in irreparable injury to County that may not be adequately compensated by monetary
damages and that, in addition to County’s other rights under this Paragraph 20 and at
law and in equity, County shall have the right to injunctive relief to enforce the
provisions of this Paragraph 20.

21.

TERMINATION FOR DEFAULT

21.1

County may, by written notice to Contractor, terminate the whole or any part of this
Agreement if, in the judgment of County's Project Director, or his/her designee:
1.

Contractor fails to timely provide and/or satisfactorily perform any task,
subtask, deliverable, goods, service or other work within the times specified in
this Agreement, including the Implementation Plan; or

2.

Contractor fails to demonstrate a high probability of timely fulfillment of the
performance requirements under this Agreement; or

3.

Contractor fails to make progress as to endanger performance of this Agreement
in accordance with its terms; or

4.

Contractor fails to perform or comply with any other provisions of this
Agreement or materially breaches this Agreement;

and, unless a shorter cure period is expressly provided in this Agreement, does not
cure such failure or fails to correct such material breach within thirty (30) days (or
such longer period as County may authorize in writing) of receipt of written notice
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from County specifying such failure or breach, except that Contractor shall not be
entitled to any cure period, and County may terminate immediately, in the event that
Contractor's failure to perform or comply is not reasonably capable of being cured.
21.2

In the event that County terminates this Agreement in whole or in part as provided in
this Paragraph 21 or in Paragraph 23 (Termination for Insolvency), then:
1.

Contractor shall promptly return to County any and all of County's
confidential information and the County Materials that relate to that portion of
the Agreement and work terminated by County; and

2.

Contractor shall transfer and deliver to County all completed work and work
in progress, in a media reasonably requested by County; and

3.

County shall have the rights set forth in Paragraph 11 (System Ownership) to
access, modify and create derivative works from the source code for the
Application Software resulting from System Upgrade as set forth therein; and

4.

County shall have the right to procure, upon such terms and in such a manner
as County may deem appropriate, goods, services, and other work, similar to
those so terminated, and Contractor shall be liable to County for, and shall
promptly pay to County by cash payment, any and all excess costs incurred by
County, as determined by County, to procure and furnish such similar goods,
services, and other work; and

5.

Contractor and County shall continue the performance of this Agreement to
the extent not terminated under the provisions of Paragraph 23 (Termination
for Insolvency) and/or this Paragraph 21; and

6.

Contractor understands and agrees that County has obligations that it cannot
satisfy without use of the System or an equivalent system, and that a failure to
satisfy such obligations could result in irreparable damage to County and the
entities it serves. Therefore, Contractor agrees that in the event of such
termination of this Agreement, Contractor shall fully cooperate with County
in the transition of County to a new system, toward the end that without the
interruption of County’s day to day operations due to the unavailability of the
System during such transition.

21.3

If, after County has given notice of termination under the provisions of this Paragraph
21, it is determined by County that Contractor was not in default, or that the default
was excusable, the rights and obligations of the parties shall be the same as if the
notice of termination had been issued pursuant to Paragraph 22 (Termination for
Convenience).

21.4

The rights and remedies of County provided in this Paragraph 21 shall not be
exclusive and are in addition to any other rights and remedies provided by law or
under this Agreement.

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22.

TERMINATION FOR CONVENIENCE

22.1

This Agreement may be terminated, in whole or in part, permanently or from time to
time, when such action is deemed by County to be in its best interest. Termination of
work hereunder shall be effected by notice of termination to Contractor specifying the
extent to which performance of work is terminated and the date upon which such
termination becomes effective, which shall be no less than sixty (30) calendar days
after the notice is sent. In the event County has purported to terminate this
Agreement for default by notice pursuant to Paragraph 21 (Termination for Default)
and it has later been determined that Contractor was not in default, no additional
notice shall be required upon such determination.

22.2

After receipt of a notice of termination, and except as otherwise directed by County:
1.

Contractor shall stop work under this Agreement on the date and to the extent
specified in such notice;

2.

Contractor shall return to County any and all of County's confidential
information and the County Materials that relate to that portion of the
Agreement and work terminated by County; and;

3.

Contractor shall transfer and deliver to County all completed work and work in
progress; and

4.

County shall have the rights set forth in Paragraph 11 (System Ownership) to
access, modify and create derivative works from the source code for the
Application Software resulting from System Upgrade as set forth therein; and

5.

Contractor shall complete performance of such part of the work as shall not
have been terminated by such notice.

22.3

After receipt of a notice of termination, Contractor shall submit to County, in the
form and with any certifications as may be prescribed by County, Contractor’s
termination claim and invoice. Such claim and invoice shall be submitted promptly,
but no later than thirty (30) days from the effective date of termination.

23.

TERMINATION FOR INSOLVENCY

23.1

County may terminate this Agreement immediately at any time upon the occurrence
of any of the following:
1.

INSOLVENCY OF CONTRACTOR. Contractor shall be deemed to be insolvent if
it has ceased to pay or has admitted in writing its inability to pay its debts for
at least sixty (60) days in the ordinary course of business or cannot pay its
debts as they become due, whether or not a petition has been filed under the
United States Bankruptcy Code and whether or not Contractor is insolvent

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within the meaning of the United States Bankruptcy Code, provided that
Contractor shall not be deemed insolvent if it has ceased in the normal course
of business to pay its debts which are disputed in good faith and which are not
related to this Agreement as determined by County;
2.

The filing of a voluntary or involuntary petition to have Contractor declared
bankrupt, where the involuntary petition is not dismissed within sixty (60)
days;

3.

The appointment of a receiver or trustee for Contractor; or

4.

The execution by Contractor of an assignment for the benefit of creditors.

23.2

The rights and remedies of County provided in this Paragraph 23 shall not be
exclusive and are in addition to any other rights and remedies provided by law or
under this Agreement.

23.3

Contractor agrees that if Contractor as a debtor-in-possession, or if a trustee in
bankruptcy, rejects this Agreement, County may elect to retain its rights under this
Agreement, as provided under Section 365(n) of the United States Bankruptcy Code
(11 United States Code, Section 365(n)). Upon written request of County to
Contractor or the trustee in bankruptcy, as applicable, Contractor or such trustee shall
allow County to exercise all of its rights and benefits under this Agreement including,
without limitation, such Section 365(n) (including, without limitation, the right to
continued use of all source and object code versions of the Application Software and
related documentation), and shall not interfere with the rights and benefits of County
as provided therein. The foregoing shall survive the termination or expiration of this
Agreement for any reason whatsoever.

24.

TERMINATION FOR IMPROPER CONSIDERATION

24.1

County may, by written notice to Contractor, immediately terminate the right of
Contractor to proceed under this Agreement if it is found that consideration, in any
form, was offered or given by Contractor, either directly or through an intermediary,
to any County officer, employee or agent with the intent of securing this Agreement
or securing favorable treatment with respect to the award, Amendment or extension
of the Agreement or the making of any determinations with respect to Contractor’s
performance pursuant to this Agreement. In the event of such termination, County
shall be entitled to pursue the same remedies against Contractor as it could pursue in
the event of default by Contractor.

24.2

Contractor shall immediately report any attempt by a County officer or employee to
solicit such improper consideration. The report shall be made either to County
manager charged with the supervision of the employee or to County’s AuditorController Employee Fraud Hotline at (213) 974-0914 or (800) 544-6861.

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24.3

Among other items, such improper consideration may take the form of cash,
discounts, services, the provision of travel or entertainment, or tangible gifts.

25.

TERMINATION FOR GRATUITIES
County may, by written notice to Contractor, terminate the right of Contractor to
proceed under this Agreement upon one (1) calendar day’s notice, if it is found that
gratuities in the form of entertainment, gifts, or otherwise were offered or given by
Contractor, or any agent or representative of Contractor, to any officer, employee, or
agent of County with a view toward securing an agreement or securing favorable
treatment with respect to the awarding or amending, or the making of any
determinations with respect to the performing, of such agreement. In the event of
such termination, County shall be entitled to pursue the same remedies against
Contractor as it could pursue in the event of default by Contractor.

26.

RECORDS AND AUDITS

26.1

Contractor shall maintain accurate and complete financial records of all its activities
and operation relating to this Agreement in accordance with generally accepted
accounting principles. Contractor shall also maintain accurate and complete
employment and other records relating to this Agreement. Contractor agrees that
County, or its authorized representatives, the State of California and its authorized
representatives, the Federal Government and its authorized representatives, including
but not limited to, the U.S. Comptroller General, shall have access to and the right to
examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, or
records relating to this Agreement. All such material, including, but not limited to, all
financial records, bank statements, cancelled checks or other proof of payment,
employment records including time cards, sign-in/sign-out sheets and other records
and proprietary data and information, shall be kept and maintained by Contractor and
shall be made available to County electronically or otherwise during the term of this
Agreement and for a period of five (5) years thereafter, unless County’s written
permission is given to dispose of any such material prior to such time. If before the
expiration of that time period, any litigation, claim, financial management review or
audit is started, the records shall be retained until all litigation, claims, financial
management review or audit findings involving the records have been resolved and
final action taken. All such material shall be maintained by Contractor at a location
in Los Angeles County. If any such material is located outside Los Angeles County,
then, at County’s option, Contractor shall pay County for travel, per diem, and other
costs incurred by County to examine, audit, excerpt, copy, or transcribe such material
at such other location.

26.2

In the event that an audit is conducted of Contractor specifically regarding this
Agreement by any Federal or State auditor, or by any auditor or accountant employed
by Contractor or otherwise, then Contractor shall file a copy of such audit report with
County’s Auditor-Controller within thirty (30) days of Contractor’s receipt thereof,
unless otherwise provided by applicable Federal or State law or under this
Agreement. County will make a reasonable effort to maintain the confidentiality of

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such audit report(s).
26.3

Failure on the part of Contractor to comply with any of the provisions of this
Paragraph 26 shall constitute a material breach of this Agreement upon which County
may terminate or suspend this Agreement.

26.4

FINANCIAL STATEMENTS AND PENDING LITIGATION
Beginning one (1) year after the Effective Date and every year thereafter, until the
expiration or termination of this Agreement, Contractor shall submit to County a
complete set of financial statements for the preceding fiscal year, which shall be no
more than eighteen (18) months old at the time of submission to County. Such
statements shall be prepared in accordance with generally accepted accounting
principles, and at a minimum, include a Balance Sheet (Statement of Financial
Position), and Income Statement (Statement of Operations). If audited statements are
available, they shall be submitted to meet this requirement. In addition, Contractor
shall submit a statement regarding any pending litigation since the Contractor last
reported same to County. County reserves the right to request these financial
statements on a more frequent basis and will so notify Contractor in writing.

27.

INDEPENDENT CONTRACTOR STATUS

27.1

This Agreement is by and between County and Contractor and is not intended and
shall not be construed to create the relationship of agent, servant, employee,
partnership, joint venture or association as between County and Contractor. The
employees and agents of one party are not and shall not be, or construed to be, the
employees or agents of the other party for any purpose whatsoever. Contractor shall
function as, and in all respects is, an independent contractor.

27.2

Contractor shall be solely liable and responsible for providing to, or on behalf of, all
persons performing work pursuant to this Agreement, all compensation and benefits.
County shall have no liability or responsibility for the payment of any salaries, wages,
unemployment benefits, disability benefits, Federal, State, or local taxes, or other
compensation, benefits, or taxes for any personnel provided by or on behalf of
Contractor.

27.3

Contractor shall be solely liable and responsible for providing all Workers’
Compensation insurance and benefits, liability insurance, employer taxes,
compensation, and benefits to, or on behalf of, all persons performing work pursuant
to this Agreement. Contractor shall be solely liable for furnishing any and all
Workers’ Compensation benefits to any person as a result of any injuries arising from
or connected with any work performed by or on behalf of County pursuant to this
Agreement.

27.4

Notwithstanding the provisions of this Paragraph 27, the employees and agents of
Contractor shall, while on the premises of County, comply with all rules and
regulations of the premises, including, but not limited to, security requirements.

