PRICE IEQIOSJBS EOR ELECTRONIC CANDIDATE SOLUTION I Agreement RECITALS ..3 ARTICLES ..3 Definitions .. ..3 Genggal Tern-15 and Qonditions A. Goveming Law and Venue B. Entire Contract ..4 C. Amendments 1). Taxes ..4 E. Delivery ..4 F. AcceptancefPayment ..4 G. Warranty H. Patent/Copyright Infringement .. ..4 I. Assignment or Sub-contracting .., J. Non-Discrimination ..5 K. Termination ..S L. Consent to Breach Not Waiver ..5 . Remedies Not Exclusive .. .-. .. 5 Independent Contractor ..5 0. Performance ..L ..L ..5 P. ..6 Q. Bills and Liens R. Changes .. 8 S. Change of Ownership 8 T. Force .. U. Confidentiality .., ..8 I V. Contpliance with Laws 8 W. Freight 8 X. Pricing .. Y. Waiver of Jury Trial ., .. Z. Terms and Conditions AA. Headings ..9 BB. Severability .., ..9 CC. Calendar Days .1 ..9 DD. Attorney's Fees ..9 I BE. Interpretation ..9 . FF. Authority GG. Ernployee'E1igibility .. ..9 Additional Terms Conditions 1. Scope of Contract .. .. "10 2. Term of Contract .. 10 3. Contingency of Funds ..10 4. Precedence ..10 5. Compensation ..10 6. County and Contractor Project Manager ..1O 7. Contractor Personnel .. 10 Page I am Registrar of Voters Registrar of Voters I 8. ., 9. Contraetor's Records 1 1 I0. Conflict of Interest-- Contractor ..1 1 I 1. Ownership of Documents .. 1 1 I2. Data-Title to 1 13. Breach of Contract ..11 14. Contract Disputes .. 11 15. Stop Work ..-12 . 16. Orderly Termination . - Notices .. 12 18. Incorporation .. 13 19. Usage ..13 20. 13 21. Conditions Affecting Work. 22. Documentation I3 23. Contractor's Expense .. I4 24. Gratuities 25. Authorization Warranty ..14 26. News/Information ..l4 27. County of Orange Child Support Enforcement Requirements 14 28. Grant of Renewable, Annual, Enterprise, Object Code Use License "'14 29. Publication L5 30. Errors and Omissions 31. Software-Future Releases ..15 Signature Page .. 16 . A 1 Attachment A - Scope of Work ..17 Attachment - Attachment - Implementation PlanfPfoje'ct' Schedule' ..23 Attachuient - Sofifwase Products'Ma'intenai1ee and Support ..2S Attachrnent - Acceptance and Testing Procedures ..26 Attachment - Training ..28 Attachment - Staffing Plan ..30 I APPENDI Appendix I -- Functional Requirements Appendix II -- Additional Features Appendix Technology Overview Questionnaire ..37 EXHIBITS Exhibit I -- Blank County of Orange Child Support Enforcement Certification Requirements Form County of Orange Page 2 of47 AGREEMENT This Agreement (hereinafter referred to as "Contract"} to provide an Electronic Candidate Filing Solution, made and entered into on the date approved by the Board of Supervisors or when fully executed by the parties, whichever is later, is by and between Westcoast Online Information Systems, Inc. doing business as NetFile, a California corporation, with a place of business at 2707 Aurora Ct., Mariposa, CA 95338, .(hereinafter referred to as ''Contractor''), and the County of Orange, a political subdivision of the State of California, (hereinafter referred to as "County") which may be referred to individually as "Party" or collectiveiy as "Parties". RECITALS WHEREAS, Contractor responded to a Request for Proposals (RPP) to provide an Electronic Candidate Filing Solution, as further set forth herein; and . WHEREAS, the Contractor responded and represented that its proposed services shall meet or exceed the requirements and specifications of the and WHEREAS, the County of Orange Board of Supervisors has authorized the Purchasing Agent or his designee to enter into a Contract to obtain an Electronic Candidate Filing Solution; NOW, THEREFORE, the Parties mutually agree as follows: ARTICLES l. "The term "Software" shall mean each of the Software set forth in Attachment D, Software Products-Maintenance Support, Section 1-A computer program in object code only including any corrections, bug fixes, enhancements, updates, upgrades, new releases or other modifications, including custom modifications to such Software computer programs. 2. Egg The term "Update" shall mean any bugs, patches, 'fixes, enhancements, improvements to the Software and any addition of new features pertaining only to the County's Software. Upmde. The term "Upgrade" shall mean platform changes, addition of new modules or newintegration points or the creation of new versions. 4. Documentation. The term "Documentation" shall mean all written and electronic manuals, training material, or other associated printed materials and updated versions thereof, which are necessary or useful to the County in its use of the Solution or the Software provided hereunder. 5. Solution. The term "Solution" shall mean the entire Electronic Candidate Filing Solution, inclusive of Software license, training, documentation, Annual Maintenance and Support, and Software custoniizations. 6. Annual and Summit or Software Annual Maintenance and The terms "Annual Maintenance and Support" or "Software Annual Maintenance and Support" shall mean the services set forth in Attachment D, Software Products-Maintenance SUPPOIT. Section 1-B and paragraph 30 of the Contract for each of the Software listed in Attachment D, Software Products-Maintenance Support, Section 1-A. - Annual Maintenance and Support Period. The term "Annual Maintenance and Support Period" shall mean the twelve (12) month consecutive period commencing on the day of acceptance of the Software. Each successive Annual Maintenance and Support Period shall commence at 12:00 midnight of the' day of the expiration of the prior period. County of0range Page 3 of 47 111000010988 Registrar cfvotets General Terms and Conditions A. Governing Law and Venue: This Contract has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this'Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, Califomia, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the Parties specifically agree to waive any and all rights to request that an action be transferred for trial to another County. Entire Contract: This Contract, its Attachments, and Exhibits which have been incorporated, when accepted by the Contractor either in writing or by the shipment of any article or other commencement of performance hereunder, contains the entire Contract between the Parties with respect to me matters herein and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein or in Contractor's proposal dated March 16, 2009. Amendments: No alteration oi' variation of the terms of this Contract shall be valid unless made izrivriting and signed by the Parties; no oral understanding or agreement not incorporated herein shall be binding on either of'the Parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. -- Taxes: Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. Delivery: Timely delivery of goods or Services is of the essence in this Contract. County reserves the right to refuse any goods or services and to cancel all or any part of the goods not conforming to applicable specifications, drawings, samples or description, or services that do not conform to the prescribed Scope of Work. Acceptance of any part of the order for goods" shall not bind County to accept fixture shipments, nor deprive it of the right to return goods already accepted, at Contractor's expense. Over shipments and under shipments of goods shall be only as agreed to in writing by County. Delivery shall not be deemed to complete until all goods, or services, haveactnally been received and accepted.inW.ritins by County-_ .. . .. . Unless otherwise agreed to in writing by County,' acceptance of Electronic Candidate Filing Solution shall not be deemed complete unless in writing and until all the goodsfservices have actually been received, inspected, and tested to the satisfaction of County, including but not limited to the testing set forth in accordance with Attachment for the Software. In the event that this Contract is terminated by County prior to acceptance of the Software, County shall return the Software to Contractor and shall not be required to pay any charges, fee, rates, hourly bills, invoices or any other monies for any services rendered to the County under this Contract prior to the date of termination. Warranty: Contractor expressly warrants that the goodsfservices covered by this Contract "are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and' 3) fit for the particular purpose for which they are intended. Contractor further warrants that the Software is free from sigriificant progamming errors and liorn defects _in workmanship and materials andconforms to the specifications described in this Contract. Contractor further warrants that all work required to be performed hereunder shall conform to the descriptions contained in this Contract and will be performed in a professional manner according to industry standards. Contractor agrees to indemnify, defend and hold County and its indernnities as identified in paragraph below, and as more"t'i'i1ly described in paragraph harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by County by reason of the failure of the goods/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such. remedies shall be in addition to any other remedies provided by law. Patent!Copyright Materials!Propr-letary Infringement: Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor represents and warrants to County that Contractor is the owner of the 'county of Gran" gc rage 4 of4'7 mess Registrar of Voters '3 Software, or has authorized marketing rights to the Software and has the right to grant the license(s) set forth herein. Contractor represents and warrants that any software purchased or modified through services provided