CONTRACT SUMMARY SHEET
TO: THE OFFICE OF THE CITY CLERK, COUNCIL/PUBLIC SERVICES DIVISION DATE: 03/06/2015 ROOM 395, CITY HALL
FROM (DEPARTMENT): Police
CONTACT PERSON: Nancy Cammarata PHONE: (213) 486-0380
CONTRACT NOU-2-33 COUNCIL FILE NO.:
M NEW CONTRACT ADOPTED BY COUNCIL: N/A El AMENDMENT NO. DATE El ADDENDUM NO. APPROVED BY BPW: N/A El SUPPLEMENTAL NO. DATE El CHANGE ORDER NO.
CONTRACTOR NAME: Superior Court of California, County of Los Angeles
TERM OF CONTRACT: 10/01/14 THROUGH: 08/10/2017
TOTAL AMOUNT: variable based on Pricing and Billing Schedule
PURPOSE OF CONTRACT: Agreement between the City of Los Angeles and the Superior Court of California, County of Los Angeles for data conversion services for traffic citations performed by Continental Datagraphics.
NOTE; CONTRACTS ARE PUBLIC RECORDS - SCANNED AND UPLOADED TO THE INTERNET AGREEMENT
BY AND BETWEEN
THE SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES
AND
THE CITY OF LOS ANGELES AT LOS ANGELES
FOR REIMBURSEMENT TO COURT
FOR
DATA CONVERSION SERVICES ON TRAFFIC CITATIONS ISSUED BY THE LOS ANGELES POLICE DEPARTMENT
CONTRACT NUMBER 2014-057 TABLE OF CONTENTS
SECTION TITLE PAGE
1.0 APPLICABLE DOCUMENTS 1 2.0 PERIOD OF PERFORMANCE 2 3.0 CONTRACT SUM 2 4.0 INVOICES AND PAYMENTS 2 5.0 DATA CONVERSION POLICIES AND PROCEDURES 3 6.0 CHANGE NOTICES AND AMENDMENTS 3 7.0 INDEMNIFICATION 4 8.0 ADMINISTRATION OF AGREEMENT 4 9.0 GOVERNING LAWS, JURISDICTION AND VENUE 4 10.0 RECORD RETENTION AND INSPECTION 5 11.0 CONFIDENTIALITY AND DATA SECURITY 5 12.0 NOTICE OF DELAYS 5 13.0 TERMINATION 6 14.0 SEVERABILITY 6 15.0 AUTHORIZATION PAGE 7
EXHIBITS
EXHIBIT A Statement of Work A-1
EXHIBIT B Pricing and Billing Schedule B-1
EXHIBIT C LASC Agreement No. 2014-002 C-1 This Agreement is made and entered into at Los Angeles, California by and between the CITY OF LOS ANGELES, a municipal corporation (hereinafter "CITY"), acting by and through its Los Angeles Police Department (hereinafter "LAPD") and the SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES (hereinafter "COURT"), as of the Effective Date, to reimburse COURT for the costs associated with data conversion services for CITY's traffic citations issued by LAPD, with regard to the following recitals.
WHEREAS, COURT has executed a new agreement with Continental DataGraphics (CDG) for data conversion services for traffic citations (LASC Agreement No. 2014-002); and
WHEREAS, LAPD is one of the criminal justice agencies whose traffic citations are processed per the agreement with CDG; and
WHEREAS, LAPD has unique data processing requirements for their traffic citations which increases the cost COURT would otherwise pay for data conversion services; and
WHEREAS, CITY desires to reimburse COURT for the costs associated with COURT's processing of LAPD traffic citations; and
WHEREAS, the Judicial Council has determined that the Lockyer-lsenberg Trial Court Funding Act of 1997, and Government Code section 77009(b), authorize COURT to enter into agreements such as the present one in furtherance of the exercise of COURT's judicial responsibilities; and
NOW THEREFORE, in consideration of the foregoing recitals, which are incorporated as part of this Agreement, COURT agrees to provide CITY with accurate, timely, and complete data as supplied by CDG, and CITY agrees to reimburse COURT for its costs associated therewith, pursuant to the following terms and conditions:
1.0 APPLICABLE DOCUMENTS
1.1 This present document and attached Exhibit A (Statement of Work), Exhibit B (Pricing and Billing Schedule), and EXHIBIT C (LASC Agreement 2014-002), which is hereby incorporated by reference and more fully details the scope of work performed by CDG, collectively shall constitute the complete and exclusive statement of understanding and accord between the parties relating to the subject matter of this Agreement (throughout and hereinafter referred to collectively as the "Agreement").