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27.5

Contractor shall provide to County an executed Employee Acknowledgment,
Confidentiality and Assignment Agreement (Exhibit E) for each of its employees
performing work under this Agreement. Such agreements shall be delivered to
County's Contract Administrator at the address set forth in Section I (County's Key
Personnel) of Exhibit D (Administration of Agreement) on or immediately after the
Effective Date, but in no event later than the date any such employee first performs
work under this Agreement.

28.

WARRANTY AGAINST CONTINGENT FEES

28.1

Contractor represents and warrants that no person or selling agency has been
employed or retained to solicit or secure this Agreement upon any agreement or
understanding for a commission, percentage, brokerage, or contingent fee, excepting
bona fide employees or bona fide established commercial or selling agencies
maintained by Contractor for the purpose of securing business.

28.2

For breach of this warranty, County shall have the right to terminate this Agreement
for default and, at its sole discretion, deduct from the Agreement price or
consideration, or otherwise recover, the full amount of such commission, percentage,
brokerage, or contingent fee.

29.

MOST FAVORED PUBLIC ENTITY
If Contractor’s prices decline, or should Contractor, at any time during the term of
this Agreement, provide the same goods or services under similar quantity and
delivery conditions to the State of California or any county, municipality, or district
of the State at prices below those set forth in this Agreement, then such lower prices
shall be immediately extended to County. County shall have the right, at County’s
expense, to utilize a County auditor or an independent auditor to verify Contractor’s
compliance with this Paragraph 29 by review of Contractor’s books and records.

30.

CONFLICT OF INTEREST

30.1

No County employee whose position with County enables such employee to
influence the award of this Agreement or any competing agreements, and no spouse
or economic dependent of such employee, shall be employed in any capacity by
Contractor or have any other direct or indirect financial interest in this Agreement.
No officer or employee of Contractor, who may financially benefit from the
performance of work hereunder, shall in any way participate in County’s approval or
ongoing evaluation of such work, or in any way attempt to unlawfully influence
County’s approval or ongoing evaluation of such work.

30.2

Contractor shall comply with all conflict of interest laws, ordinances and regulations
now in effect or hereafter to be enacted during the term of this Agreement.
Contractor warrants that it is not now aware of any facts which do or could create a
conflict of interest. If a party hereafter becomes aware of any facts, which might

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reasonably be expected to create a conflict of interest, it shall immediately make full
written disclosure of such facts to County. Full written disclosure shall include, but is
not limited to, identification of all persons implicated and a complete description of
all relevant circumstances.
30.3

Contractor, its relatives, employees and the relatives of employees shall not bid at
either Public Administrator’s personal or real property auctions. Further, Contractor,
its relatives, employees and the relatives of employees shall not rent property that is
under the auspice of the Public Administrator.

31.

COUNTY’S QUALITY ASSURANCE PLAN
County, or its agent, will evaluate Contractor’s performance under this Agreement on
not less than an annual basis. Such evaluation will include assessing Contractor’s
compliance with the terms, conditions and performance standards of this Agreement.
Contractor deficiencies, which County determines are severe or continuing and that
may place performance of this Agreement in jeopardy, if not corrected, will be
reported to County’s Board of Supervisors along with a notice to Contractor. The
report will include improvements and/or corrective action measures taken by County
and Contractor. If improvement does not occur consistent with the corrective action
measures within thirty (30) days of County's notice of Contractor deficiencies,
County may, at its sole option, terminate this Agreement, in whole or in part, pursuant
to Paragraph 21 (Termination for Default) or Paragraph 22 (Termination for
Convenience), or impose other penalties as specified in this Agreement.

32.

FORCE MAJEURE

32.1

Except with respect to defaults of any subcontractor(s), Contractor shall not be liable
for reasonable delays in the completion of work under this Agreement, if its failure to
perform arises out of, and only, fires, floods, epidemics, quarantine restrictions, other
natural occurrences, strikes or freight embargoes, but in every such case the failure to
perform must be totally beyond the control and without any fault or negligence of
Contractor.

32.2

If the failure to perform is caused by the default of a subcontractor, and if such
default arises out of causes beyond the control of both Contractor and subcontractor,
and without any fault or negligence of either of them, Contractor shall not be liable
for reasonable delays in the completion of the work, unless the goods and/or to be
furnished by the subcontractor was obtainable from other sources in sufficient time to
permit Contractor to meet the required schedule. Contractor agrees to use all
reasonable commercial efforts to obtain such goods or services from other sources.
As used in this Paragraph 32, the term "subcontractor" and "subcontractors" mean
subcontractor(s) at any tier.

32.3

Notwithstanding anything herein to the contrary, County shall not be liable for any
additional costs incurred by Contractor, or any subcontractor hereto arising out of or
resulting from force majeure event.

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33.

UNLAWFUL SOLICITATION
Contractor shall inform all of its employees who provide services hereunder of the
provisions of Article 9 of Chapter 4 of Division 3 (commencing with Section 6150) of
California Business and Professions Code (i.e., State Bar Act provisions regarding
unlawful solicitation as a runner or capper for attorneys) and shall take positive and
affirmative steps in its performance hereunder to ensure that there is no violation of
such provisions by its employees. Contractor shall utilize the attorney referral service
of all those bar associations within Los Angeles County that have such a service.

34.

RESOLICITATION OF BIDS AND PROPOSALS

34.1

Contractor acknowledges that, prior to the expiration or earlier termination of this
Agreement, County, in its sole discretion, may exercise its right to invite bids or
request proposals for the continued provision of the goods and services delivered or
contemplated under this Agreement. The Department shall make the determination to
resolicit bids or request proposals in accordance with applicable County and the
Department policies.

34.2

Contractor acknowledges that County, in its sole discretion, may enter into an
agreement for the future provision of goods and services, based upon the bids or
proposals received, with a provider or providers other than Contractor. Further,
Contractor acknowledges that it obtains no greater right to be selected through any
future invitation for bids or request for proposals by virtue of its present status as
Contractor.

35.

COMPLIANCE WITH APPLICABLE LAWS

35.1

Contractor’s activities hereunder shall comply with all applicable Federal, State, and
local laws, rules, regulations, ordinances, guidelines and directives, and all provisions
required thereby to be included in this Agreement are hereby incorporated herein by
reference. Contractor shall have up to fifteen (15) days to correct any noncompliance
with County rules, regulations, ordinances, guidelines and directives following
written notice from County including written copies of such applicable rules,
regulations, ordinances, guidelines and/or directives.

35.2

Contractor shall indemnify, defend and hold harmless County, and its Special
Districts, elected and appointed officers, employees, and agents (hereinafter in this
Paragraph 35 "County"), from and against any and all claims, demands, damages,
liabilities, losses, costs and expenses, including, but not limited to, defense costs and
legal, accounting and other expert, consulting or professional fees, arising from or
related to any violation on the part of Contractor, its employees, agents or
subcontractors of any such laws, rules, regulations, ordinances, guidelines or
directives. Any legal defense pursuant to Contractor’s indemnification obligations
under this Paragraph 35.2 shall be conducted by Contractor and performed by counsel
selected by Contractor and approved by in writing by County, which approval shall

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not be unreasonably withheld. Notwithstanding the preceding sentence, County shall
have the right to participate in any such defense at its sole cost and expense, except
that in the event Contractor fails to provide County with a full and adequate defense,
as required by law or this Agreement, County shall be entitled to reimbursement for
all such costs and expenses.
36.

FAIR LABOR STANDARDS
Contractor shall comply with all applicable provisions of the Federal Fair Labor
Standards Act, and shall indemnify, defend and hold harmless County, and its Special
Districts, officers, employees and agents (hereinafter in this Paragraph 36 "County"),
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 County may be found jointly or
solely liable.

37.

NONDISCRIMINATION AND COMPLIANCE WITH CIVIL RIGHTS LAWS

37.1

Contractor certifies and agrees that all persons employed by it, its affiliates,
subsidiaries and holding companies will be treated equally without regard to or
because of race, color, religion, ancestry, national origin, sex, age, physical or mental
handicap, marital status, sexual orientation or political affiliation, in compliance with
all applicable Federal and State anti-discrimination laws and regulations.

37.2

Contractor shall, pursuant to Los Angeles County Code Section 4.32, certify to and
comply with the provisions of the Contractor’s EEO Certification (Exhibit F).

37.3

Contractor shall ensure that applicants and employees are treated equally during
employment, without regard to race, color, religion, ancestry, national origin, sex,
age, physical or mental handicap, marital status or political affiliation, in compliance
with all applicable Federal and State anti-discrimination laws and regulations. Such
action shall include, but is not limited to: employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other
forms of compensation, and selection for training, including apprenticeship.

37.4

Contractor certifies and agrees that it will deal with its subcontractors, bidders or
vendors without regard to or because of race, color, religion, ancestry, national origin,
sex, age, physical or mental handicap, marital status or political affiliation, except to
the extent necessary to comply with applicable Federal and State anti-discrimination
laws and regulations.

37.5

Contractor certifies that it, its affiliates, subsidiaries and holding companies are in
compliance with all Federal, State, and local laws, including, but not limited to:
1.
2.

Title VII, Civil Rights Act of 1964;
Section 504, Rehabilitation Act of 1973;

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3.
4.
5.

Age Discrimination Act of 1975;
Title IX, Education Amendments of 1973, as applicable; and
Title 43, Part 17, Code of Federal Regulations, Subparts A & B,

and that no person shall, on the grounds of race, creed, color, national origin, political
affiliation, marital status, sex, age, or handicap, be subject to discrimination as to any
privileges or uses gained under this Agreement or under any project, program or
activity supported by this Agreement.
37.6

Contractor shall allow County representatives access to Contractor’s employment
records during regular business hours to verify compliance with the provisions of this
Paragraph 37 when so requested by County.

37.7

If County finds that any of the provisions of this Paragraph 37 have been violated,
such violation shall, at the election of County, constitute a material breach of this
Agreement upon which County may terminate or suspend this Agreement. While
County reserves the right to determine independently that the anti-discrimination
provisions of this Agreement have been violated, in addition, a determination by the
California Fair Employment Practices Commission or the Federal Equal Employment
Opportunity Commission that Contractor has violated State or Federal antidiscrimination laws or regulations shall constitute a finding by County that Contractor
has violated the anti-discrimination provisions of this Agreement.

37.8

The parties agree that in the event Contractor is found to have violated the antidiscrimination provisions of this Agreement, and that such discrimination was
directly associated with the performance of services provided under this Agreement,
County may require, pursuant to Los Angeles County Code Section 4.32.010 (E), that
Contractor pay the sum of Five Hundred Dollars ($500) for each such violation, in
lieu of terminating or suspending this Agreement, as liquidated damages are
extremely difficult to ascertain or calculate precisely. In the alternative, County may
elect to terminate this Agreement pursuant to Paragraph 21 (Termination for Default).

38.

NONDISCRIMINATION IN SERVICES

38.1

Contractor shall not discriminate in the provision of services hereunder because of
race, color, religion, national origin, ancestry, sex, age, or physical or mental
handicap, in accordance with all applicable requirements of Federal and State law.
For the purpose of this Paragraph 38, discrimination in the provision of services may
include, but is not limited to, the following: denying any person any service or
benefit or the availability of the facility, providing any service or benefit to any
person which is not equivalent or is not provided in an equivalent manner or at an
equivalent time to that provided to others; subjecting any person to segregation or
separate treatment in any manner related to the receipt of any service; restricting any
person in any way in the enjoyment of any advantage or privilege enjoyed by others
receiving any service or benefit; and treating any person differently from others in
determining admission, enrollment quota, eligibility, membership, or any other
requirements or conditions which persons must meet in order to be provided any

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service or benefit.
38.2

Contractor shall ensure that recipients of services under this Agreement are provided
services without regard to race, color, religion, national origin, ancestry, sex, age, or
condition of physical or mental handicap.

39.