hereunder will not infringe upon or violate any patent, copyright, trade secret right or other proprietary right of any third party. Contractor agrees that, in accordance with the more specific requirement contained in paragraph below, it shall indemnify, defend and hold County and 'County Ihdemnities harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, but not limited to, attorney's fees, costs and expenses. I. Assignment or Sub-contracting: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the Parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned or sub-contracted by Contractor without the express written consent of County. Any attempt by Contractor to assign or sub-contract the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract J. Non-Discrimination: In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the-California Labor Code and notengage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to all the penalties imposed for a violation of anti--discrimination law or regulation including but not limited to Section 1-720 e_t se_q. of the California Labor Code. K. Termination: In addition to any other remedies or rights it may have by law and those set forth in. the Connect, County has the right to terminate this Contract without penalty immediately with cause or afier 30 days' written notice without cause, unless otherwise specified. Cause shall be defined as any breach of Contract, any misrepresentation or fraud on the part of the Contractor. Exercise by County of its right to terminate the Contract shall relieve County of all further obligations. In the event this Contract is terminated after acceptance during an Annual Maintenance and Support Period, the County shall be entitled to an immediate refund of 1! 12 of the Annual Maintenance and Support Fee paid to the Contractor in advance for each month or potion thereof remaining in the Annual Maintenance and Support Period. - L. Consent-to Breach Not Waiver; No term or provision of this Contractor shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to,' or waiver of; a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other difierent or subsequent breach. - . M. Remedies Not Exclusive: The remedies for breach set forth in this Contract are cumulative as to one another and as to any other provided by law, rather than exclusive; and the expression of certain. remedies in this Contract does not preclude resort either Party to any other remediesvprovided by law. N. Independent Contractor: Contractor shall be considered an independent Contractor and neither Contractor, its. employees nor anyone working under Contractor shall be considered an agent or an employee of County. Neither Contractor, its employees nor anyone working under Contractor, shall qualify for workers' compensation or other hinge benefits of any kind through County. 0. Performance: Contractor shall perform all work under this Contract, taking necessary steps and precautions to perform the work to County's satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goodsfservices furnished by the Contractor under this Connect. Contractor shall perform all work diligently, carefully, and -in a good and workman- like manner; shall fumish all labor, supervision, machinery, equipment, materials, and supplies necessary therefore; .shall at its sole expense obtain and maintain all permits and licenses. required by public authorities, including those of County required in its govemmental capacity, in connection with performance of the work; and, if permitted to subcontract, shall be responsible for all work performed by subcontractors. County of Orange Page 5 of47 141000010988 Registrar of Voters .) P. Contractor agrees to indemnity,' defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County's Board of Supervisors acts as the governing Board ("County from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from orrelated to the services, products or other performance provided by Contractor pursuant to this Agreement. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnities, Contractor and County agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment. OF Except for' (I) injury caused in whole or in part by Contractofs willfiil or intentional actions or (2) injury to person or property, the maximum liability to the County by Contractor under this Contract, or arising out of any cla_ir_rt__.by the County related to Contractor's services, products, equipment or software for direct damages, whether in - contract, tort or otherwise, shall be limited to $97,020. In no event shall Contractor be liable to the County for any indirect, incidental, consequential, or special damages related.to the use of Conn-actor's services, products, equipment or software or to perform its obligations under this Contract, even if advised of the possibility of such damages, regardless ofwhether Contractor is negligent. EAIVER - The County accepts any and all liability resulting fi-om the placement of Fair Political Practices Commission- campaign disclosure 'documents-scanned by the are made-available on the internet for public viewing through the services -of the Contractor.' In no event does the Contractor accept liability created by' any document scanned into the system by the CountyPrior to the provision of services under this Contract, the Contractor agrees to purchase all required insurance at Contractor's expense and to deposit with the County Certificates of Insurance, including all endorsements required -herein, necessary to satisfy the"County that the insurance"-provisions of this Contract have been'oompli'ed_' with and to keep such insurance coverage and the certificates therefore on "deposit with the County during the eintireiterm of this Contract. 3111 addition, all subcontractors' performing work on behalf of Contractor-pursuant tothis Contract shall obtain insurance subject to the same terms and conditions as set forth herein for Contractor. - All insurance policies required by this Contract shall declare any deductible or self-insur'ed'retention (SIR) -in an amount in excess of $25,000 for automobile liability), which shall 'Specifically be approved by the County Executive Office (CEO)/Office of Risk Management. Contractor shall be responsible for reimbursement of any deductible to the insurer. Any self-insured retentions (Sills) or deductibles shall be clearly stated on the Certificate of If the Contractor fails tomaintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract. . Qualified The -policy or policies of insurance must be issued by an insurer licensed to do business in the state of California (California Admitted Carrier). Minimum insurance company ratings as determined by the most current edition of the -K -- - -Cas I ited' shall be the (Secure Best's Rating) and (Financial Size Category). - - County of Orange Page 6 of 4? NI0lN}fllil938 Registrar of Voters ii 3 If the carrier is a non-admitted carrier in the state of California, CEO/Office of Risk Management retains the right to approve or reject carrier after a review of the company's performance and financial ratings. The policy or policies of insurance maintained by'the Contractor shall provide the minimum limits and coverage as set forth below: (Imus. . . Commercial General Liability with broad form $1,000,000 combined single property damage and contractual liability limit per occurrence $2,000,000 aggregate Workers' Compensation Statutory limployers' Liability Insurance . $1,000,000 per occurrence All liability insurance required by this Contract shall be at least $1,000,000 combined single limit per occurrence. The minimum aggregate limit for the Commercial General Liability policy shall be $2,000,000. The County of Orange shall be added as an additional insured on all insurance policies required' by this Contract with respect toworlc done by the Contractor under the terms ofthis Contract (except Liability). An additional insured endorsement evidencing that the County of Orange is an additional insured shall accompany the Certificate of Insurance. All insurance policies required by this Contract shall be primary insurance, and any insurance maintained" by the County of Orange shall be excess and non-contributing with insurance provided by these policies. 