1.2 In the event of any conflict or inconsistency in the definition or interpretation of any word, responsibility, schedule, or the contents or description of any task, deliverable, goods, service, or other work, or otherwise, between and/or among this present document and the Exhibits, such conflict or inconsistency shall be resolved by giving precedence first to the body of this present document and then to the Exhibits according to the following priority:
1 (1) EXHIBIT A Statement of Work
(2) EXHIBIT B Pricing and Billing Schedule
(3) EXHIBIT C LASC Agreement No. 2014-002
2.0 PERIOD OF PERFORMANCE
2.1 The period of performance under this Agreement shall commence on October 1, 2014 and shall continue until August 10, 2017 to coincide with the terminus date of LASC Agreement No. 2014-002, unless sooner terminated, in whole or in part, as provided in this Agreement.
2.2 This Agreement may be extended for up to two additional and successive one-year periods of performance, to coincide with the extensions provided for under LASC Agreement No. 2014-002, at the discretion of the Court's Project Director.
2.3 COURT authorizes its Executive Officer/Clerk to extend this Agreement on a month-to-month basis, with the mutual written consent of COURT and CITY, for an additional period not to exceed six (6) months, only when this same option has been exercised under LASC Agreement No. 2014-002.
3.0 CONTRACT SUM
The Contract Sum under this Agreement shall be the total monetary amount payable by CITY to COURT for Reimbursement of the COURT's costs associated with data conversion services for LAPD issued traffic citations being provided by CDG, as outlined more fully in Exhibit C (LASC Agreement No. 2014-002). As described in Exhibit B (Pricing and Billing Schedule), the actual contract sum is variable and will be based on the annual volume of citations issued by LAPD, and processed by CDG. The estimated first year cost, based on estimated annual volume, is $253,368. The estimated second year cost, based on estimated annual volume, is $260,968. The estimated cost for the period between October 1, 2016 and August 8, 2017, based on estimated annual volume, is $268,796. The annual cost for each of the two one-year extension is subject to the negotiated rates with CDG for each corresponding contract extension.
4.0 INVOICES AND PAYMENTS
4.1 COURT shall invoice CITY monthly for work performed and for supplying the service specified herein and priced in accordance with Exhibit B (Pricing and Billing Schedule). COURT shall prepare monthly invoices, which shall include the charges owed to COURT by CITY for providing services during the previous month under the terms of this Agreement.
2 4.2 All invoices under this Agreement shall be submitted to the following address:
Wade Nakakura, Senior Management Analyst Information Technology Bureau Los Angeles Police Department 100 West First Street, Room 842 Los Angeles, CA 90012
4.3 CITY shall provide payment to COURT monthly, for work performed based on the number of records entered, for data entry services rendered during the previous month as specified herein and priced in accordance with Exhibit B (Pricing and Billing Schedule).
5.0 DATA CONVERSION POLICIES AND PROCEDURES
5.1 COURT agrees to abide by all state and federal statutes concerning the security, privacy, and dissemination of any and all information transferred to CDG.
5.2 COURT shall be responsible for the accuracy, completeness, and timeliness of all data conversion services information it provides to CITY. CITY shall notify COURT within fifteen (15) days of any information it receives from COURT that is not accurate or complete. COURT agrees to take whatever action is necessary in order to provide CITY with accurate and complete data.
5.3 COURT agrees to provide CITY all processed data within ten (10) days of COURT's receipt of data from CDG.
6.0 CHANGE NOTICES AND AMENDMENTS
6.1 COURT and CITY reserve the right to change any portion of the work required under this Agreement and any other provisions of this Agreement. All such changes shall be accomplished only as provided in this paragraph 6.0.
6.2 For any change that does not affect the scope of work, period of performance, payments, or any other term or condition included under this Agreement, a Change Notice shall be prepared and executed by COURT's Project Director and CITY's Project Director.
6.3 For any change that affects the scope of work, period of performance, payments, or any other term or condition included under this Agreement, a negotiated Amendment shall be prepared and executed in the same manner as the Agreement.
3 7.0 INDEMNIFICATION
Pursuant to the provisions of California Government Code Sections 895.4 et seq., CITY and COURT agree to indemnify and hold the other harmless from any and all loss or liability for injury or damage, actual or alleged, to person or property arising from the indemnifying party's acts or omissions in the performance of this Agreement.