NO PAYMENT FOR SERVICES PROVIDED FOLLOWING EXPIRATION/
TERMINATION OF AGREEMENT
Contractor shall have no claim against County for payment of any money or
reimbursement, of any kind whatsoever, for any services provided by Contractor after
the expiration of other termination of this Agreement. Should Contractor receive any
such payment, it shall immediately notify County and shall immediately repay all
such funds to County. Payment by County for services rendered after expiration or
termination of this Agreement shall not constitute a waiver of County’s right to
recover such payment from Contractor. This provision shall survive the expiration or
other termination of this Agreement.

40.

RESTRICTIONS ON LOBBYING
Contractor, and each County lobbyist or County lobbying firm, as defined in Los
Angeles County Code Section 2.160.010, retained by Contractor, shall fully comply
with County’s Lobbyist Ordinance, Los Angeles County Code Chapter 2.160. Failure
on the part of Contractor or any County lobbyist or County lobbying firm retained by
Contractor to fully comply with County Lobbyist Ordinance shall constitute a
material breach of this Agreement, upon which County may immediately terminate or
suspend this Agreement.

41.

EMPLOYMENT ELIGIBILITY VERIFICATION

41.1

Contractor warrants that it fully complies with all Federal and State statutes and
regulations regarding employment of aliens and others and that all its employees
performing services under this Agreement meet the citizenship or alien status
requirements contained in Federal and State statutes and regulations, including but
not limited to, the Immigration Reform and Control Act of 1986 (P.L. 99-603). In the
event Contractor fails to comply with the provisions of this Paragraph 41, County
may, in its sole discretion, terminate this Agreement for default.

41.2

Contractor shall obtain from all employees performing under this Agreement, prior to
commencing any work hereunder, all verifications and other documentation of
employment eligibility status required by Federal statutes and regulations as they
currently exist and as they may be hereafter amended. Contractor shall retain such
documentation for the period prescribed by law.

41.3

Contractor shall indemnify, defend, and hold harmless County, its officers, employees
and agents from and against any and all claims, demands, damages, liabilities, losses,
costs, and expenses, including, but not limited to, defense costs and legal, accounting

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and other expert, consulting or professional fees, arising out of or in connection with
any employer sanctions and any other liability which may be assessed against
Contractor or County in connection with any alleged violation of any Federal or State
statutes or regulations pertaining to the eligibility for employment of any persons
performing work under this Agreement. Any legal defense pursuant to Contractor’s
indemnification obligations under this Paragraph 41 shall be conducted by Contractor
and performed by counsel selected by Contractor and approved by County in writing,
which approval shall not be unreasonably withheld. Notwithstanding the foregoing,
County shall have the right to participate in any such defense, at its sole cost and
expense, except that in the event Contractor fails to provide County with a full and
adequate defense, as required by law or this Agreement, County shall be entitled to
reimbursement for all such costs and expenses.
42.

HIRING OF EMPLOYEES

42.1

CONSIDERATION OF HIRING COUNTY EMPLOYEES TARGETED
EMPLOYMENT LIST

FOR

LAYOFF/ON RE-

Should Contractor require additional or replacement personnel after the Effective
Date to perform the work set forth herein, Contractor shall give first consideration for
such employment openings to qualified permanent County employees who are
targeted for layoff and qualified former County employees who are on a reemployment list during the term of this Agreement.
42.2

CONSIDERATION OF GAIN/GROW PROGRAM PARTICIPANTS FOR EMPLOYMENT
Should Contractor require additional or replacement personnel after the Effective
Date, Contractor shall give consideration for any such employment openings to
participants in the County’s Department of Public Social Services’ Greater Avenues
for Independence (GAIN) Program or General Relief Opportunity for Work (GROW)
Program who meet Contractor’s minimum qualifications for the open position. For
this purpose, consideration shall mean that Contractor will interview qualified
candidates. County will refer GAIN/GROW participants by job category to
Contractor.
Contractor shall contact the nearest GAIN/GROW office to get referrals of potential
personnel that meet Contractor’s minimum qualifications for the open position. A
listing of GAIN/GROW offices with contact information may be accessed at:
http://www.ladpss.org/dpss/gainservices/default.cfm. In the event that both laid-off
County employees and GAIN/GROW participants are available for hiring, the County
employees shall be given first priority.

42.3

PROHIBITION AGAINST INDUCEMENT AND PERSUASION

42.3.1

Contractor and County agree that, during the term of this Agreement and for a period
of one (1) year thereafter, neither party shall in any way intentionally induce or
persuade any employee of one party to become an employee or agent of the other

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party.
42.3.2

Notwithstanding the foregoing, County shall be entitled to make offers of
employment to employees of Contractor necessary or desirable to perform work
described in this Agreement, in the event that: (i) County has the right to terminate
this Agreement pursuant to Paragraph 23 (Termination for Insolvency); (ii) this
Agreement is terminated by County due to Contractor’s default pursuant to Paragraph
21 (Termination for Default); or (iii) Contractor either announces the withdrawal of
support of, or otherwise no longer provides services County deems essential to, the
ongoing support of the System.

42.3.3

The prohibition in this Paragraph 42.3 shall not apply to any hiring action initiated
through a public announcement.

43.

CONTRACTOR’S WARRANTY OF ADHERENCE TO COUNTY’S CHILD
SUPPORT COMPLIANCE PROGRAM

43.1

Contractor acknowledges that County has established a goal of ensuring that all
individuals who benefit financially from County through County agreements are in
compliance with their court-ordered child, family and spousal support obligations in
order to mitigate the economic burden otherwise imposed upon County and its
taxpayers.

43.2

As required by County’s Child Support Compliance Program (County Code Chapter
2.200) and without limiting Contractor’s duty under this Agreement to comply with
all applicable provisions of State and Federal law, Contractor warrants that it is now
in compliance and shall during the term of this Agreement maintain compliance with
employment and wage reporting requirements as required by the Federal Social
Security Act (42 USC Section 653(a)) and California Unemployment Insurance Code
Section 1088.5, and shall, implement all lawfully served Wage and Earnings
Withholding Orders or County’s Child Support Services Department Notices of
Wage and Earnings Assignment for Child or Spousal Support, pursuant to Code of
Civil Procedure Section 706.031 and Family Code Section 5246(b).

44.

TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN
COMPLIANCE WITH COUNTY’S CHILD SUPPORT COMPLIANCE
PROGRAM
Failure of Contractor to maintain compliance with the requirements set forth in
Paragraph 43 (Contractor’s Warranty of Adherence to County’s Child Support
Compliance Program) shall constitute a default by Contractor under this Agreement.
Without limiting the rights and remedies available to County under any other
provision of this Agreement, failure to cure such default within ninety (90) days of
notice by County’s Child Support Services Department shall be grounds upon which
the Auditor-Controller or County’s Board of Supervisors may terminate this
Agreement pursuant to Paragraph 21 (Termination for Default) and pursue debarment
of Contractor pursuant to Paragraph 47 (Contractor Responsibility and Debarment).

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45.

CONFIDENTIALITY OF CORI INFORMATION
Contractor shall provide to County an executed Confidentiality of CORI Information
agreement (Exhibit G) for each of its employees and employees of any County
approved subcontractors performing work under this Agreement. Such agreements
shall be delivered to County's Contract Administrator at the address set forth in
Section I (County's Key Personnel) of Exhibit D (Administration of Agreement) on or
immediately after the Effective Date, but in no event later than the date any such
employee first performs work under this Agreement.

46.

NOTICE TO EMPLOYEES REGARDING THE FEDERAL EARNED INCOME
CREDIT
Contractor shall notify its employees, and shall require each subcontractor to notify
its employees, that they may be eligible for the Federal Earned Income Credit under
the Federal income tax laws. Such notice shall be provided in accordance with the
requirements set forth in Internal Revenue Service Notice 1015.

47.

CONTRACTOR RESPONSIBILITY AND DEBARMENT

47.1

A responsible contractor is a contractor who has demonstrated the attribute of
trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily
perform the contract. It is County’s policy to conduct business only with responsible
contractors.

47.2

Contractor is hereby notified that, in accordance with Chapter 2.202 of the Los
Angeles Code, if County acquires information concerning the performance of
Contractor on this Agreement or other contracts which indicates that Contractor is not
responsible, County may, in addition to other remedies provided in this Agreement,
debar Contractor from bidding or proposing on, or being awarded, and/or performing
work on, County agreements for a specified period of time, which generally will not
exceed five (5) years but may exceed five (5) years or be permanent if warranted by
the circumstances, and terminate any or all existing agreements Contractor may have
with County.

47.3

County may debar Contractor if County’s Board of Supervisors finds, in its
discretion, that Contractor has done any of the following: (i) violated any term of an
agreement with County; (ii) committed any act or omission which negatively reflects
on Contractor’s quality, fitness or capacity to perform an agreement with County or
any other public entity, or engaged in a pattern or practice which negatively reflects
on same; (iii) committed an act or offense which indicates a lack of business integrity
or business honesty; or (iv) made or submitted a false claim against County or any
other public entity.

47.4

If there is evidence that Contractor may be subject to debarment, County’s Project
Director, or his/her designee, will notify Contractor in writing of the evidence which

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is the basis for the proposed debarment and will advise Contractor of the scheduled
date for a debarment hearing before County’s Contractor Hearing Board.
47.5

The Contractor Hearing Board will conduct a hearing where evidence on the
proposed debarment is presented. Contractor and/or Contractor’s representative shall
be given an opportunity to submit evidence at that hearing. After the hearing, the
Contractor Hearing Board shall prepare a tentative proposed decision, which shall
contain a recommendation regarding whether Contractor should be debarred, and, if
so, the appropriate length of time of the debarment. If Contractor fails to avail itself
of the opportunity to submit evidence to the Contractor Hearing Board, Contractor
may be deemed to have waived all rights of appeal.

47.6

A record of the hearing, the proposed decision and any other recommendation of the
Contractor Hearing Board shall be presented to County’s Board of Supervisors. The
Board of Supervisors shall have the right to modify, deny or adopt the proposed
decision and recommendation of the Contractor Hearing Board.

47.7

If Contractor has been debarred for a period longer than five (5) years, then
Contractor may, after the debarment has been in effect for at least five (5) years,
submit a written request for review of the debarment determination to reduce the
period of debarment or terminate the debarment. County may, in its discretion,
reduce the period of debarment or terminate the debarment if it finds that such
Contractor has adequately demonstrated one or more of the following: (1)
elimination of the grounds for which the debarment was imposed; (2) a bona fide
change in ownership or management; (3) material evidence discovered after
debarment was imposed; or (4) any other reason that is in the best interests of County.

47.8

The Contractor Hearing Board will consider a request for review of a debarment
determination only where (1) the requesting Contractor has been debarred for a period
longer than five (5) years, (2) the debarment has been in effect for at least five (5)
years and (3) the request is in writing, states one or more of the grounds for reduction
of the debarment period or termination of the debarment, and includes supporting
documentation. Upon receiving an appropriate request, the Contractor Hearing Board
will provide notice of the hearing on the request. At the hearing, the Contractor
Hearing Board shall conduct a hearing where evidence on the proposed reduction of
debarment period or termination of debarment is presented. This hearing shall be
conducted and the request for review decided by the Contractor Hearing Board
pursuant to the same procedures as for a debarment hearing.

47.9

The Contractor Hearing Board’s proposed decision shall contain a recommendation
on the request to reduce the period of debarment or terminate the debarment. The
Contractor Hearing Board shall present its proposed decision and recommendation to
County's Board of Supervisors. County's Board of Supervisors shall have the right to
modify, deny, or adopt the proposed decision and recommendation of the Contractor
Hearing Board.

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47.10

The terms and procedures of this Paragraph 47 shall also apply to subcontractors,
consultants and partners of Contractor performing work under this Agreement.

48.

COUNTY AUDIT SETTLEMENTS
If, at any time during or after the term of this Agreement, representatives of County
conduct an audit of Contractor regarding the work performed under this Agreement,
and if such audit finds that County’s dollar liability for such work is less than
payments made by County to Contractor, then the difference, together with County’s
reasonable costs of audit, shall, at County’s sole discretion, either be: (i) repaid by
Contractor to County by cash payment upon demand; or (ii) deducted from any
amounts due to Contractor from County, whether under this Agreement or otherwise.
If such audit finds that County’s dollar liability for such work is more than payments
made by County to Contractor, then the difference shall be repaid by County to
Contractor, but in no event shall County’s payments to Contractor exceed the
Contract Sum identified in Paragraph 8 (Contract Sum).