'An endorsement evidencing that the Con1ractor's in_surance- is primary and non-_c_ontributin_g shall specifically accompany the Certificate oflnsurance for the Commercial General Liability. All insurance policies required by this Contract shall give' the County of Orange 30 days notice in the out of cancellation. _This shall be evidenced by an endorsement separate from the Certificate of Insurance. _In addition, the cancellation clause must include language as follows, which edits the 'pre-printed ACORD certificate: ANY 'or ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUJNG COMPANY WILL mio MAIL 30 DAYS WRITTEN NOTICE To THE CERTIFICATE HOLDER NAMED To LEFT All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange and members of the Board of Supervisors, its elected and appointed officials, officers, agents and employees when acting within the scope of their 'appointment or employment. The Commercial General Liability policy shall contain a severability of interests clause. The Contractor is aware of the provisions of Section 3700 of the Califomia Labor Code which requires every employer to be insured against liability for Workers' Compensation or be selilinsured in accordancewith provisions of that code. The Contractor will comply with such provisions and shall furnish the Countysatisfactory evidence that the Contractor has secured, for the period of this Contract, statutory Workers' Compensation insurance and Employers' Liability insurance with minimum limits of $1,000,000 per occurrence. Insurance certificates should be forwarded to the agency/department address listed on the solicitation. County oforange Page '2 of 47 Registrar ofvoters 3 If the Contractor fails to provide the insurance certificates and endorsements within seven days of notification by CEOfPurchasing or purchasing division, award may be made to, the next qualified Dfferor. County expressly" retains the right to require Contractor to increase or decrease insurance of any of the above insurance types throughout the term of this Contract._ Any increase oi' decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County. County shall notify Contractor in writing of changes in the insurance requirements. If Contractor does not deposit copies of acceptable certificates of insurance and endorsements with County incorporating such changes within thirty days of receipt of such notice, this Contract may be in breach without further notice to Contractor, and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit Contractors liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract. The County of Orange Certificate of Insurance and the Special Endorsement for the County of Orange can be utilized to verify compliance with the above-mentioned insurance requirements in place of commercial insurance certificates and endorsements . Bills and Liens: Contractor shall pay all indebtedness for labor, materials and equipment used in performance of the work. Contractor shall not permit any lien or charge to attach to the work or the premises, but if any does so Contractor shall procure its release accordance with the requirements of paragraph above, indemnify, defend, and hold'Coun_tY harmless' and be for payment of all costs, damages, penalties and expenses related to or arising from or related thereto. . Changes: Contractor shall make no changes the work or perform any additional work without the County's specific written approval. - . Change of Ownership: Contractor agrees thatlif there achange 'ortransfer in ownership of Contractor's business prior to completion of this Contract, the new owners shall be required under terms of sale or other transfer to assume _Contractor's duties and obliytions co_n_tained in this Contract and complete them to the satisfaction of County. . 'Fo'1-cc' Majeure: Contractor shall not beassessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time namedfor the perforlnarice of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Contractor gives written notice of the caries of the delay to County within 36 hours of the start ofthe delay and Contractor avails itself of any available remedies. . . - . Confidbnfiality: Contractor agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist" or exist at any time during the term of this Contract. All such records and information shall be considered c_onfidenti_al_and kept . confidential by Contractor Contractor's_staff, agents' and employees. . Compliance with Laws: Contractor represents and warrants that services to be provided under this Contract shall fully comply, at Contractor's expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively "laws"), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor acknowledges that County is relying on' Contractor to ensure such compliance, and pursuant to the requirements of paragraph above, Contractor agrees that it shall defend, indemnify and hold County and County Indenrnities harmless frontfall liability, damages, costs and expenses. arising from or related to a violation of such laws. . Freight (F.O.B. Destination): Contractor assumes full responsibility air all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. County of Orange . - Page 8 of 47 NIOGGDIOBSS Registrar 'ofVoters AA. BB. CC. DD. EE. FF. Pricing: The Contract price shall include firll cornpensationfor providing all required goods inaccordance with required specifications, orservices as specified herein or when applicable, in the Scope of Work attached to this Contract, and no additional compensation will ailowed therefore, unless otherwise provided for in this Contract. Waiver of Jury Trial: Each Party acknowledges that it is aware of and has had' the opportunity to seek advice of counsel of its choice with respect to its rights to trial by jury, and each Party, for itself and its successors, creditors, and assigns, doeshereby expressly and knowingly waive and release all such rights to trial by jury in any action, 'proceeding or counterclaim brought by any Party hereto" against the other (andfor against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this Contract and for any other claim of injury or damage; Terms and Conditions: Contractor acknowledges it has read and agrees to all terms and conditions included in this Contract. Headings: The various headings and numbers, herein, the grouping of provisions of this Contract into separate clauses and paragraphs, and the organization hereof arefor the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. Sevia-ability': If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void or unenforceable or rendered illegal by any change in law or regulation, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired o_r invalidated thereby. .. Calendar Days: Any reference to the word "day" or "days" herein shall mean calendar day or calendar days, respectively, unless otherwise expressly provided. -H Attorney's Fees: 'In any action or proceeding to enforce or interpret any provision of this Contract, or where any provision hereof is validly asserted as adefense, each party shall bear its own attorney's fees, costs and expenses. Interpretation: This Contract has been negotiated at arnfs length and between persons sophisticated and knowledgeable in" the matters dealt with in this Contract. In addition, each Partyhas been represented by experienced and knowledgeable independent legal counsel of their own choosing, or has knowingly ddclined to seek such counsel despite being encouraged and given the opportunity to do so. Each Party further acknowledges that they" have not been influenced to_ any extent whatsoever in executing this Contract by any other Party hereto or by any person representing them, or both. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the Party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to affect the purpose of the Parties and this Contract. . Authority: The Parties to this Contract represent and warrant that this Contract has been duly authorized and . executed and' constitutes the legally binding obligation of their respective organization or entity, enforceable in accordance with its terms. Employee Eligibility 'Verification: The Contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement setforth in Federal statues and regulations. The Contractor shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. ?l324 et seq., as they currently exist and as they may behereafier amended. The Contractor shall retain all such documentation for all covered employees for the period prescribed by the law. The Contractor shall indemnify, defend with counsel approved in writing by County, and hold harmless, the County, its agents, ofiicers, and employees from employer sanctions and any other liability which may be assessed against the Contractor or the County or both in connection with any alleged violation of any Federal or State statutes or regulations permitting to the eligibility for employment of any persons performing work under this Contract. County of Page 9 of47 NIOGDOIOESB Registrar of Voters Additional Terms and Conditions 1. 'Scope of'Con_tract: This Contract, including Attachments, specifies the contractual terms and conditions by which Contractor shall provide County an Electronic Candidate Filingsolution under a fixed price 'contract that includes Software license, Software configuration, customizations, implementation services, Annual Maintenance and Support, as well as, training and documentation as further set forth in this Contract, including Attachment A, Scope of Work. 2. Term of Contract: The initial, term' of this Contract shall be for one (1) year etfectivc on the date execution is completed by both parties. This Contract maybe renewed for up to four (4) additional one-year, consecutive terms, upon mutual agreement of the parties for the compensation listed in Attachment B. County is not required to provide a reason, or rationale in the event it elects not to renew the Contract. Any renewal terms must be made by written amendment and may require Board of Supervisors approval. 3. Contingency of Funds: Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon State budget approval; receipt 'of iimtls from, andfor obligation of by, the State of California to County; and inclusion of sufficient fimding for the services hereunder in the budget apprtived by County's Board of Supervisors for each fiscal year covered by this Contract. If such approval, firnding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty. . -- Precedence: The Contract documents consist of this Contract including its Attachments, Appendices and blank Exhibits I and II. In the event of a conflict between the Contract documents, the order of precedence shall be this Contract, then the Attachments, Appendices and Exhibits. . 