In the event of third-party loss caused by the negligence, wrongful act or omission of more than one party, each party hereto shall bear financial responsibility in proportion to its percentage of fault as may be mutually agreed between them or judicially determined.
The provisions of California Civil Code Section 2778, regarding interpretation of indemnity agreements are hereby incorporated into this Agreement.
8.0 ADMINISTRATION OF AGREEMENT
This Agreement shall be administered by the following:
8.1 CITY's Project Director shall be:
Wade Nakakura, Senior Management Analyst Information Technology Bureau Los Angeles Police Department 100 West First Street, Room 842 Los Angeles, CA 90012
CITY's Project Director or his designee shall be responsive to COURT's concerns and questions regarding this Agreement.
8.2 COURT's Project Director shall be:
Snorri Ogata, Chief Information Officer Superior Court of California, County of Los Angeles 111 N. Hill Street, Room 105-E Los Angeles, CA 90012
COURT's Project Director or his designee shall be responsive to CITY's concerns and questions regarding this Agreement.
9.0 GOVERNING LAWS, JURISDICTION AND VENUE
This Agreement shall be governed by and construed in accordance with the procedural and substantive laws of the State of California. Any action brought or maintained by either party to this Agreement shall be in the Central District of the Superior Court of California, County of Los Angeles, OR ANY Superior Court of any other County in the State of California with jurisdiction over the matter. 10.0 RECORD RETENTION AND INSPECTION
COURT agrees that CITY's duly authorized representative shall have access to and the right to examine, audit, excerpt, copy or transcribe any pertinent transaction, activity, time cards, or other COURT records relating to this Agreement. All such material, including all pertinent costs, accounting, financial records and proprietary data, shall be kept and maintained by COURT at a location designated by COURT for a period of three (3) years after termination of this Agreement, unless CITY's permission is given to dispose of such material prior to the end of the established retention period.
11.0 CONFIDENTIALITY
11.1 COURT shall take steps to ensure that CITY's proprietary and confidential materials, data, documents, and other information of any kind are safeguarded and held in confidence. COURT agrees not copy, reproduce or distribute such materials, data, documents or other information by any method, to non-COURT entities, without the express, written approval of CITY.
11.2 CITY shall protect the security of and keep confidential all records, materials, data, and information received, obtained or produced under the provisions of this Agreement. Further, CITY shall use whatever security measures are necessary to protect all such records, materials, data, and information from loss or damage by any cause, including, but not limited to, fire and theft.
11.3 CITY shall not disclose to any person or entity any information identifying, characterizing, or relating to any trait, feature, function, risk, threat, vulnerability, weakness, or problem regarding any data or system security in COURT's computer systems or to any safeguard, counter-measure, contingency plan, policy, or procedure for any data or system security contemplated or implemented by COURT, without COURT's prior written consent.
11.4 The provisions of Section 11.0 (Confidentiality) shall survive in perpetuity the expiration or other termination of this Agreement.
12.0 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 within two (2) business days, telephone the appropriate other party personnel to give notice thereof, including all relevant information with respect thereto, to the other party. Such telephone notification shall be followed up in writing within one (1) working day.
5 13.0 TERMINATION
13.1 Termination for Convenience. Services performed under this Agreement may be terminated in whole or in part at any time by either party, when such action is deemed by CITY or COURT to be in its best interest. Termination of work hereunder shall be effected by delivery to CITY or COURT, by the requesting party, of a Termination Notice which specifies the extent to which services are terminated and the effective termination date. The effective date terminating services shall be no less than fifteen (15) calendar days from the date the written Termination Notice is delivered to either party.
13.2 Upon receiving a Termination Notice under Subsection 13.1, and unless otherwise expressly directed by CITY, COURT shall:
A. Stop work under this Agreement on the date and to the extent specified in the Termination Notice;
B. Transfer title and deliver to CITY all completed work and work in progress; and
C. Complete performance of such part of the work as shall not have been terminated by the Termination Notice.
13.3 Upon receipt of a Termination Notice, COURT shall submit to CITY, in the form and with the certifications as may be prescribed by CITY, its termination claim and invoice. Such claim and invoice shall be submitted promptly, but no later than three (3) months from the effective date of termination. Upon failure of COURT to submit its termination claim and invoice within the time allowed, CITY may determine, on the basis of information available to CITY, the amount, if any, due to COURT in respect to termination, and such determination shall be final. After such determination is made, CITY shall pay COURT the amount so determined.