49.

FEDERAL ACCESS TO RECORDS
If, and to the extent that, Section 1861(v)(1)(i) of the Social Security Act (42 United
States Code Section 1395x(v)(1)(i) is applicable, Contractor agrees that for a period
of five (5) years following the furnishing of services under this Agreement,
Contractor shall maintain and make available, upon written request, to the Secretary
of the United States Department of Health and Human Services or the Comptroller
General of the United States or to any of their authorized representatives, the
agreements, books, documents and records of Contractor which are necessary to
verify the nature and extent of the costs of services provided hereunder. Furthermore,
if Contractor carries out any of the services provided hereunder through any
subcontract with a value or cost of Ten Thousand Dollars ($10,000) or more over a
twelve month period with a related organization (as that term is defined under Federal
law), Contractor agrees that each such subcontract shall provide for such access to the
subcontract, books, documents, and records of the subcontractor.

50.

LICENSES, PERMITS, REGISTRATIONS, ACCREDITATIONS AND
CERTIFICATES
Contractor shall obtain and maintain in effect during the term of this Agreement all
licenses, permits, registrations, accreditations and certificates required by all Federal,
State, and local laws, ordinances, rules, regulations, guidelines and directives, which
are applicable to Contractor’s services under this Agreement. Contractor shall further
ensure that all of its officers, employees, agents and subcontractors who perform
services hereunder, shall obtain and maintain in effect during the term of this
Agreement all licenses, permits, registrations, accreditations and certificates which
are applicable to their performance hereunder. A copy of each such license, permit,
registration, accreditation and certificate required by all applicable Federal, State, and
local laws, ordinances, rules, regulations, guidelines and directives shall be provided,
in duplicate, to County's Contract Administrator at the address set forth in Section I

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(County's Key Personnel) of Exhibit D (Administration of Agreement).
51.

NEW TECHNOLOGY
Contractor and County acknowledge the probability that the technology of the
software comprising the System will change and improve during the term of this
Agreement. County desires the flexibility to incorporate into the System any new
technologies as they may become available. Accordingly, Contractor’s Project
Manager shall, promptly upon discovery and on a continuing basis, apprise County’s
Contract Administrator and County’s Project Manager of all new technologies,
methodologies and techniques which Contractor considers to be applicable to the
System. Specifically, upon County’s request, Contractor shall provide, in writing, a
description of such new technologies, methodologies and techniques, indicating the
advantages and disadvantages of incorporating same into the System, and provide an
estimate of the impact such incorporation will have on the performance, scheduling
and price of the System. County, at its sole discretion, may request that this
Agreement be amended to incorporate the new technologies, methodologies and
techniques into the System pursuant to the provisions of Paragraph 4 (Change Notices
and Amendments).

52.

NO THIRD PARTY BENEFICIARIES
Notwithstanding any other provision of this Agreement, Contractor and County do
not in any way intend that any person or entity shall acquire any rights as a third party
beneficiary of this Agreement, except that this provision shall not be construed to
diminish Contractor’s indemnification obligations hereunder.

53.

GOVERNING LAW, JURISDICTION AND VENUE
This Agreement shall be governed by, and construed in accordance with, the laws of
the State of California applicable to agreements made and to be performed within the
State. Contractor agrees and consents to the exclusive jurisdiction of the courts of the
State of California for all purposes regarding this Agreement and further agrees and
consents that venue of any action brought hereunder shall be exclusively in the
County of Los Angeles, California. As with respect to claims that are subject to
exclusive Federal subject matter jurisdiction, Contractor agrees and consents to the
exclusive jurisdiction of the Federal District Court of the Central District of
California.

54.

DISPUTE RESOLUTION PROCEDURE

54.1

Contractor and County agree to act immediately to mutually resolve any disputes
which may arise with respect to this Agreement. All such disputes shall be subject to
the provisions of this Paragraph 54 (such provisions shall be collectively referred to
as the "Dispute Resolution Procedure"). Time is of the essence in the resolution of
disputes.

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54.2

Contractor and County agree that, the existence and details of a dispute
notwithstanding, both parties shall continue without delay their performance
hereunder, except for any performance which County determines should be delayed
as a result of such dispute.
If Contractor fails to continue without delay its performance hereunder which County,
in its sole discretion, determines should not be delayed as a result of such dispute,
then any additional costs which may be incurred by Contractor or County as a result
of Contractor’s failure to continue to so perform shall be borne by Contractor, and
Contractor shall make no claim whatsoever against County for such costs. Contractor
shall promptly reimburse County for such County costs, as determined by County, or
County may deduct all such additional costs from any amounts due to Contractor
from County.
If County fails to continue without delay to perform its responsibilities under this
Agreement which County determines should not be delayed as a result of such
dispute, then any additional costs incurred by Contractor or County as a result of
County’s failure to continue to so perform shall be borne by County, and County shall
make no claim whatsoever against Contractor for such costs. County shall promptly
reimburse Contractor for all such additional Contractor costs subject to the approval
of such costs by County.

54.3

In the event of any dispute between the parties with respect to this Agreement,
Contractor and County shall submit the matter to their respective Project Managers
for the purpose of endeavoring to resolve such dispute.

54.4

In the event that the Project Managers are unable to resolve the dispute within a
reasonable time not to exceed ten (10) days from the date of submission of the
dispute, then the matter shall be immediately submitted to the parties’ respective
Project Directors (with a copy to County’s Contract Administrator) for further
consideration and discussion to attempt to resolve the dispute.

54.5

In the event that the Project Directors are unable to achieve a resolution of the dispute
acceptable to both parties, then each party may assert its other rights and remedies
provided under this Agreement and/or its rights and remedies as provided by law.

54.6

All disputes utilizing this dispute resolution procedure shall be documented in writing
by each party and shall state the specifics of each alleged dispute and all actions
taken. The parties shall act in good faith to resolve all disputes. At all three (3) levels
described in this Paragraph 54, the efforts to resolve a dispute shall be undertaken by
conference between the parties’ respective representatives, either orally, by
face-to-face meeting or by telephone, or in writing by exchange of correspondence.

54.7

Notwithstanding any other provision of this Agreement, County’s right to terminate
this Agreement pursuant to Paragraph 23 (Termination for Insolvency), Paragraph 21
(Termination for Default), Paragraph 24 (Termination for Improper Consideration),
Paragraph 22 (Termination for Convenience), or any other termination provision

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hereunder, and County’s right to seek injunctive relief to enforce the provisions of
Paragraphs 15 (Proprietary Considerations) and 20 (Confidentiality), shall not be
subject to this Dispute Resolution Procedure. The preceding sentence is intended
only as a clarification of County’s rights, and shall not be deemed to impair any
claims that Contractor may have against County or Contractor’s rights to assert such
claims after any such termination or such injunctive relief has been obtained.
55.

WAIVER
No breach by Contractor of any provision of this Agreement can be waived unless
done in writing. No waiver by County of any breach of any provision of this
Agreement shall constitute a waiver of any other breach or of such provision. Failure
of County to enforce at any time, or from time to time, any provision of this
Agreement shall not be construed as a waiver thereof. The rights and remedies set
forth in this Agreement shall not be exclusive and are in addition to any other rights
and remedies provided by law or under this Agreement.

56.

CONTRACTOR PERFORMANCE DURING CIVIL UNREST AND DISASTER
Contractor recognizes that County provides services essential to the residents of the
communities it serves, and that these services are of particular importance at the time
of a riot, insurrection, civil unrest, natural disaster or similar event. Notwithstanding
any other provision of this Agreement, full performance by Contractor during any
riot, insurrection, civil unrest, natural disaster or similar event is not excused if such
performance remains physically possible without related danger to Contractor’s or
subcontractors’ employees and suppliers. During any such event in which the health
or safety of any of Contractor’s staff members would be endangered by performing
their services on-site, such staff members may perform any or all of their services
remotely. Failure to comply with this requirement shall be considered a material
breach of this Agreement by Contractor, for which County may immediately
terminate this Agreement.

57.

DAMAGE TO COUNTY FACILITIES, BUILDINGS OR GROUNDS

57.1

Contractor shall repair, or cause to be repaired, at its own cost, any and all damage to
County facilities, buildings, or grounds caused by Contractor or employees or agents
of Contractor. Such repairs shall be made immediately after Contractor has become
aware of such damage, but in no event later than thirty (30) days after the occurrence.

57.2

If Contractor fails to make timely repairs, County may make any necessary repairs.
All costs incurred by County, as determined by County, for such repairs shall be
repaid by Contractor by cash payment upon demand or, without limitation of all
County’s other rights and remedies provided by law or under this Agreement, County
may deduct such costs from any amounts due Contractor from County under this
Agreement.

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58.

AUTHORIZATION WARRANTY
Contractor represents and warrants that the person executing this Agreement or any
Amendment thereto pursuant to Paragraph 4 (Change Notices and Amendments) for
Contractor is an authorized agent who has actual authority to bind Contractor to each
and every term, condition and obligation of this Agreement, and that all requirements
of Contractor have been fulfilled to provide such actual authority.

59.

FORMS AND PROCEDURES
All forms and procedures used by Contractor in implementation of the provisions of
this Agreement shall be subject to review and approval by County prior to use by
Contractor. Such forms and procedures shall not conflict in any way with this
Agreement and shall incorporate the terms and conditions of this Agreement. In the
event of any conflict between such forms and procedures and this Agreement, the
provisions of this Agreement shall prevail.

60.

MINIMUM AGE, LANGUAGE SKILLS AND LEGAL STATUS OF
CONTRACTOR PERSONNEL
Contractor cannot assign employees under the age of eighteen (18) to perform work
under this Agreement. All of Contractor’s employees working at County facilities
must be able to communicate in English. Contractor’s employees must be United
States citizens or legally present and permitted to work in the United States.

61.

VALIDITY AND SEVERABILITY

61.1

VALIDITY
The invalidity, unenforceability or illegality of any provision of this Agreement shall
not render the other provisions hereof invalid, unenforceable or illegal, unless the
essential purposes of this Agreement shall be materially impaired thereby.

61.2

SEVERABILITY
In the event that any provision herein contained is held to be invalid, void or illegal
by any court of competent jurisdiction, the same shall be deemed severable from the
remainder of this Agreement, if practicable, and shall in no way affect, impair or
invalidate any other provision contained herein. If any such provision shall be
deemed invalid in its scope or breadth, such provision shall be deemed valid to the
extent of the scope or breadth permitted by law. If any provision of this Agreement is
adjudged void or invalid for any reason whatsoever, but would be valid if part of the
wording thereof were deleted or changed, then such provision shall apply with such
modifications, as may be necessary, to make it valid and effective.

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62.

NOTICES

62.1

All notices or demands required or permitted to be given or made under this
Agreement, unless otherwise specified, shall be in writing and shall be addressed to
the parties identified in Exhibit D (Administration of Agreement): (i) by hand with
signed receipt; (ii) by first-class registered or certified mail, postage prepaid; or (iii)
by facsimile or electronic mail transmission followed within twenty-four (24) hours
by an original version of the document mailed by first-class registered or certified
mail, postage prepaid. Notices shall be deemed given at the time of signed receipt in
the case of hand delivery, three (3) days after deposit in the United States mail as set
forth above, or on the date of facsimile or electronic mail transmission if followed by
timely confirmation mailing. Addresses may be changed by either party by giving ten
(10) days prior written notice thereof to the other party.

62.2

Director shall have the authority to issue all notices or demands which are required or
permitted to be issued by County under this Agreement.

62.3

All such notices shall be provided to the applicable parties designated in Exhibit K
(Administration of Agreement).

62.4

Each party may change the names of the people designated to receive notices
pursuant to this Paragraph 62 by giving written notice of the change to the other
party, subject to County’s right of approval in accordance with Paragraph 3.3
(Approval of Contractor’s Staff).