5. Compensation: The Contractor agrees to accept the specified compensation as set forth in Attachment as full remuneration for performing all services and furnishing all stafling and for any reasonably unforeseen difiicuhies which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Contractor of all its duties and obligations hereunder. 6. County and Contractor Project Manager: The Co_ ty shall' appoint a, Project Manager to act asliaison between the County and the Contractor during the term of this Contract, Contractor shall appoint a Project Manager to direct the efforts in fulfilling Contractor's obligations - under this Contract." Contractor's Project' Manager shall be subject to approval by the Countyand shall not be changed without the written consent of the Cot'inty's Project Manager. 'The Co_unty's Project Manager shall have the right to require the removal and replacement of the Coritractor's Project Manager from providing services to the County under this Contract. The County's Project Mmtager shall notify the Contractor in writing of such action. The Contractor shall accomplish the removal within 14 calendar days after written notice by, the County's . Project Manager. The County is not required to provide any reason, rationale or factual information in the event 'it elects to request the removal of Contractor's Project Manager from providing services to' the County under this Contract. 7. Contractor Personnel: In addition to the rights set forth in paragraph 4, the Co_unty's Project Managershall have the right to require the removal and replacement of any of Contractcr's personnel from providing services to the County under this Contract. The Cou_nty's Project Manager shall notify the Conn-actor's Project Manager in writing of such action. The Contractor shall accomplish theremoval of the specified personnelwithin one (1) calendar days after written notice by the Connty's Project Manager. The County is not required to provide any reason, rationale or factual information in the event it elects to request the removal of any of Contractor's personnel from providing services to the County under this Contract. 8. 'I_fhe_ Contractor shall develop reports and any other relevant, documents necessary to complete the services and: requirements as set forth in this Contract. _The County's Project Manager and the Contractor's Project Manager will meet on reasonable notice to discuss the Contractor's performance and County of Orange Page 10 of47 N1000010953 Registrar of Voters 'i i progress under this Contract. If requested, the Contractor's Project Manager and other project personnel shall attend all meetings. The Contractor shall provide such information that is requested by the County for the purpose of monitoring progress under this Contract. 9. 'Con_tractor's Records: The Contractor shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by the Contractor in accordance with generally accepted accounting principles. These records shall be stored in Orange County for a period of four years after final payment is received from the County." Storage of records in another county will require written approval from the County of Orange assigned buyer. 10'. Conflict of Interest -- Contractor: Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that result in a conflict with the best interests of the County. This obligation shall apply to the Contractor; the Contractor's employees, agents, relatives, sub-tier Contractors, and third parties associated with accomplishing work and services hereunder. Contractor's efforts shall include, but not be limited to establishing precautions to prevent its employees or agents from making, receiving, providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to appear to influence individuals to act contrary to the best interest of the County. 11. Ownership of Documents: The County has permanent ownership of all directly connected and derivative materials produced under this Contract .by the Connector. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the County and may he iised by the County as it may requireiwithout additional cost to_ the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the County. i 12. Data - Title to: All materials, documents, data or information obtained from the County data files or any County medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the County. Such data or information may not be used or copied for direct or indirect use by the Contractor afier completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, musi: be returned to the County at the end of this Contract. 13. Breach of Contract: The failure of the Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event the County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract: 1. Afford the Contractor written notice of the breach and ten calendar days or such shorter time that may be specified in this Contract within which to cure the breach; and 2. Discontinue payment to the Contractor for and during the period in which the Contractor is in breach; and 3. Offset against any monies billed by the Contractor but yet unpaid by the County those monies disallowed - pursuant to the above;'and - 4. County may terminate the Contract immediately without penalty. l4. Contract Disputw: A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor's Project Manager and the County's Project, Manager, such matter shall be brought to the attention of the County Purchasing Agent by way of the following process: 1. The Contractor shall submit to the agency/department assigned buyer a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to, or 'C'ountyof1Oitins'c' Page I 1 am .11 involving this Contract, unless the County, on its own initiative, has already rendered such a final decision. 2. The Contractor's written demand shall be firlly supported by factual" information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a 'senior official indicating that the demand is made in good faith, that the sirpporting data are accurate and complete, and that the 'amount requested accurately reflects the Contract adjustment for which the Contractor believes the County is liable. B. Pending the final resolution of any dispute, arising under, related to, or involving this Contract, the Contractor agrees to diligently proceed with the perfonnance of this Contract, including the delivery of goods and/or provision of Services. The Contractor's failure to diligently roceed shall be considered a material breach of this Contract. Any finalfdeitision of the Cotinty shall be expressly identifiedas such, shallhie in writing, and shall be signed by 'the County Purchasing agent or his designee. Ifthe County fails to render 'a decision within 90 days after receipt of the Contractor's demand, it shall be deemed a final decision adverse to the Contraclaofls contentions. 15. Stop Work: The County may, at any time, by written stop work order to the Contractor, requirethe Contractor to stop all or any part of the work called for by this Contract for _a period of 90"working days after thestop work order is delivered "to the Contractor and for any lfurther period to which the Ifaflies may agree. 'The stop work order shall be specifically identified as such and shall indicate it is issued urider this clause, Upon recejpt of the stop 'work order, the Contrac-'torj shall with' its and take all reasonable 'steps to minimize the of costs allocable to the work covered by the stop work order during the period of work stoppage. Within a period of 90 working days after a stop work order is delivered to the Contractor or within any extension of that period to which the Parties shallihave the County shalleither Cancelthe. stop work order; or . . . 2. Teiminate the Contract in whole or in part in 'writing as soon as fea?ible. County is not required - to provide thirty (30) days notice of the termination of the Contract to Contractor if a stop work has been issued by County. I 16. Orderly Termination: Upon -termination or other expiration of this Contract, each Party shall return to the other Party all papers, materials, and other properties of the other held by each for purposes of execution of the Contract._ each Party will assistitlte other Party in orderly termination of this Contract and the transfer of all aspects, "tangible and intangible, as may be necessary for the order_ly,- non-disruptive business continuation of each Party. 17. Notices: Any and all notices permitted or required to be given hereunder shall be deemed duly given (1) upon actualdelivery, if delivery is by hand; or_ (2) upon delivery by the United States mail if delivery is by postage paid registered or certified retum receipt requested mail. Each such notice shall be sent to the respective Party at the address indicated below or to any other address as the respective Parties may designate fi-om tirneto time. For Name: Westcoast Online mforrnation Systems, Inc dba NetFile Address: 2707 Aurora City, State, Zip Code: Maripg, CA 95338 Attn: Tom Diebert Title: Vice President Phone: 12091742-4100 County ofonmge Page l2 of4'i Registrar of Voters For Comy: County of Orange Registrar of Voters 1300 South Grand Avenue, C, 1st Floor Santa "Ana, CA 92705 Attn: Thomas Renock Title: Deputy Purchasing Agent 714-567-5126 Fax: 714-567-S035 18. Incorporation": This' Contract, its Attachments A through G, its Appendices I through and blank form Exhibits 1 and B, are attached hereto and incorporated by reference and made a part of this Contract. 