13.4 COURT, for''a period of three (3) years after final settlement under this Agreement, shall make available to CITY, at all reasonable times at the office of COURT, all its books, records, documents, or other evidence bearing on the costs and expenses of COURT under this Agreement with respect to the termination of work hereunder. 13.5 Termination for Non-appropriation of funds. The COURT's payment obligations under this Agreement are subject to annual appropriation and the availability of funds. Expected or actual funding may be withdrawn, reduced, or limited prior to the expiration or other termination of this Agreement. Funding beyond the current appropriation year is conditioned upon appropriation of sufficient funds to support the activities described in this Agreement. Upon notice, the COURT may terminate this Agreement in whole or in part, without prejudice to any right or remedy of the COURT, for lack of appropriation of funds. Upon termination, the COURT will pay CONTRACTOR for the fair value of work satisfactorily performed prior to the termination, not to exceed the total Agreement amount.
14.0 SEVERABILITY
If any provision of this Agreement or the application thereof to any person or circumstance is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby. 6 15.0 AUTHORIZATION PAGE
IN WITNESS WHEREOF, the Superior Court of California, County of Los Angeles has caused this Agreement, No. 2014-057 to be subscribed by its Executive Officer/Clerk; and the City of Los Angeles, has caused this Agreement to be subscribed on its behalf by the Chief of Police, its duly authorized officer.
SUPERIOR COURT OF CALIFORNIA, CITY OF LOS ANGELES COUNTY OF LOS ANGELES
By: By: SHERRI R. CARTER CHARLIE BECK Executive Officer/Clerk Chief of Police Los Angeles Police Department
Date: Date: L"\ A7
APPROVED AS TO FORM APPROVED AS TO FORM d::::?6ereso.
By: B : D. BRETT BIANCO D INBRING Court Counsel Deputy City Attorney
Date: Date: 8- -
ATTEST:
NOLL L. WOL OTT
By: Depu City Clerk
Date:
City Agreement
7 EXHIBIT A Statement of Work
This Exhibit A "Statement of Work" sets forth the responsibilities of COURT:
1. SCOPE OF WORK
COURT's data conversion services for traffic citations will be performed for the next three (3) years by an independent contractor, Continental DataGraphics (CDG), which has been selected through the COURT's competitive bid process. All services shall be performed pursuant to LASC Agreement No. 2014-002, which contains provisions for two (2) additional one-year extensions at the discretion of the COURT's Project Director. A complete description of services performed is more fully explained in that Agreement, attached hereto as Exhibit C.
Data conversion services on traffic citations issued by LAPD are included within the scope of LASC Agreement No. 2014-002. However, LAPD has unique data entry requirements for its traffic citations that increase COURT's data conversion costs. In consideration of CITY reimbursing COURT for those increased costs as specified in Exhibit B (Pricing and Billing Schedule), COURT shall provide to CITY all data generated by CDG pursuant to COURT's Agreement No. 2008-015 as related to LAPD traffic citations.
DELIVERY
All data provided to CITY pursuant to this Agreement shall be in electronic format as provided to COURT by CDG, and shall be transmitted to CITY within ten (10) working days of receipt by COURT.
3. QUALITY CONTROL
When notified by CITY of any errors in data, COURT shall take all reasonable steps to ensure that CDG meets its obligation to maintain a control process designed to assure the integrity, quality, and security of its data conversion services. COURT shall facilitate communication between CITY and CDG to correct any errors in data.
The key entry error rate shall not exceed seventy-five hundredths of a percent (0.75%) of the day's submission of output records. COURT shall not be reimbursed for the day's submission of work should the error rate for data supplied to CITY be in excess of 0.75%.
"Key entry error" is defined as one (1) error, i.e., incorrect keystroke, per output record. One or more errors per output record is construed as one error. An error in a duplicated field shall be counted as an error in each output record that contains the incorrect duplicated field. CITY shall notify COURT of errors within thirty (30) calendar days of the return of the completed work to CITY. EXHIBIT B Pricing and Billing Schedule
Contract costs during the period of performance under this Agreement will be based on the annual volume of citations issued by the Los Angeles Police Department and processed by the COURT's data entry vendor, CDG. Costs will be determined by:
1) Multiplying the total number of LAPD citations processed by half of the cost per 282 keystroke record processed (LAPD cover for half the cost and COURT cover the other half). The LAPD portion of the cost per record for years one, two and three being $0.43500, $0.44805, and $0.46149 respectively; and
2) Multiplying the total number of LAPD citations processed by the additional cost per 335 keystroke record processed (this represents the additional information LAPD requires above and beyond the information that COURT requires), and adding this amount to the amount from #1 above. The sum of the two figures shall be the total cost per year.