63.

CONTRACT MONITORING AND ENFORCEMENT

63.1

The Department shall be responsible for the enforcement of this Agreement on behalf
of County and shall be assisted therein by those officers and employees of County
having duties in connection with the administration thereof. The Department hereby
reserves the right to:
1.

Assign such personnel as are needed to serve as Contract Monitor(s) in order to
inspect and review Contractor’s performance of, and compliance with, all
contractual services, duties, obligations, responsibilities, administrative
procedures and staffing as set forth in this Agreement; and,

2.

Require Contractor to provide such written documentation and/or regular
reports, as the Department deems necessary, to verify and review Contractor’s
performance under this Agreement.

63.2

Contractor hereby agrees to cooperate with the Department, County, and any
appropriate State or Federal representative, in the review and monitoring of
Contractor’s services, records and procedures at any reasonable time.

63.3

At the request of the Department, Contractor’s representatives shall attend meetings
and/or training sessions, as determined by the Department, for the purpose(s) of

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orientation, information sharing, Agreement revision, and/or description of County
policies and procedural standards.
63.4

In the event County commences legal proceedings for the enforcement of this
Agreement, Contractor does hereby agree to pay any sum which may be awarded to
County by the Court for attorneys’ fees and costs incurred in the action brought
thereon.

64.

ARM’S LENGTH NEGOTIATIONS
This Agreement is the product of arm’s length negotiations between Contractor and
County. Consequently, each party has had the opportunity to receive advice from
independent counsel of its own choosing. This Agreement is to be interpreted fairly
as between the parties and not strictly construed as against either party.

65.

NON-EXCLUSIVITY
Nothing herein is intended nor shall be construed as creating any exclusive
arrangement with Contractor. This Agreement shall not restrict County from
acquiring similar, equal or like goods and/or services from other entities or sources.

66.

ACCESS TO COUNTY FACILITIES
Contractor, its employees and agents, will be granted access to County facilities,
subject to Contractor’s prior notification to County’s Project Director, for the purpose
of executing Contractor’s obligations hereunder. Access to County facilities shall be
restricted to normal business hours, 8:00 a.m. until 5:00 p.m., Pacific Time, Monday
through Friday, County observed holidays excepted. Access to County facilities
outside of normal business hours must be approved in writing in advance by County’s
Project Director, which approval shall not be unreasonably withheld. Contractor shall
have no tenancy, or any other property or other rights, in County facilities. While
present at County facilities, Contractor’s personnel shall be accompanied by County
personnel at all times, unless this requirement is waived in writing prior to such event
by County’s Project Director.

67.

COUNTY FACILITY OFFICE SPACE
In order for Contractor to perform services hereunder and only for the performance of
such services, County may elect, subject to County’s standard administrative and
security requirements, to provide Contractor with office space and equipment, as
determined at the discretion of the County’s Project Director, at County facilities, on
a non-exclusive use basis. County will also provide Contractor with reasonable
telephone service in such office space for use only for purposes of this Agreement.
County disclaims any and all responsibility for the loss, theft or damage of any
property or material left at such County office space by Contractor.

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68.

PHYSICAL ALTERATIONS
Contractor shall not in any way physically alter or improve any County facility
without the prior written approval of Director, County’s Project Director, County’s
Project Manager and the Director of County’s Internal Services Department, in their
discretion.

69.

CONTRACTOR’S OFFICES
Contractor’s business offices are located at the address listed in Section II
(Contractor's Key Personnel) of Exhibit D (Administration of Agreement).
Contractor shall notify in writing County's Contract Administrator at the address
listed in Section I (County's Key Personnel) of Exhibit D (Administration of
Agreement) of any change in its business address at least ten (10) business days prior
to the effective date thereof.

70.

DELIVERY AND RISK OF LOSS
Contractor shall bear the full risk of loss due to total or partial destruction of the
Application Software loaded on CDs or other computer media until such items are
delivered to and accepted in writing by County.

71.

STAFF PERFORMANCE WHILE UNDER THE INFLUENCE
Contractor shall use reasonable efforts to ensure that no employee of Contractor shall
perform services hereunder while under the influence of any alcoholic beverage,
medication, narcotic or other substance, which might impair his/her physical or
mental performance.

72.

TIME IS OF THE ESSENCE
Time is of the essence of this Agreement.

73.

CAPTIONS AND PARAGRAPH HEADINGS
Captions and paragraph headings used in this Agreement are for convenience only
and are not a part of this Agreement and shall not be used in construing this
Agreement.

74.

NOTICE OF DELAYS
Except as otherwise provided herein, when either party has knowledge that any actual
or potential situation is delaying or threatens to delay the timely performance of this
Agreement, that party shall immediately, but no later than within one (1) business
day, give to the other party notice thereof, with all relevant information with respect
to such actual or potential delay, by telephoning the appropriate personnel of that
party, followed by a written notification within one (1) business day.

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75.

COUNTY POLICY REGARDING RECYCLED PAPER
Consistent with the Board of Supervisors’ policy to reduce the amount of solid waste
deposited at County landfills, Contractor agrees to use recycled-content paper to the
maximum extent possible for the purpose of this Agreement.

76.

COMPLIANCE WITH COUNTY’S JURY SERVICE PROGRAM

76.1

JURY SERVICE PROGRAM
This Agreement is subject to the provisions of County’s ordinance entitled Contractor
Employee Jury Service Program (hereinafter “Jury Service Program” or “Program”)
as codified in Sections 2.203.010 through 2.203.090 of the Los Angeles County Code
(hereinafter “County Code”).

76.2

WRITTEN EMPLOYEE JURY SERVICE POLICY

76.2.1

Unless Contractor has demonstrated to County’s satisfaction either that Contractor is
not a “Contractor” as defined under the Jury Service Program (Section 2.203.020 of
the County Code) or that Contractor qualifies for an exception to the Jury Service
Program (Section 2.203.070 of the County Code), Contractor shall have and adhere to
a written policy that provides that its Employees (as defined in Paragraph 76.2.2
below) shall receive from Contractor, on an annual basis, no less than five (5) days of
regular pay for actual jury service. The policy may provide that Employees deposit
any fees received for such jury service with Contractor or that Contractor deduct from
the Employee’s regular pay the fees received for jury service.

76.2.2

For purposes of this Paragraph 76, “Contractor” means a person, partnership,
corporation or other entity which has an agreement with County or a subcontract with
Contractor and has received or will receive an aggregate sum of $50,000 or more in
any 12-month period under one or more County agreements or subcontracts.
“Employee” means any California resident who is a full time employee of Contractor.
“Full time” means forty (40) hours or more worked per week, or a lesser number of
hours if: 1) the lesser number is a recognized industry standard as determined by
County, or 2) Contractor has a long-standing practice that defines the lesser number
of hours as full-time. Full-time employees providing short-term, temporary services
of ninety (90) days or less within a 12-month period are not considered full-time for
purposes of the Jury Service Program. If Contractor uses any subcontractor to
perform services for County under this Agreement, the subcontractor shall also be
subject to the provisions of this Paragraph 76. The provisions of this Paragraph 76
shall be inserted into any such subcontract and a copy of the Jury Service Program
shall be attached to the agreement.

76.2.3

If Contractor is not required to comply with the Jury Service Program when the
Agreement commences, Contractor shall have a continuing obligation to review the
applicability of its “exception status” from the Jury Service Program, and Contractor

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shall immediately notify County if Contractor at any time either comes within the
Jury Service Program’s definition of “Contractor” or if Contractor no longer qualifies
for an exception to the Program. In either event, Contractor shall immediately
implement a written policy consistent with the Jury Service Program. County may
also require, at any time during this Agreement and at its sole discretion, that
Contractor demonstrate to County’s satisfaction that Contractor either continues to
remain outside of the Jury Service Program’s definition of “Contractor” and/or that
Contractor continues to qualify for an exception to the Program.
76.2.4

77.

Contractor’s violation of this Paragraph 76 of this Agreement may constitute a
material breach of the Agreement. In the event of such material breach, County may,
in its sole discretion, terminate this Agreement with Contractor and/or bar Contractor
from the award of future County agreements for a period of time consistent with the
seriousness of the breach.
SURVIVAL
The provisions in the following Paragraphs shall survive the expiration or termination
of this Agreement for any reason:
5.5

Unapproved Work

9.5

County’s Right to Withhold Payments

10.

Warranties

11.

System Ownership

14.

Indemnification and Insurance

15.

Proprietary Considerations

16.

Intellectual Property Indemnification

19.

Disclosure of Information

20.

Confidentiality

21.

Termination for Default

22.

Termination for Convenience

23.

Termination for Insolvency

24.

Termination for Improper Consideration

25.

Termination for Gratuities

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26.

Records and Audits

35.

Compliance with Applicable Laws

36.

Fair Labor Standards

41.

Employment Eligibility Verification

42.

Hiring of Employees

48.

County Audit Settlements

49.

Federal Access to Records

52.

No Third Party Beneficiaries

53.

Governing Law, Jurisdiction and Venue

61.

Validity and Severability
/
/
/

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IN WITNESS WHEREOF, County and Contractor by their duly authorized signatures have
caused this Agreement to be effective on the day, month and year first above written.

COUNTY OF LOS ANGELES:
INFORMATION SYSTEMS ADVISORY BODY

By _________________________________
JOHN RUEGG
DIRECTOR

CONTRACTOR: CAPITA TECHNOLOGIES, INC.

By _________________________________
Signature
__________________________________
Print Name
Title ________________________________

APPROVED AS TO FORM:
RAYMOND G. FORTNER, JR.
COUNTY COUNSEL

By
VICTORIA MANSOURIAN
Deputy County Counsel

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EXHIBIT A
STATEMENT OF WORK
I.

DESCRIPTION
This Exhibit A (Statement of Work) consists of instructions, tasks, subtasks, deliverables, goods,
services and other work and, unless specified otherwise, includes Attachments A.1 through A.3
thereto. Capitalized terms used in this Exhibit A without definition have the meanings given to
such terms in the body of the Agreement.
Contractor shall perform, complete and deliver all tasks, subtasks, deliverables, goods, services
and other work, however denoted, as set forth in this Exhibit A. Also defined herein are those
Tasks and Subtasks that involve participation of both Contractor and County. Unless otherwise
specified as an obligation of County, Contractor shall perform all Tasks and Subtasks and
provide all Deliverables as defined herein.
The general scope of work to be performed under this Agreement, includes, but is not limited to,
providing services to upgrade the Consolidated Criminal History Reporting System (CCHRS) to
the latest versions of Oracle database, Oracle Application Server, SSA Name(s) port to Identity
Systems latest GUI version and Unix operating system for utilization by County’s Information
System Advisory Body (ISAB). CCHRS will operate in the System environment provided by
County and approved and/or recommended by Contractor. Contractor shall perform all Tasks and
Subtasks associated with the services set forth in this Agreement and shall provide all associated
Deliverables within the timeframes specified in the Implementation Plan. Starting from Final
Acceptance, Contractor may also provide Optional Services, including but not limited consulting
services, professional services, programming, training, maintenance and support, upon County’s
request as provided in Exhibit B (Optional Services).
The services set forth in this Exhibit A will be successfully completed upon delivery of a
sufficiently user tested, fully functional System that meets the requirements and legal mandates
of County as detailed in this Agreement, while addressing all functions and requirements
described or referenced within this Exhibit A, including Attachment A.2 (Performance
Requirements).
A. SCOPE
County has identified that for completing the CCHRS upgrade, Contractor shall:
1. Move the CCHRS database and backend applications
•
•
•
•
•

from the current HP-UX v11.0 to IBM AIX (v5.3 is latest non-beta);
from the current Oracle Database v8.1.6 to Oracle Database v10.2 or 11;
from the current HP server hardware to the IBM server hardware;
from the current SAN in Downey to the new SAN; and
from the current DB version to a version that will support an OAS version that uses
chained SSL certificates.

2. Upgrade the Oracle Application Servers to a version compatible with the upgraded DB
version. CCHRSWeb’s current production OAS (v9.0.4.2) will not run with DB v10g or
11g, which require at least OAS 10.x.