19. Usage: No guarantee is given-..by the County to the Contractor regarding usage of this Contract. Usage figures, if provided, are: approximate, based upon, the last>> usage. The Contractor agrees to supply services and/or commodities requested, as needed by the County of Orange, at prices listed in the Contract, regardless of quantity requestedContractor agrees to permit the County's Auditor-Controller or the Countyis authorized representative (including auditors from a private auditing firm hired by the County) access during "normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and -accounts i payablefreceivable records, and other papers _or_property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection andfor audit wiit confined to those matters connected with the perfonnance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection. The County reservesthe riglitto'i1uditand'verit'y'the Contractorjsrecords before payment is. Contractor agrees -to maintain such records for possible audit for a minimum of - four years aiter final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records; Further, Contractor _agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to perfonnance'of this Contract. Should the Contractor cease to exist as a leg! entity, the Contractor's records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in theevent of liquidation, to the County's Project Manager. i 21. Conditions Affecting Work; The Contractor shall be responsible for taking all steps reasonably necessary to "ascertain the nature and location of 'the workito be performed under" this Contract and to know the general conditions which can affect the work or the 'cost thereof. Any failureiby the Contractor to do so will not relieve Contractor fiom ijesponsibility for successfully performing the work without additional cost to the County. The County assumes no responsibility for any understanding or representations conceming the nature, location(s) or general conditions made by any of its ofiicers or agents prior to the execution of this Contract, unless such understanding or representations by the County are expressly stated in the Contract. 2. Documentation: The Contractorishall provide County and maintain two (2) copies of a comprehensive Solution Documentation manual designed to document the Software functions, guide trained users and train future users as well as providing technical specifications to allow Software and Solution management by County stafii The Contractor further agrees that the County may reproduce such manuals "tor its own use in maintaining the Software Products provided hereunder. The County agrees to include the Co'ntractor's copyright notice on any such documentation reproduced in accordance with copyright instructions to be provided by the Contractor. County oforange Page :3 of47 moocniosas Registrar ofvoters tit Failure to supply the requested user manuals and other associated printed materials shall be considered a material breach. County may immediately terminate without penalty. 23. Contractor's Expense: The Contractor will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on County sites during the performance of work and services under this Contract unless otherwise specified. The County will not provide free parking for any service in the County Civic Center. 24. Gratuities: The Contractor warrants that no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the County with a View toward securing. the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the County shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the County in procuring on the open market any goods or services which the Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the County provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. 25. Authorization Warranty: The Contractor represents and warrants that the person executing. this Contract on behalf of and for the Contractor is an authorized agent who has actual authority to bind the Contractor to each and every term, condition and obligation of this Contract and that all requirements of th'e"Contraeto'r have been fulfilled to provide such actual authority. Release: The Contractor agrees that it will not issue any news releases in connection with either -the award of this Contract or any' subsequent amendment of or effort under this Contract without first obtainingreview and' "written approval of said' news releases from the County tlirough the Cour-1t'y's Project 'Manager. 27. County Child Support Enforcement Requirements (Exhibit 1- Blank County. of Orange Child Support Enforcement Certification Requirements Form): In order to comply with the child support enforcement -requirements of the County of Orange, within ten days..of notification of selection of award of Contract but prior to official award of Contract,=the selected Contractor agrees to fin-nish~-to the Deputy .. Purchasing Agent: I A. In the case of an individual Contractor, hisiher name, date of birth, Sccialsecurity number, and residence address; - B. In Athecase of a Contractor doing business in a form other than as an individual, the name, date of birth, Social Security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity; C. A certification that the Contractor has fully complied with alt applicable federal and state reporting requirements regarding its employees; and_ D. A certification that the Contractor has fully complied with all lawfirlly served Wage and Earnings Assignment Orders and Notices of Assignment and will continue to so comply. The required certification is 'listed in Exhibit 1. A blank Exhibit I is attached hereto. Failure of the Contractor to timely submit the data andfor certifications required may result in the Contract being awarded to another Contractor. In the event a Contract has been issued, failure of the Contractor to comply with all federal, state, and localreporting requirements for child support enforcement or'to comply with'all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment shall constitute a material breach of the Contract. Failure to cure such breach within 60 calendar days of notice from the County shall constitute grounds for tennination of the Contract. County storms Page 14 of4''} Registrar ofvotets t" I3 28. Grant of Renewable Annual, Enterprise, Object Code Use License Contractor hereby grants to County a limited, nonexclusive, renewable annual, enterprise, nontransferable license to the Software, Documentation and any other component part of the Solution, solely for the internal business use of County for use by County's employees, agents, officials, contractors, elected officials and for input of County's own data, unless otherwise provided in the user specifications and limitations set forth in the Attachrnents. County's license and right to use the Software (or any intellectual property of Contractor) does not include any license or right to create derivative works of the Software {or any intellectual property of Contractor) or distribute the Software or derivative works thereof. - 29. Publication: No copies of sketches, schedules, written docrnnents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance or prepared in connection with this Contract, are to be released by Contractor andfor anyone acting under the supervision of Contractor to any person, partnership, company, corporation, or agency, without prior written approval by the County, except as necessary for the performance of the services of this Contract. All press releases, including graphic display information to be published in newspapers, magazines, etc., are to be administered only by the County unless otherwise agreed to by both Parties. . 30. Errors and Omissions: All reports, files and other documents prepared and submitted by Contractor shall be complete and shall be carefirlly checked by the professlonal(s) identified by Contractor as the Project Manager and key personnel attached hereto, prior to submission to the County. Contractor agrees that County review is discretionary and Contractor shall not assume that the County will discover errors arrdfor omissions. If the County discovers any errors or omissions prior to approving Contractor's reports, fries and other svritten documents, the reports, files or documents will .be returned to Contractor for correction. Should the County or others discover errors or omissions in the reports, files or other written documents submitted by Contractor after County approval thereof, County approval of Contractor's reports, files or documents shall not be used as a - defense by Connector in' any action between the County and"Contr-actor, and the'reports,'fi1es or documents will be returned to Contractor for correction. 