The yearly cost to LAPD for the first three years of this agreement is broken down as follows, and is based on estimated annual volume of citations submitted to CDG for processing, actual yearly cost may vary:
Year One (10/1/14 - 9/30/15)
LAPD Citations Estimated Annual Price Per Record Estimated Maximum Volume Agreement Cost
282 Keystroke Record 550000 0.43500 $239,250.00
335 Keystroke Record 550000 0.02567 $14,118.50
Estimated Total $253,368.50 Year Two (10/1/15 - 9/30/16)
282 Keystroke Record 550000 0.44805 $246,427.50
335 Keystroke Record 550000 0.02644 $14,541.45
Estimated Total $260,968.95 Year Three (10/1/10 - 8/10/17)
282 Keystroke Record 550000 0.46149 $253,819.50
335 Keystroke Record 550000 0.02723 $14,976.50
Estimated Total $268,796.00
Costs for option years four and five of the Agreement will be adjusted to the prevailing fiscal year workload projections and the negotiated rates with CDG. Should the price per record change at any time, as detailed in the COURT's Agreement with the vendor, the new fee will be used to compute the costs of this Agreement. EXHIBIT C LASC Agreement No. 2014-002 w. ... * ----
AGREEMENT NUMBER 2014-002
BY AND BETWEEN
THE SUPERIOR COURT OF CALIFORNIA COUNTY OF LOS ANGELES
AND
CONTINENTAL DATAGRAPHICS ("CDG")
FOR
DATA ENTRY AND SCANNING SERVICES
FOR
TRAFFIC AND OTHER INFRACTION CITATIONS
i Table of Contents
SECTION TITLE PAGE
1.0 QUALIFICATION AND AUTHORIZATION WARRANTY 1 2.0 APPLICABLE DOCUMENTS 1 3.0 PERIOD OF PERFORMANCE 2 4.0 CONTRACTOR'S SERVICES 2 5.0 COMPENSATION 2 6.0 CONTRACT ADMINISTRATION 3 7.0 COURT APPROVAL OF CONTRACTOR'S STAFF AND PRIORITY HIRING 7 8.0 INVOICES AND PAYMENTS 7 9.0 MOST FAVORED PUBLIC ENTITY 8 10.0 FAILURE TO PROVIDE CONTRACT SERVICES 8 11.0 NOTICES 9 12.0 NOTICE OF DELAYS 9 13.0 INDEPENDENT CONTRACTOR STATUS 9 14.0 PROHIBITION AGAINST SUBCONTRACTING 10 15.0 PROHIBITION AGAINST ASSIGNMENT AND DELEGATION 11 16.0 WARRANTIES 11 17.0 CONFLICT OF INTEREST 12 18.0 WARRANTY AGAINST CONTINGENT FEES 12 19.0 LOBBYING 13 20.0 INDEMNIFICATION 13 21.0 CONFIDENTIALITY AND DATA SECURITY 13 22.0 TERMINATION CLAUSES 14 23.0 RENEGOTIATIONS DUE TO BUDGET RESTRICTIONS/NON-APPROPRIATION OF FUNDS 16 24.0 RECORDS AND AUDITS 16 25.0 EMPLOYMENT ELIGIBILITY VERIFICATION 17 26.0 DISCLOSURE OF INFORMATION 17 27.0 GOVERNING LAWS, JURISDICTION AND VENUE 18 28.0 MINIMUM AGE, LANGUAGE SKILLS AND LEGAL STATUS OF CONTRACTOR PERSONNEL AT FACILITY 18 29.0 COMPLIANCE WITH LAWS 18 30.0 RULES AND REGULATIONS 18 31.0 SEVERABILITY 18 32.0 COURT'S QUALITY ASSURANCE PLAN 19 33.0 WAIVER 19 34.0 COURT REMEDIES 19 ii 35.0 ASSURANCE OF COMPLIANCE WITH CIVIL RIGHTS LAWS 20 36.0 NONDISCRIMINATION IN EMPLOYMENT 20 37.0 FAIR LABOR STANDARDS ACT 21 38.0 NATIONAL LABOR RELATIONS BOARD 21 39.0 DISPUTE PROTEST RIGHTS 21 40.0 INSURANCE 21 41.0 LOS ANGELES SUPERIOR COURT CONTRACTING POLICIES/PROGRAMS 23 41.1 Compliance with the County's Jury Service Program 23 41.2 Darfur Contracting Act Certification 24 41.3 Expatriate Corporations 24 41.4 Child Support Compliance Act 24 41.5 Iran Contracting Act 24 42.0 NONEXCLUSIVITY 25 43.0 SECURITY COMPLIANCE 25 44.0 CHANGE OF TERMS AND AMENDMENTS 26 45.0 CAPTIONS & HEADINGS 26 46.0 NO PAYMENT FOR SERVICES PROVIDED FOLLOWING EXPIRATION/TERMINATION OF AGREEMENT 26 47.0 EXPANSION OF CONTRACT 26 48.0 WAIVER AND RELEASE 26 49.0 AUTHORIZATION PAGE 27
EXHIBITS
Exhibit A: Statement of Work
Exhibit B: Pricing and Billing Schedule
Exhibit C1: CONTRACTOR Acknowledgment and Confidentiality Agreement