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3. Migrate Identity Systems’ SSA-Name3 package from v1.6.1.04 (circa 1995) to the same
version on the AIX server.
B. OPTIONAL UPGRADE
Upon completion of an evaluation by Identity Systems, County may elect for Contractor to
perform one of the following options either in place of or following the migration of the
Identify Systems’ SSA-Name3 package described in Paragraph A.3 above:
i.

Upgrade Identity Systems’ SSA-Name3 package from v1.6.1.04 (circa 1995) to the latest
version on the AIX server, or

ii. Upgrade Identity Systems’ SSA-Name3 package from v1.6.1.04 (circa 1995) to the latest
version of Identity Systems’ Information Search Server (ISS) on the AIX server.

II.

OBJECTIVES
The objectives of the work to be provided by Contractor under this Agreement, including this
Statement of Work are as follows:
1. To start using the AIX server, which ISAB has already purchased.
2. To move the CCHRS application to a platform that is supported by the vendors.
3. To consolidate the CCHRS Database servers to a more cost effective and fault tolerant
platform.
4. To provide a database platform that supports the more advanced versions of Oracle
Application Server which in turn support certificate chaining. Production CCHRSWeb is
running on a version of OAS (V9.0.4.2) that supports the old v8.1.6 database, but does not
support chained certificates, the only type of certificate VeriSign will issue after September
30, 2008.
5. To provide a database platform that supports more advanced versions of Oracle Application
Server which will provide advanced features such as Database Connection Pooling. These
advanced features will enable the same hardware to support more user sessions, while losing
fewer connections.

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III.

TASKS AND DELIVERABLES
TASK 1 – PROJECT ADMINISTRATION
SUBTASK 1.1 – DEVELOP IMPLEMENTATION PLAN
Contractor shall review the CCHRS project requirements, including the functional
specifications and Performance Requirements, with County’s Project Director and County’s
Project Manager. Based upon that review Contractor shall prepare an Implementation Plan
and submit it for written approval to County’s Project Director. Any subsequent significant
modifications to the Implementation Plan shall require the prior written approval of
County's Project Director or his/her designee.
DELIVERABLE 1.1 – IMPLEMENTATION PLAN
Contractor shall prepare an Implementation Plan in accordance with Subtask 1.1 (Develop
Implementation Plan). The Implementation Plan shall provide the basis for the System
Upgrade services provided by Contractor under this Agreement, System Software
implementation and configuration, testing, data conversion and migration and any necessary
training. Subsequent to County’s Project Director’s approval, the Project Implementation
Plan may be modified only if such modification has been approved, in advance in writing by
County's Project Director or County’s Project Manager, as applicable.
SUBTASK 1.2 – PREPARE STATUS REPORTS AND CONDUCT CONFERENCES
Contractor's Project Manager shall provide full project management and control of project
activities during performance of all tasks set forth in this Exhibit A. This task shall include,
but not be limited to:
(A) Planning and direction;
(B) Contractor staffing and personnel matters, including management of Contractor
technical staff;
(B) Evaluation of results and status reporting;
(C) Incorporation of County’s business and technical requirements;
(D) Incorporation of required software modifications;
(E) Management and tracking of all issues and their resolution.
Contractor's Project Manager and County's Project Manager shall report project status
(Status Reports) on a regular basis and shall participate in regular status meetings and/or
teleconferences (Conferences). The project and reporting system shall include, but not be
limited to, the following components:
(A) Updated Implementation Plan;
(B) Status Reports and Conferences.

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The Status Reports prepared by Contractor's Project Manager pursuant to this Subtask 1.2
shall be used as the mechanism for Contractor to report any project risks or problems
identified as part of the implementation process.
DELIVERABLE 1.2 – STATUS REPORTS AND CONFERENCES
Contractor's Project Manager shall prepare and present to County's Project Manager a
written Status Report documenting project progress, plans and outstanding issues prepared
in accordance with Subtask 1.2 (Prepare Status Reports and Conduct Conferences).
Contractor's Project Manager shall meet with or conduct a status update phone call with
County’s Project Manager at least monthly to review these Project Status Reports and any
related matters. All variances shall be presented for approval at the Status Meeting. The
first report shall be presented to the County’s Project Manager one (1) calendar month
following the Effective Date, in a format approved by County.
TASK 2 – PERFORM SYSTEM UPDGRADE IN DEVELOPMENT ENVIRONMENT
Contractor shall set up an environment for loading the Existing Software and developing the
Modifications to complete the Application Software (“Development Environment”) on the
AIX server and perform the tasks set forth in Attachment A.1 (System Upgrade Tasks).
DELIVERABLE 2 – CERTIFICATE OF READINESS FOR DEVELOPMENT ENVIRONMENT
Contractor shall complete the System Upgrade in the Development Environment in
accordance with Task 2 (Perform System Upgrade in Development Environment).
Contractor shall develop an application deployment plan that provides complete
documentation for all software components, including technical configuration, required for
the System Software to be installed in the Test Environment. Contractor shall issue a
Certificate of Readiness verifying successful completion of System Upgrade in the
Development Environment and certifying that the System operates in accordance with the
Specifications.
TASK 3 – PERFORM SYSTEM UPDGRADE IN TEST ENVIRONMENT
Following successful completion and County’s approval of Deliverable 2 (Certificate of
Readiness for Development Environment), Contractor shall install System Software using
the same configuration in an environment provided by County for conducting Acceptance
Tests (“Test Environment”) by performing the tasks set forth in Attachment A.1 (System
Upgrade Tasks). Contractor shall conduct the first round of System testing, including
Acceptance Tests, to ensure that the configured Test Environment meets the Specifications
and shall issue a Certificate of Readiness verifying successful completion of System
Upgrade in the Test Environment and certifying that County is ready to conduct its own
System testing, including Acceptance Tests.
DELIVERABLE 3 – CERTIFICATE OF READINESS FOR TEST ENVIRONMENT
Contractor shall complete the System Upgrade in the Test Environment in accordance with
Task 3 (Perform System Upgrade in Test Environment). Contractor shall develop an
application deployment plan that provides complete documentation for all software
components, including technical configuration, required for the System Software to be
installed in the Production Environment. Contractor shall issue a Certificate of Readiness
verifying successful completion of System Upgrade in the Test Environment and certifying
that the System operates in accordance with the Specifications.

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TASK 4 – USER TESTING
County, with assistance and cooperation from Contractor, will perform the user tests
(“Acceptance Test(s)”) specified in this Task 4 below. County will report any identified
Deficiencies to Contractor. Contractor shall correct any Deficiencies identified by County
during each Acceptance Test and install corrections in the Test Environment for re-testing
by County. County will stop each Acceptance Test when the System has passed the
applicable testing criteria for such Acceptance Test and all Deficiencies discovered by
County during testing have been corrected by Contractor.
SUBTASK 4.1 – CONDUCT RELIABILITY TEST
Following successful completion and County’s approval of Deliverable 3 (Certificate of
Readiness for Test Environment), County will conduct the Reliability Test by operating the
System in a normal operating environment for a period of thirty (30) consecutive days with
a performance reliability level of at least 99.9%. Reliability shall be determined by
deducting downtime from the total number of hours that County operates the System.
Downtime, for the purpose of this Subtask 4.1, is defined as that period of time when it is
not possible to perform scheduled activities due to Application Software malfunction or the
System is being released to Contractor for remedial maintenance. Downtime shall be
calculated to the nearest one-tenth (1/10) of an hour and calculated as a percentage of a 24
hour day.
SUBTASK 4.2 – CONDUCT FUNCTIONAL TEST
County, with assistance and cooperation from Contractor, will perform the Functional Test
to verify that the System functions in accordance with the Specifications and properly
interfaces with the other County and State systems.
SUBTASK 4.3 – CONDUCT STRESS TEST
County, with assistance and cooperation from Contractor, will perform the Stress Test to
monitor and analyze the effect of heavy data traffic and large data files on performance of
the System.
TASK 5 – PERFORM SYSTEM UPGRADE IN PRODUCTION ENVIRONMENT
Following successful outcome of the Acceptance Tests conducted by County in accordance
with Task 4 (User Testing) in the Test Environment, Contractor shall install System
Software using the same configuration in an environment provided by County for
production (“Production Environment”) by performing the tasks set forth in Attachment A.1
(System Upgrade Tasks). Contractor shall review the Production Environment to ensure
that, as configured, it meets the Specifications and shall issue a Certificate of Readiness
verifying successful completion of System Upgrade in the Production Environment and
certifying that County is ready for Production Use.
DELIVERABLE 5 – CERTIFICATE OF READINESS FOR PRODUCTION ENVIRONMENT
Contractor shall complete the System Upgrade in the Production Environment in accordance
with Task 5 (Perform System Upgrade in Production Environment). Contractor shall
develop an application deployment plan that provides complete documentation for all
software components, including technical configuration, required for Production Use of the
System. Contractor shall issue a Certificate of Readiness verifying successful completion of

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System Upgrade in the Production Environment and certifying that the System operates in
accordance with the Specifications.
TASK 6 – NON-DEFICIENT SYSTEM PRODUCTION USE
Following successful completion and County’s approval of Deliverable 5 (Certificate of
Readiness for Production Environment), Contractor shall support the System in
Production Use with no Deficiencies, as determined in the sole judgment of County’s
Project Manager, for thirty (30) days from first Production Use. Upon occurrence of a
Deficiency, Contractor shall correct such Deficiency until all Deficiencies identified
during such 30-day period have been corrected. The System shall achieve Final
Acceptance when all Deficiencies identified during such 30-day period have been
corrected.
DELIVERABLE 6.1 – FINAL ACCEPTANCE
Contractor shall certify in writing that (i) the System was maintained in Production Use
for thirty (30) days from first Production Use, (ii) all Deficiencies identified during such
30-day period have been corrected, and (iii) the System has achieved Final Acceptance as
a result in accordance with Subtask 6.1 (Non-Deficient System Production Use).

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ATTACHMENT A.1
SYSTEM UPGRADE TASKS
Contractor shall perform the tasks set forth below for upgrading CCHRS pursuant to Task 2 (Perform
System Upgrade in Development Environment), Task 3 (Perform System Upgrade in Test Environment)
and Task 5 (Perform System Upgrade in Production Environment) under Exhibit A (Statement of Work).
Unless specified otherwise, all tasks shall be performed by Contractor.

NO.
DESCRIPTION
1. Upgrade the CCHRS database to the latest version of Oracle DB
(v11 released 7/07, v10.2 latest prior).

RESPONSIBILITY
Contractor

2.

Move the CCHRS database to the latest version of the AIX
operating system (v6 beta released 5/07, v5.3 latest prior released
8/04)

Contractor

3.

Identify training needed for CCHRS technical staff related to
supporting the upgraded CCHRS.

Contractor

4.

Train the CCHRS technical staff in all the new technologies and
new versions of old technologies.

County

5.

Create a CCHRS backend development environment for the AIX
server (IDE, builds).

Contractor

6.

Convert the CCHRS software management facility from RCS to
ClearCase.

Contractor and County

7.

Move the backend application code to the AIX server.

Contractor

8.

Migrate the SSA-Name3 package to the AIX server.

Contractor

9.

Upgrade the CCHRS name-search data with the new SSA-Name3
scoring, currently comprising 80,000,000 records.

Contractor, SSA-Name3
Contractor and County

10. Upgrade the CCHRS applications, both back end and front end, to
use the new SSA-Name3.

Contractor

11. Create a CCHRS backend production environment.

Contractor

12. Create CCHRS database scheduled backups, and recovery
processes

Contractor and County

13. Convert all scheduling and monitoring to use the AIX server.

Contractor and County

14. Decommission the PowerBuilder client applications, after ensuring County
that the LASD-RIB and LAPD “power users” have adequate
functionality in the CCHRSWeb Inquiry and Admin applications
to do their work.

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15. Convert the front-end applications to use the AIX server.