3 31. Software -- Future Releases (Updates and Upgrades): The Contractor periodically distributes Updates and other to the Software starrdard releases. If or enhancement __versions of the Software are developed by the Contractor and are made available to other licensees, they will he made available to the County at the County's option, provided such versions are operable on same' computer hardware configuration. The charge for such Updates or enhancements is includedin the Annual M_aintenance and Support Fee as set forth in Attachment and -the County shall not be charged any additional feesfchargcs, rates or prices. The County shall also be entitled to Biannual Updates that are included as part of the Annual Maintenance and Support. Upgrades are not included in the Annual Maintenance Support fee as set forth in Attachment B. County oforaugc Page 15 off! Registrar of Voters . . . hereto have executed this Contract on' the "dates shown opposite their respective signatures below West tems, Inc. doing business as Ne-tFile, a California corporation - . Smfimm In Tom Diebert Print Name flee President TM: -n '7 Inc. doing business as Cali I 'a co ration -- :S'1rz>> 0 Signature Print Name Ptesigie' Title If is a carbonation, signatures at-greqgiired fonth 'paragraph. The first signature shall be: the Chairman of the Board; b) the President; or" c) any Nice-President. -The second signature shall be a) the Secretary; or 2) any Assistant Secretary; or 3) the Chief Financial Officer; or d) any Assistant TreasurerCotnmr or Qaancis' . A political subdiyision of th Ron Vien a A ent Armovan as TO FORM OFFICE OF Tm: COUNTY COUNSEL, ORANGE COUNTY, By: Deputy County Counsel APPROVED AS TO qostast: eal Kelley." istrar of Voters Date County ot'0Iange - Page 16 am . . Registrar of Voters ATTACHMENT A Scope of Work Electronic Candidate Filing Solution The Registrar of Vioters (ROV) administers local, state, and federal elections in and for the County of Orange, CA. The Political Reform Act (Gov. Code Sections 81000-91015) requires election campaig'r1's tofully and truthfiilly disclose receipts and expenditures so that voters may be fullyinformed and improper practices n'1'ay be inhibited; The Fair Political Practices Commission (FPPC) is the State agency responsible for issuing the Recipient Committee"Campaign Statements (including CA Form 460) and for interpreting the law's provisions. Orange County candidates and elective officers must also comply with the Orange County Campaign Reform Ordinance, 1-6-1, et seq. Section 1-6-32 of the Ordinance requi "an, tive officers, and their committees, who raise 'or borrow more than $25,000 to urc documents with the ROV. Other candidates and officers, and their committees, who are required by the Political Reform Act to file a campaign disclosure 'statement or report with the ROV may voluntarily file a copy of the statement or report with the ROV electronically. . B. SCOPE OF WORK Westcoast Online Information Systems, Inc dba NetFile (Contractor or NetFile) shall provide a campaign finance disclosure solution that is a web--based application hosted on own servers that are accessed via a link on the ROV website. There will be no charge to the public or filer for this service. Contractor's system is web-enabled and database driven which results in an improved ability for public access to 3 information, an easier submission process, enhanced search features, and automatic redaction of electronically filed documents. Contractor's election solution will provide the following for prospective and previous campaign financelfilings: Access without username or password with all confidential information blocked from view. Enhanced search capabilities to enable the viewer to locate specific information easily. Sort "data by various fields and import results to Excel or Word. . -- Advanced data search by name, by contributor/vendor, by transaction date, amount, and type. Perform a wildcard search on _various fields such as contributors, committees, date ranges, etc., aggregate the results, and provide totals of "monetary contributions, non-monetary contributions and total amount received. Enable aggregation of contributions between specified related contributors as well as between certain defined dates, the Election Cycle. . Ability to print documents in format. Notific-pn ._gj._locu_1ner__1ts_ nifiaaijgeil hie electronically. go I 1. as 1 1=1Ls -- on .3 Security with usernameand password. _r tilersto show the aggregated contributions for their current Election cycle on Form 460, Schedule A as defined by the State of California and County of Orange Ordinances. These aggregated contributions would include a County of'0ran"ge' Page 17cf4T 111000010933 Registrar of Voters contributor's total contributions to a filer. A contributor's total contributions include non-monetary contributions, as well as any other contributions made by that contributor under other names such as his business name. Enable the ROV to designate additional fields as required for Form 460 and all related Schedules. Provide the filer the ability to search previous validated filings plus create new filings to submit. Access to all authorized filing statement fonns for completion. Inform the filer if filing is declined (with explanatioii) or accepted. Print documents in format. 1 ROV Limit access to information according to security settings (Public, Filers, and Administrators). Must be compatible with the California Secretary of State electronic filing system. Data validation during creation of new filing. Automatic Reduction." Receive upgrades and updates according to FPPC revisions, Merge, import, and traclr files. Quality and legible image of uploaded scanned documents andifilings. Sort data filing date), create reports delinquent filer), and store filings by statement periods. Print by page or by report with or without redaction. Ability to enter miscellaneous notes. Merge component for generating deadline and past due notifications and other miscellaneous letters. Unlimited customer support I maintenance. On-site training including manual. Key functions of the Electronic Candidate Filing Solution include: Supports unlimited read--only users and concurrent readfwfite "users Requires minimal or no customization of program code for system to meet the County's needs Keep data secure Has ttbackup plan' and Provides ability'to run reports -- i . ,i . (See Appendix I for a more detailed and extensive list of the Electroni_c__ Candidate Filing Sol.ution's..fimctional requiren1ents).- -I - c. ONTRACTOR Contractor shall perform services as-follows or otherwise agreed to in writing by County: 1. Software: Contractor shall provide Software that meets the Electronic Candidate Filing 'Solution functionality requirements specified in this Contract, including .2111 Software required to support the business objectives. 2. Int 1 entail :1 Services: Contractor' shall perform" and complete the services, tasks, and I obligations in accordance with Attachment C, Implementation Pla.m'Project Schedule. .. 3. Tea and Ac ance:- Contractor shall complete acceptance testing in accordance with Attachment E. 4. Candi Filin Solution ftware Traini nuals Doeumentatio The Contractor shall provide County with and maintain two (2) copies of a comprehensive Electronic Candidate Filing Solution Manual designed to document the Electronic Candidate Filing Solution Software functions, guide trained users and train future users, as well as provide technical specifications to allow Electronic Candidate Filing Solution Software management by County staff. County may copy all Manuals and Documentation provided by Contractor for the Solution as needed. The Contractor shall provide all technical, administrative and user training required for County staff to use the Electronic Candidate Filing Solution. County of Orange Page 13 01?47 141000010988 Registrar of Voters 5. Erotlucts and a. Contractor shall respond to the initial request for Software support services no later than one (1) hour after initial contact, and services shall be provided within four (4) hours notice during regular working hours; b. Contractor must offer updates, upgrades, fxes, etc. to the Software as specified in paragraph 31 of the Contgact and Attachment D, Software Products - Maintenance and Support. - D. FUNCTIONAL ORMATIQN TECHNOLOGY COMIPLIANCEISYSTEM SUPPORT The Software will provitle the features and funotionalities, IT compliance, and system support as listed in: 1. Amgndix I - Functional gait-ements 2. A din' I A 7 3. mervgg Qgesflonnaire County oromge Page 19 of4'i' mooaotogag Registrar of Voters ATTACHMENT COSTICOMPENSATION 1. COMPENSATION: This is a fixed price Contract between the County and the Contractor _for an Electronic Candidate Filing Solution as further described in this Contract. The Contractor agrees to supply all goods and services to provide and firlly implement the Electronic Candidate Filing Solution including: Software license, implementation, software training, documentation, and armual-sofiware maintenance and support. The Contractor agrees to accept the specified compensation as set forth in this Contract as full remuneration for all services andafirmishing all stafling and materials required, for any reasonably unforeseen difficulties which mayarise or he encountered in the execution of the services until acceptance, _for risks connected with the services, and for performance. __by the Contractor of all its duties andobligations hereunder. The County shall have no obligation to pay any sum in excess of total Contract amount specified herein unless authorized by amendment. - - 2. PAYMENT: The total Contract amount for the firs! shall not exceed: $97,020 Year One Potential Costs "Site" License or "Server-Based" License Not applicable Proposed Enterprise License Cost for estimated: Unlimited "Functional" Users (authorization to define, create, input and query) and Unlimited "Read-Only" Users (viewing/read-only access): Perpetual License 54 Not applicable . Included in Annual Software Maintenance and Support Fee . . . . In 1 ded A Implementation Services and customizations Mainzgame :11 (1 Fe: are Software Training, Manuals and documentation puff Fizfiwm Annual Software Maintenance and Support Fee $97,020 TOTAL YEAR ONE COST: $97,020 Incremental costifee for additional liccnses* A (If Applicable) Not Contractor's proposed incremental costffee for additional licenses shall be Fixed-Rate pricing for the first three (3) years of the' Contract County of Orange Page 20,0547 l~ll0ll001093B Registrar of Voters Provide Fixed Price for Anna! Maintenance Support Fee for Ygfi 2-: Year Two Costs -- Ir Renewed 9 Annual Software Maintenance and Support Fee $97,020 Year Three Costs - If'Renewed Annual Software Maintenance and Support Fee $97,020 Ygar Four -- It' Renewed Annual Software Maintenance and Support Fee 3 $9 7,020 Annual Software Maintenance and Support Fee $97,020 3. PAYMENT TERMS: Following County's acceptance of the Electronic Candidate Filing Solution, an invoice for annual license with Maintenance and Support costs will be submitted annually in advance to the address specified below. Contractor shall reference Contract number on invoice. Payment will be not 30 days after receipt of an invoice in a format acceptable to the Cotmty of Orange and verified and approved by the and subject to routine processing requirements. The responsibility for providing an acceptable invoice rests with the Contractor. Billing shall cover services and/or goods not previously invoiced. The Contractor shall reimburse the County of Orange for any monies paid to the Contractor for goods or services or when goods or services do not meet the Contract requirements. Payments made by the County shall not preclude the right of the County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the goods or services. Coanty oforange Page 21 cf4'7 141000010938 Registrar of Voters 4. INSTRUCTIONS: The Contractor will provide an invoice on Contractofs letterhead for services rendered. Each invoice will have a number and will include the following information: . Contractor's name and address Contractor's remittance address (if different from 1 above) Name of County agency or department County Contract number Cost Contractor's Federal I. D. number Tomi The responsibility for providing an acceptable invoice to the County for payment rests with the Contractor. Incomplete or incorrect invoices are not acceptable and will be returned to the Contractor _for_ correcfion. The County's Project Manager, or designee, is responsible for approval of invoices and subsequent submittal of invoices to the Auditor-Controller for processing of payment. - Invoices and support documentation are to be forwarded to: County of Orange Registrar of Voters . .1300 South Grand Avenue, Santa Ana, CA 92705 County of Orange Page 22 ot_'47 Regisnarof Voters . . ATTACHMENT IMPLEMENTATION PLANIPROJECT SCHEDULE Plan to Accomplish the Scot; ofwork and Deliverable Schedule A. General description of proposed methodologies: 1) Implementation phases will be based on the following timeline: . - Planning meeting scheduled within 15 business days of contract signature date - Identification of County staff to be using system will.b__e sent to Contractor within 20 business days of contract signature date - Contractor to provide upload template for historical committee filings with 20 business days of contract signature date - Contractor to set up test sites for admin, til date for review by County - County to provide completed upload contact signature date . - Contractor to upload template for historical committe signature date . - Staff and filer training to be completed within 30 days of first pre-election staternentfiling for the June . 2010 scheduled election 2) Resource requirements required by er, and public within 30 business days of contract signature template for historicalcommittce filings within days of filings within to bursts. days Er contract ounty are a listof County staff that willbe acting within an administrative capacity in the stem within 20 business days of contract signature date. Coordinating from the Contractorwill be andfo The County will provide, at its own expense, all its own computers an "access to the internet in order to use the web base system provided by the Contactor. Deliverables: Date (business days from which contract is signed) Description Objective within 15 business Phone or live planning meeting to be To set meeting date to discuss implementation days scheduled. issues. within 20 business Staff users list sent by County to Needed to identify staff members for system days Contractor. setup. within 20 business Upload template to be sent to County by To give County template to be filled out if days Contractor. County desires to show historical filings in system. within 30 business Contractor to set up test sites for admin, To use in training sessions with County. days filer, and public portions of system. within 45 business Contractor to send completed upload To start the uploading process to the live site days template of historical data. with historical data. within 60 business days Contractor to set up live sites for admin, filer, and public portions of the systems with historical data uploaded. To have County stafi" review live sites for historical data and graphics. Registrar ofvcters within 30 business County staff to be trained by Contractor To make sure staff is completely trained prior to days of first pre- as well as interested treasurers training the first filing of the period. Treasurer training election statement session to be scheduled. This requires is optional for treasurer but does require for June 2010 confirmed attendance of more than 10 attendance of at least 10 treasurers to justify election interested treasurers otherwise this will be cost of live training session on site at the County County of Orange Page 23 of 4? monoologsa an individual phone training session with office. each interested treasurer (up to 9 treasurers). within 30 business days of first pre- election statement for June 2010 election E-filing system goes live to be used filers. To give filer ample time to create and electronically file their first pre-election statement. C. Plan of major tasks, milestones, recommended timeframe -- see above A B. Resources fiom Contractor to complete above will require Project Manage1_Timeline Coordinatoqand Develope Resources from County required will be staff who will act in an inistrative capacity while using the system along with descriptions of staffs responsibility committee setup, filer liaison, etc.. .). Training Plan: In addition to the training mentioned in sections A, B, and above, training will be divided into 4 areas. 1: Training of staff for initial setup of agency system. Consists mostly of training specific staff in duties that will be required only at setup how to fili out upload template and cheek dataafier successful upload). - Training of staff for use of admin system. Teach staff to setup various comntitteetypes in system, adding paper filed documents into the system, generation of various reports, letter generation process, and and passwords for filers. - -Area 3: Training staff how to usee-filing system so they can instruct and support direct questions from filers. System comes. with direct fi'l% on using the system. Area 4: Ongoing training of staff when features are upgraded. - Training will be either in person or over the phone and include all materials needed to support the training function. If materials do not exist that staff would like, a timeline can be developed for turning the material around. If the material can be used by other clients, there will be no additional costs involved in developing the material. County o__ft_Jrsn3e Registrar ofvotcts Page 24 of 47 Nl(Kl00l?938 . - ATTACHMENT AD PRODUCTS -- MAINTENANCE AND SUPPORT 1. SOFTWARE PRODUCTS - MAINFENANCE AND SUPPORT A. Contractor shall provide County with Annual Maintenance and Support for the following Software: in - . . . Software Narne and 'Version 3 Type of Enterprise License" Proposed Level or Support Agency Campaign Disclosure E-filing . . Full staff support' with 24 7 and Admin System Annual Subscription telephone support B. In "addition to paragraph 31 of the Contract relating to updates, Contractor shall provide the followingservices as Annual Maintenance and Support: Contractor shall provide 24 7 technical phone support to County staff. System is warranted to be working available ("uptime") on average 99% of the time. Secondary e-mail only support is provided for filers on a first come served basis with a response time of up to 72 hours. - Contractofis support group is based out of Mariposa, -CA and directly responds to all customer requests-. C. Any upgrades, updates; or fixes made to other clients will automatioallyr he provided to the County at no cost to the County; _If the County requests anupgrade that cannot be shared with other clients, a fee may he required to add to the system. Any form changes required by the State of CA will not require a fee to make the change. .. . County of Orange Page 25 of Registrar of Voters ATTACHMENT ACCEPTANCE AND TESTING PROCEDURES County's acceptance criteria, includes, but is not limited to, the following: Software meets all specific satisfaction. I Successful installation of all Software without any errors.- ations and requirements set forth in the Contract and its Attachments, to the County's Software is compatible with County Information Technology infrastructure. If a problem is identified during testing of the proposed Software that cannot be remedied within the agreed upon time, the Contractor shall submit a written response to the County indicating as such and the County shall then return the Software to the Contractor and the Contract shall be terminated in accordance with paragraph F, Acceptance, ofthis Contract. Date (business days from which contract is gfled) iA'cceptance Test Description Criteria within 30 business days Contractor to set up test sites for admin, 'filer, "and public portions of system 1. County can log into all portions of test site set up. 2. Able to add dummy committee to test site and retrieve dummy committees filer id and password. 