Contractor

16. If necessary, install a new JInitiator or substitute JRE in all of the
10,000+ CCHRS customer browsers.

Contractor to evaluate if
new JInitiator or substitute
JRE is needed; County to
perform installation
County

17. Ensure connectivity and access is unchanged for the 40+ CCHRS
customer agencies, after moving to the AIX server.
18. Convert the CCHRS mugshot retrieve-and-display interface with
LASD’s LACRIS to use the AIX server.

Contractor

19. Convert the JDIC interface to use the AIX server, including
Berkeley sockets or a substitute.

Contractor

20. Convert the PIX interface to use the AIX server.

County

21. Convert DOJ ftp’s to use the AIX server.

Contractor and County

22. Convert the DOTS web-services to use the AIX server.

Contractor

23. Convert the Downey Customer Assistance Center and the LASD’s Contractor
LACRIS Help Desk to handle the AIX server.
24. Upgrade Application Servers to a level compatible with a 10g/11g
database and capable of using chained SSL certificates. The
current CCHRSWeb version of OAS (9.0.4.2) is NOT compatible
with DB 10g/11g, nor capable of using chained SSL certificates.

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ATTACHMENT A.2
PERFORMANCE REQUIREMENTS
Contractor’s services relating to System Upgrade under this Agreement shall be subject to the
performance requirements set forth below (“Performance Requirements”).
1.

County will provide a fully functioning and adequate development, test and production environment
for all components of the System Upgrade. Contractor is not expected to incur time and cost in
installing and re-installing components in development, test, and or production environment if
inadequate hardware or software is provided such as lack of hardware horsepower or storage to
support the application.

2.

County will provide all software tools needed for the project.

3.

County will be responsible for obtaining assistance from its Internal Services Department (“ISD”)
and other County departments as necessary to complete the Tasks enumerated in the Statement of
Work.

4.

Contractor is responsible for all development and performance testing on the ISAB provided
development and test servers. County will supply Contractor with data that can be used to establish
performance standards during the performance of Task 4 (User Testing). County will also provide
tools that can help perform tests. Time incurred for diagnosing and resolving performance issues
that arise out of use of non-recommended hardware or infrastructure is not in scope for the project.

5.

Implementation of components of third party products that are not explicitly specified in this scope
of work is not included in the estimate provided.

6.

There are no screen/forms or reports development or any CCHRS enhancement included in this
project. As identified in the tasks and deliverables, the project is upgrading CCHRS to the versions
of database, application server and operating system noted.

7.

The scope of work does not include customization of third party product tools (example: ClearCase,
SSA-Name3, etc.). We will leverage the tools available with the products.

8.

County is responsible for implementing County LDAP Strategy in regards to this project. County is
also responsible for network/firewall/ load balancer and other infrastructure configuration.
Contractor is responsible for installing/upgrading as described in the Scope of Work section.

9.

County is responsible for providing licenses for tools needed for the project, including any testing
tools necessary to achieve the goals of the project.

10.

Establishment of virtual server environment (or similar infrastructure) or any issues that arise out of
such environment is not in scope for this project. County is responsible for diagnosing and
maintaining such environment, if utilized for the project.

11.

In order to control the project schedule and cost, the information exchange between team members
will be accomplished in a timely manner. When a deliverable is delivered to the County, the
County representatives will review the deliverable within a reasonable time period, submit a
comprehensive list of corrections (deleted “once”), and/or obtain the necessary acceptance signoff
signatures. The corrections have to be submitted on a timely manner. Timely is defined as 10

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business days for any deliverable submitted, except for user acceptance testing which is covered
under Assumption 12 below.
12.

County will designate resources to perform user acceptance testing. Contractor’s role is to provide
support for a maximum of 308 hours when County is conducting its user acceptance test. County
will submit a comprehensive list of corrections in as timely manner as possible so that Contractor
can fix such items (deleted “once”). Corrections will also be made for any fixes that cause
erroneous processing to occur for features that were originally working.

13.

Intentionally Omitted.

14.

User Help and documentation of third party tools is not in scope for this project. County will obtain
documentation of third party tools, including installation documentation from such third party
vendors.

15.

Implementation to production means a one-time deployment. If issues are encountered because of
unavailability of resources (County personnel or access to designated environment or inadequacy of
hardware), Contractor will notify County so that necessary arrangements can be made and
Contractor can keep the deployment in accordance with the schedule/cost.

16.

Intentionally Omitted.

17.

Intentionally Omitted.

18.

Facilities (cubicle workspace, etc.) for the resources working on the project will be provided by the
County.

19.

There will be no change to the programming languages (C, PL/SQL, Java).

20.

There will be no change (apparent to the customer) to the CCHRS consolidation functionality.

21.

There will be no change (apparent to the customer) to the CCHRSWeb or JDIC front-end
functionality.

22.

Rational ClearCase and ClearQuest will be used for software configuration management and
problem tracking, respectively.

23.

The old PowerBuilder client/server frontend willl not be supported.

24.

The Oracle Application Server(s) (OAS) will be updated to the most current release compatible with
the 10g/11g database.

25.

The LASD and LAPD management will commit to moving their staff off the old PowerBuilder
front-end CCHRS applications, well before moving to the AIX server. This may require changing
the replacement, CCHRSWeb Inquiry and Admin, to adequately accommodate their needs.

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ATTACHMENT A.3
ACCEPTANCE CRITERIA
Contractor’s Deliverables under the Statement of Work shall be subject to the acceptance criteria
(“Acceptance Criteria”) set forth in this Attachment A.3 below.

DELIVERABLE

ACCEPTANCE CRITERIA

1.1 Implementation Plan

The Implementation Plan provided by Contractor shall be acceptable
to County.

2. Certificate of Readiness for
Development Environment

i.

CCHRS consolidation runs in the AIX Development
environment without any differences in outputs from the current
production system, or with the differences declared acceptable.
The input will include three days’ “production” runs, each
including input from: every local LA County source system,
DOJ requests, and DOJ daily journal files.

ii.

SSA-Name3 scoring performs at least as well as current
production, across a reasonably representative set of CCHRS
production data.

3. Certificate of Readiness for
Test Environment
5. Certificate of Readiness for
Production Environment

iii. User accesses/logs-in to the database via the Oracle Forms
Application Server ‘Front End’.
iv. User updates CCHRS tables via the web-based Admin ‘Front
End’.
v.

User accesses via the JDIC interface, exercising the Search and
Rapsheet creation user functions.

vi. User creates a Rapsheet from the web-based ‘Front End’.
vii. The DOTS creates collection records, using CCHRSWeb
services and including mugshots, for five subjects.
viii. The Access Audit Log archival process operates once with the
same result as current production.
ix. Each of the scheduled batch processes operates once with the
same result as current production.
6. Final Acceptance

In addition to the Acceptance Criteria identified for Deliverables 2, 3
and 5, County’s acceptance of Deliverable 6 shall be subject to the
following:
x.

DB backup process has run twice on a scheduler.

xi. DB recovery process has been exercised, and shown to produce
an accurate and complete recovered DB, once.

CCHRS UPGRADE

MAY 2008
A-11

EXHIBIT B
OPTIONAL SERVICES
Contractor shall, upon the written request by County's Project Director, or his/her designee, provide
during the term of this Agreement Optional Services, including but not limited to consulting services,
professional services, programming, training, maintenance and support. Following County's request for
Optional Services, Contractor shall submit to County for approval a not-to-exceed Maximum Fixed Price
calculated by multiplying the Fixed Hourly Rate identified in Exhibit C (Schedule of Payments) by the
maximum number of hours it would take Contractor to complete the requested work. County and
Contractor shall agree on the Scope of Work, which shall at a minimum include the tasks and deliverables
to be performed, acceptance tests and criteria and warranty provisions, as applicable, and the Maximum
Fixed Price for completing such Optional Services. County and Contractor shall execute a Work Order for
performance of the services identified in the Scope of Work via a Change Notice prepared in accordance
with Paragraph 4 (Change Notices and Amendments) of the body of the Agreement.
All Optional Services provided by Contractor under this Agreement shall be subject to County's written
approval in accordance with the terms of this Agreement. All Optional Services provided hereunder shall
comply with the requirements of Contractor’s performance under the Agreement, including the
Specifications and those set forth in Attachment A.2 (Performance Requirements).

CCHRS UPGRADE

MAY 2008
B-1

EXHIBIT C
SCHEDULE OF PAYMENTS
I.

DELIVERABLES
This Section breaks down a payment schedule for all Deliverables under Exhibit A (Statement of Work)
provided prior to and including Final Acceptance by the corresponding percentage of the Implementation
Cost. As used herein and throughout the Agreement, the term “Implementation Cost” shall mean the cost
of tasks and deliverables provided by Contractor under Exhibit A (Statement of Work) for performing
System Upgrade. All Deliverables, other than Deliverable 6 (Final Acceptance), are subject to a 10%
holdback, as specified in Paragraph 9.6 (Holdbacks) of the body of the Agreement.

DELIVERABLE
NUMBER

1.1

DELIVERABLE
DESCRIPTION

IMPLEMENTATION DELIVERABLE
EXTENDED
COST
AMOUNT
AMOUNT (AFTER
PERCENTAGE
10% HOLDBACK)

Implementation Plan

5%

$28,675

$25,807.50

2

Certificate of Readiness for Development
Environment

30%

$172,050

$154,845

3

Certificate of Readiness for Test
Environment

20%

$114,700

$103,230

5

Certificate of Readiness for Production
Environment

35%

$200,725

$180,652.50

6

Final Acceptance

10%

57,350

$51,615

$573,500

$516,150

SUBTOTAL

II.

100%

OPTIONAL SERVICES
All Optional Services under the Agreement shall be provided by Contractor upon mutual agreement by
County and Contractor on the Maximum Fixed Price, as further described in Exhibit B (Optional
Services) calculated based on the Fixed Hourly Rate of $125. The Fixed Hourly Rate shall not increase
during the term of the Agreement. The amount allocated under this Agreement for providing any and all
Optional Services without increasing the Contract Sum (“Pool Dollars”) is $200,000.

III. CONTRACT SUM
The Contract Sum (as defined in Paragraph 8.1 (Maximum Contract Sum) of the body of the Agreement)
for this Agreement is $773,500 and includes the following components:
IMPLEMENTATION COST
$573,500
POOL DOLLARS
$200,000
-------------------------------------------------$773,500
CONTRACT SUM

CCHRS UPGRADE

MAY 2008
C-1

EXHIBIT D

ADMINISTRATION OF AGREEMENT

CCHRS UPGRADE

MAY 2008

D-5

EXHIBIT D – ADMINISTRATION OF AGREEMENT

I.

COUNTY’S KEY PERSONNEL

AGREEMENT No. _________________
COUNTY'S PROJECT DIRECTOR
Name:
Title:
Address:

John Ruegg
Director, Information Systems Advisory Body
12750 Center Court Drive, Suite 500
Cerritos, California 90703
Telephone:
(562) 403–6501
(562) 809–3049
Facsimile:
E-Mail Address: afarahani@isab.lacounty.gov

COUNTY'S PROJECT MANAGER
Name:
Title:
Address:

Ali Farahani
Director, Integration Services
12750 Center Court Drive, Suite 500
Cerritos, California 90703
Telephone:
(562) 403–6513
E-Mail Address: afarahani@isab.lacounty.gov

COUNTY'S CONTRACT ADMINISTRATOR
Name:
Title:
Address:

Felix Basadre
Assistant Director
12750 Center Court Drive, Suite 500
Cerritos, California 90703
Telephone:
(562) 403–6513
E-Mail Address: fbasadre@isab.lacounty.gov

CCHRS UPGRADE

MAY 2008

D-1

EXHIBIT D – ADMINISTRATION OF AGREEMENT
CAPITA TECHNOLOGIES, INC.
CONTRACTOR’S NAME

II.

COUNTY’S KEY PERSONNEL

AGREEMENT No. _________________
CONTRACTOR'S PROJECT DIRECTOR
Name:
Title:
Address:

Charlie S. Granville
Chief Executive Officer
17600 Gilette Avenue
Irvine, California 92614
Telephone:
(949) 260–3040
Facsimile:
(949) 851–9875
E-Mail Address: cgranville@capita.com

CONTRACTOR'S PROJECT MANAGER
Name:
Title:
Address:

Imelda Ford
Vice President of Technology and Operations
17600 Gilette Avenue
Irvine, California 92614
Telephone:
(949) 260–3009
Facsimile:
(949) 851–9875
E-Mail Address: jford@capita.com

CCHRS UPGRADE

MAY 2008

D-2

EXHIBIT E
EMPLOYEE ACKNOWLEDGMENT,
CONFIDENTIALITY AND ASSIGNMENT AGREEMENT
PROJECT NAME
CONTRACTOR/EMPLOYER NAME
LOS ANGELES COUNTY AGREEMENT NAME/NUMBER

I.

GENERAL INFORMATION
The organization identified above ("Contractor") is under contract ("Contract") to provide certain services to the
County of Los Angeles (“County”). The County requires each employee of this Contractor performing services
under this Contract to understand his/her obligations with respect to the personal and proprietary data with
which he/she will be in contact, and to acknowledge such obligations by executing this Employee
Acknowledgment, Confidentiality and Assignment Agreement.

II.

EMPLOYEE STATUS ACKNOWLEDGMENT
I understand and agree that the above-referenced Contractor is my sole employer for purposes of the abovereferenced Contract. I understand and agree that I must rely exclusively upon my employer for payment of
salary and any and all other benefits payable to me or on my behalf by virtue of my performance of work under
the above-referenced Contract.
I understand and agree that I am not an employee of the County for any purpose whatsoever and that I do not
have and will not acquire any rights or benefits of any kind from the County by virtue of my performance of
work under the above-referenced Contract. I understand and agree that I do not have and will not acquire any
rights or benefits from the County pursuant to any agreement between any person or entity and the County of
Los Angeles.
I understand and agree that I may be required to undergo a background and security investigation(s). I understand
and agree that my continued performance of services under the above referenced Contract is contingent upon my
passing, to the satisfaction of the County, any and all such investigations. I understand and agree that my failure to
pass, to the satisfaction of the County, any such investigation shall result in my immediate release from
performance under this Contract and/or any future contracts.

III.

CONFIDENTIALITY AGREEMENT
My work may be concerned with services provided by the County, and, therefore, I may have access to
confidential data and information pertaining to private individuals and/or entities receiving such services. I may
also have access to proprietary information belonging to other organizations doing business with the County.
The County has a legal obligation to keep confidential all such data and information in its possession, especially
data and information concerning health, criminal and welfare recipient records. I understand that, by virtue of
my involvement in County work, I too must protect the confidentiality of such data and information. I
understand I must sign this agreement to be eligible to perform work for my employer under the County
Contract. I have read this agreement and have taken due time to consider it prior to signing.

CCHRS UPGRADE

MAY 2008
E-1

I agree not to disclose to nor reproduce, for the benefit of any unauthorized person, any data or information
obtained while performing work under the above-referenced Contract between my employer and the County. I
agree to forward all requests for disclosure or copying of any such data or information in my possession or care
to my immediate supervisor. The parties hereby acknowledge and agree that no obligation of confidentiality
applies to residual knowledge learned (such as ideas, concepts know-how or techniques) and experience gained
by me as a result of performing the services. In addition, nothing herein shall prevent me or Contractor from
providing to others similar services, subject to any obligations of confidentiality.
I agree to protect from loss and to keep confidential all health, criminal and welfare recipient records and all
data, information and materials pertaining to persons and/or entities receiving services from the County, design
concepts, algorithms, programs, formats, documentation, County Materials, Contractor’s proprietary
information, and all other original materials produced, created or provided to or by me under the above
referenced Contract. I agree to protect these confidential materials against disclosure to other than my employer
or County employees who have a need to know the information. I agree that if proprietary information supplied
by other County vendors is provided to me during this employment, I shall keep such information confidential.
I agree to report to my immediate supervisor any and all unauthorized disclosures or copying of confidential or
proprietary data or information, whether accidental or intentional, and whether by myself and/or by any other
person, of which I become aware. I agree to return all confidential data, information and materials to my
immediate supervisor upon completion of the above-referenced Contract, or termination of my employment
with my employer, whichever occurs first.

SIGNED

DATE

PRINTED

POSITION

IV.

____/____/____

ASSIGNMENT OF PROPRIETARY RIGHTS
As used in this agreement, “Works” means (i) any inventions, trade secrets, ideas, original works of authorship
or Confidential Information (as defined below) that I conceive, develop, discover or make in whole or in part
during my employment with Contractor which relates to the Contract, (ii) any inventions, trade secrets, ideas,
original works of authorship or Confidential Information (as defined below) that I conceive, develop, discover
or make in whole or in part during or after my employment with Contractor which are made through the use of
any of Contractor’s equipment, facilities, supplies, trade secrets or time, or which result from any work I
perform for Contractor, and (iii) any part or aspect of any of the foregoing. “Confidential Information” means
all information or material disclosed to or known by me as a consequence of my employment with Contractor,
including third party information or information disclosed by County that Contractor treats as confidential, and
any information disclosed to or developed by me or embodied in or relating to the Works.
All Works shall belong exclusively to Contractor whether or not fixed in a tangible medium of expression.
Without limiting the foregoing, to the maximum extent permitted under applicable law, all Works shall be
deemed to be “works made for hire” under the United States Copyright Act, and Contractor shall be deemed to
be the author thereof.
If and to the extent any Works are determined not to constitute “works made for hire,” or if any rights in the
Works do not accrue to Contractor as a work made for hire, I irrevocably assign and transfer to Contractor to
the maximum extent permitted by law all right, title and interest in the Works, including but not limited to all
copyrights, patents, trade secret rights, and other proprietary rights in or relating to the Works. Without limiting
the foregoing, I irrevocably assign and transfer to Contractor all economic rights to the Works, including
without limitation the exclusive and unrestricted right to reproduce, manufacture, use, adapt, modify, publish,
distribute, sublicense, publicly perform and communicate, translate, lease, import, export, transfer, convey and
otherwise exploit the Works.

CCHRS UPGRADE

MAY 2008
E-2

I expressly approve any and all modifications, uses, publications and other exploitation of the Works that
Contractor or any successor or transferee of Contractor may elect to make, and I expressly agree that no such
modifications, uses, publications or exploitations will or may cause harm to my honor or reputation, or will be
deemed to constitute a distortion or mutilation of the Works.
I agree to provide any assistance reasonably requested by Contractor, now and in the future, to obtain United
States or foreign letters patent and copyright registrations covering inventions and original works of authorship
belonging or assigned to Contractor. I shall execute any transfers of ownership of letters patent or assignments of
copyrights or other proprietary rights transferred or assigned hereunder (including short form assignments
intended for recording with the U.S. Copyright Office, the U.S. Patent and Trademark Office or any other entity).
If Contractor is unable for any reason whatsoever, including my mental or physical incapacity, to secure my
signature to apply for or to pursue any application for any United States or foreign letters patent or copyright
registrations or on any document transferring or assigning any patent, copyright or other proprietary right that I
am obligated to transfer or assign, I irrevocably designate and appoint Contractor and its duly authorized officers
and agents as my agent and attorney in fact, to act for and on its behalf and stead to execute and file any such
applications and documents and to do all other lawfully permitted acts to further the prosecution and issuance of
letters patent or copyright registrations or transfers or assignments thereof or of any other proprietary rights with
the same legal force and effect as if executed by me. This appointment is coupled with an interest and is
irrevocable.
This agreement shall be construed in accordance with the provisions of Section 2870 of the California Labor
Code (the text of which follows) relating to inventions made by an employee. Accordingly, this agreement is
not intended and shall not be interpreted to assign to or vest in Contractor any of my rights in any inventions
developed entirely on my own time without using Contractor’s equipment, supplies, facilities, or trade secret
information, except for those inventions that either relate at the time of conception or reduction to practice of
the invention to Contractor’s business or the actual or demonstrably anticipated research or development of
Contractor, or result from any work I performed for Contractor.
CALIFORNIA LABOR CODE SECTION 2870. Employment Agreements; Assignment of Rights
(a) Any provision in an employment agreement which provides that an employee shall assign or offer to assign
any of his or her rights in an invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the employer’s equipment, supplies,
facilities, or trade secret information except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business or
actual or demonstrably anticipated research or development of the employer; or
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to require an employee to assign an
invention otherwise excluded from being required to be assigned under subdivision (a), the provision is
against the public policy of this state and is unenforceable.
I expressly acknowledge and agree that I wish to remain anonymous and not to have my name or any pseudonyms
used in connection with any Works, goods or services I provide under this agreement or the above referenced
Contract.
I acknowledge that violation of this agreement may cause irreparable harm to County, which may not be
compensated by monetary damages, and may subject me to civil and/or criminal action and that the County of
Los Angeles may seek all possible legal and equitable redress, including, without limitation, injunctive relief.

SIGNED

DATE

PRINTED

POSITION

CCHRS UPGRADE

____/____/____

MAY 2008
E-3

EXHIBIT F

CONTRACTOR’S EEO CERTIFICATION
________________________________________________________________
Contractor's Name
________________________________________________________________
Address
________________________________________________________________
Internal Revenue Service Employer Identification Number
GENERAL
In accordance with Subchapter VII of the Civil Rights Act of 1964, 42 USC Sections 2000e
through 2000e-17, and the Americans with Disabilities Act of 1990, CONTRACTOR, supplier, or
vendor certifies and agrees that all persons employed by such firm, its affiliates, subsidiaries, or
holding companies are and will be treated equally by the firm without regard to or because of
race, color, religion, ancestry, national origin, age, condition of physical or mental disability,
marital status, political affiliation or sex and in compliance with all anti-discrimination laws of
the United States of America and the State of California.
CONTRACTOR'S CERTIFICATION
(check one)
1.

The Contractor has a written policy statement prohibiting
discrimination in all phases of employment.

YES

NO

2.

The Contractor periodically conducts a self analysis or utilization
analysis of its work force.

YES

NO

3.

The Contractor has a system for determining if its employment
practices are discriminatory against protected groups.

YES

NO

4.

Where problem areas are identified in employment practices, the
Contractor has a system for taking reasonable corrective action to
include establishment of goals or timetables.

YES

NO

Name and title of signer

Signature

Date

CCHRS UPGRADE

MAY 2008
F-1

EXHIBIT G
CONFIDENTIALITY OF CORI INFORMATION

Criminal Offender Record Information (CORI) is that information which is recorded as the result
of an arrest, detention or other initiation of criminal proceedings including any consequent
proceedings related thereto. As an employee of _______________________________________
during the legitimate course of your duties, you may have access to CORI. The Information
Systems Advisory Body (ISAB) has a policy of protecting the confidentiality of Criminal
Offender Record Information.
You are required to protect the information contained in case files against disclosure to all
individuals who do not have a right-to-know or a need-to-know this information.
The use of any information obtained from case files or other related sources of CORI to make
contacts with probationers or their relatives, or to make CORI available to anyone who has no
real and proper reason to have access to this information as determined solely by the Probation
Department is considered a breach of confidentiality, inappropriate and unauthorized.
Any _______________________________________ employee engaging in such activities is in
violation of the ISAB's confidentiality policy and will be subject to appropriate disciplinary
action and/or criminal action pursuant to Section 11142 of the Penal Code.
I have read and understand ISAB's policy concerning the confidentiality of CORI records.

______________________________________
(Signature)
______________________________________
Name (Print)
______________________________________
Title
______________________________________
Date

The executed agreement shall be forwarded to County's Contract Administrator at the address
listed in Section I (County's Key Personnel) of Exhibit D (Administration of Agreement) on or
immediately after the Effective Date, but in no event later than the date the undersigned first
performs work under the Agreement.

______________________________________________________________________________
CCHRS UPGRADE

MAY 2008
G-1

EXHIBIT H

SAFELY SURRENDERED BABY LAW

EXHIBIT H

EXHIBIT H

EXHIBIT H

EXHIBIT H