3. Able to e-file a 'dummy committee' filing within test system. 4. Able to view dummy comrnittee's redacted" filing on public test site. 5. Able to add paper filed document to dummy committee and view filing info on public test site. 6. Able to add redacted paper filing upload to dummy committee for view on public test site. 7. County to add a second dummy committee to test successfirl upload and viewing of CAL document created for party software. 8. County to confirm items 1 7 work in IE 6.0 and higher and Firefox 2.0 and higher 9. County to confirm documentation exists for filer instructions in test filer application. 10. County to confirm that threshold criteria for disclosing itemized Schedule A contributions works correctly in test filer application. 11. County to confinn that Election to Date totals works correctly on Schedule A as per OC ordinance. - within 60 business days Contractor to set up live sites for admin, filer, and public portions of the systems with historical data uploaded 1. County staff can log into all portions of live sites. 2. County to confirm all uploaded historical data is available through public site. 3. -County to confirm website gaphics meet County spec. 4. County to confirm ability to add new committees into live County of Orange Registrar of Voters Page 26 of4'l' 141000010988 ,3 system and see their respective filer id's and passwords. 5. County to confirm filers can input data and e-file in system. 6. County to confirm e-filed documents will be seen on public site-in redacted format. 7. County to confirm items 1 -- 6 work in IE 6.0 and higher and Firefox.-2.0 and higher. County ofomnga Registrar ofveters Page 2.97 of47 ATTACHMENT TRAINING Note: "There are no restrictions for training as to the number of hours or number of County staff who will used the admin system. Training Plan Technical Staff: Training Plan Admin Stafl': User Training: None required. All technical staff has to do is add a link to ROV website pointing to Contractor's servers. Admin staff training will be provided in 2 stages. Stage I: Training occurs after the test sites have been set up. Staff will be trained in using features of the admin system (adding committees and filings as well as retrieval of filer id's and passwords). Stafi' will be introduced to the various methods of support as well as what documentation is available to them online. This training is recommended to be done in person by a qualified Contractor Staff person at the County's oftice. An internet connection is required for the training. A link to a 77 page document is provided during the training session and is available 24 7. The ifiost recent version ofthi document is always available for download. Stage II: - Training occurs after staff has had a couple of weeks to test in the test admin system. The purpose of Stage II training is to introduce staff to the e-filing portion of the system. This will educate the staff as to what the filer will do in the filer application. The goal is to teach the staff to answer basic filer questions. Staff will be trained how to respond to filer questions and where to point them to online help documentation. Since the County staff has the responsibility of providing first tier support to County filers, this training is required. Training can either be done in person with a qualified Contractor Stafi' person or over the phone. A complimentary user training session will be given by a qualified Contractor person on site at the County's offices. The only condition is there be a minimum of 10 interested people attend the. meeting to justify the cost of the training session. Two complimentary user training sessions can be accommodated per year. If less than 10 people are interested in the training session, the County can opt to have the Contractor contact the interested person directly to set up an individual phone training session for up to 9 people per complimentary training session. After the complimentary training sessions for users are exhausted, County staff will be responsible for training users. A 71 page document is available to all users when they go to their login screen along with separate instructions for filing a 496 and 497. In addition to this, links for adjusting beginning balances if filings are to be e-filed County of Orange Registrar ofVo1uI'S Page 28 of 141000010988 :11 of an election cycle or calendar year once the filer is logged into me system. Upon signing of Contract, Contractor will provide} link to the '17 page admin training manual and 71 page filer training manual. All other online documentation can be provided at that time as well. coumy oformge '1=-age29ot47 N1owo1o9,s_s Regislrar of Voters AHACHMEMG Srarrmc Primary Staffto perform Contract duties (include organizational chart and resumes) Contractor shall obtain approval from County's Project Manager in advance and in writing prior to making any substitutions for individual project team members. Contractor may not request changes to the number oftypes of classifications. Name Coordinatoritrainer President I I VP Chief Programmer QA, Training, Tom Diebert -- Document_ation_ I I 7 Support Support Programmer 1 Programmer 2 Clerical Staff Engineer Engineer Resumes: Name Length of time Education Work History with Contractor "mats . 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Eoenmm .. . . . . . . . m8c.8_2 .mflo._oM Embo - Adm ma: $3 Ea boas mama: oE_mm3oa Emu 05 .3 mm_ 54 atom qom. m2 . now Ea umno $9.58 5% .3 2< 3.2.5333. aassfioo sea sou 3252.. o2.E< .8 Paicom .550 me was 2.. 23:2 mean .9 V. . . 3E4 fiarauzz?fimamaea a 7 .?Eo mnomusoumau gufio oomm._B? 3 bfina oE>9=_ muofl E4 '~03 EXHIBIT I . I Conntyof 0range'Child Support Enforcement I Certification Requirements In order to comply with child support enforcement requirements of the County of Orange, within 10 days of award of Contract, the successful Contractor must fl.l.l'l'llSl1 to the deputy purchasing agent: A. In the case of an individual Contractor, hislher name, date of birth, Social Security number, and residence address; B. In the case of a Contractor doing business in a form other than as an individual, the name, date of birth, Social Security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity; A certification that the Contractor has fiilly complied with all applicable federal and state reporting requirements regarding its employees; and C. A certification that the Contractor has fully complied with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment and will continue to so comply. The certifications will he stated as follows: i certifii that is in flill compliance with all applicable federal and stare reporting requirements regarding its employees and with all lawfially served Wage and Earnings Assignment Orders and Notices of Assignments and will continue to be in compliance throughout the term of Contract with the County of Orange. I understand tliatfailure to comply shall constitute a material breach of the contract and that failure to care such breach within I 0 calendar days of notice from the County shall constitute grounds for termination ofrhe contract. It is expressly understood that this data will be transmitted to governmental agencies charged with the establishent and enforcement of child support orders and for no other purposes and will he held confidential by those agencies. Failure of the Contractor to timely submit the data andlor certifications required above or to comply with all federal and state reporting requirements i'or'child support enforcement or to comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignmentshall constitute a material breach of the Contract. Failure to cure such breach within 10 calendar days of notice from the County shall constitute grounds for termination of the Contract. After notification of award, the successful Contractor may use the forms supplied herein, to furnish required information listed above. County of 0131153 1 000010988 Registrar ofVoters 'Pagc 45 of-1? COUNTY OF ORANGE SUPPORT ENFORCEMENT CERTIFICATION REQUIREMENTS A. In the case of an individual Contractor, hislher name, date of birth, Social Security nutnber, and residence address: .. Name: D.0.B: Social Security No: iiesidence Address: B. In the case of a Contractor doing business in a form other than as an individual, the name, date of birch, Social Security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity: Name: 13.0.3: I . Social _Security No: Residence Address: A Name: D.O.B: I "Nanci D.O.B Social Security No: Residence Address: (Additional sheets may be used if necessary) County Registrar of 'Voters Page 46 of A certification that the Contractor has fitlly complied with all applicable federal and state reporting requirements regrding its employees; and A certification that the Contractor has fully complied with all lawfitlly served Wage and Earnings Assignment Orders and Notices of Assignment and will continue to so comply. that is in fill! compliance with all applicable federal and state reporting requirements regarding its employees and with all served Wage and Earnings Assignment Orders and Notices of Assignments and will continue to be in compliance throughout the term of Contract with the County of Orange. I understand that failure to comply shall constitute a material breach ofthe Contract and that failure to care such breach within 10 calendar days of notice fiom the County shall constitute grounds for termination of the Contract. Authorized Signatltre Name Title County of Orange Registrar of Voters 141000010933 Pe.ge4'l 47 .. .