Exhibit C2: CONTRACTOR Employee Acknowledgment and Confidentiality Agreement
Exhibit D: Assignment and Transfer of Rights
Exhibit E: Omitted
Exhibit F: Citation Data Conversion & Image Import Instructions
iii This Agreement is made and entered into at Los Angeles, California by and between the SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES ("COURT') and Continental Datagraphics, a Boeing Company ("CONTRACTOR"), as of the Effective Date, with regard to the following recitals:
WHEREAS, the Lockyer-Isenberg Trial Court Funding Act of 1997, effective January 1, 1998, authorizes COURT to enter into certain contracts related to court operations; and
WHEREAS, the COURT may contract with private businesses for Services when certain requirements are met; and
WHEREAS, COURT desires to contract for the services provided by CONTRACTOR; and
WHEREAS, CONTRACTOR was selected through a process of competitive bidding (see RFP 2014- 002); and
WHEREAS, the California Judicial Branch Contract Law (Public Contract Code 19201-19210) requires judicial branch entities to enter into contracts for the procurement of goods and services consistent with the Judicial Branch Contracting Manual adopted by the Judicial Council;
NOW THEREFORE, in consideration of the foregoing recitals, which are incorporated as part of this Agreement, COURT and CONTRACTOR agree as follows:
1.0 QUALIFICATION AND AUTHORIZATION WARRANTY
1.1 CONTRACTOR is, and will remain for the term of this Agreement, qualified to do business and in good standing in California.
1.2 CONTRACTOR represents and warrants that its signatory to this Agreement 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 legal acts and all other requirements of CONTRACTOR have been fulfilled to provide such actual authority.
2.0 APPLICABLE DOCUMENTS
2.1 This present document and attached, Exhibit A (Statement of Work); Exhibit B (Pricing and Billing Schedule); Exhibit C1 (CONTRACTOR Acknowledgment and Confidentiality Agreement); Exhibit C2 (CONTRACTOR Employee Acknowledgment and Confidentiality Agreement; Exhibit D (Assignment and Transfer of Rights); Exhibit E (Omitted); Exhibit F (Citation Data Conversion & Image Import Instructions): all of which are hereby incorporated herein by this reference, collectively shall constitute the complete and exclusive statement of understanding and agreement between the parties which supersedes any and all previous written or oral agreements, and any and all prior communications between the parties relating to the subject matter of this Agreement (throughout and hereinafter referred to collectively as the "Agreement").
2.2 In the event of any conflict or inconsistency in the definition or interpretation of any word, responsibility, schedule, or the contents or description of any task, deliverable, goods, service, or other work, or otherwise, between and/or among this present document and the Exhibits and Attachments, such conflict or inconsistency shall be resolved by giving precedence first to the body of this present document and then to the Exhibits according to the following priority:
(1) EXHIBIT A - Statement of Work
1 (2) EXHIBIT B Pricing and Billing Schedule
(3) EXHIBIT C1 CONTRACTOR Acknowledgment and Confidentiality Agreement
(4) EXHIBIT C2 - CONTRACTOR Employee Acknowledgment and Confidentiality Agreement
(5) EXHIBIT D Assignment and Transfer of Rights
(6) EXHIBIT E Omitted
(7) EXHIBIT F - Citation Data Conversion & Image Import Instructions
3.0 PERIOD OF PERFORMANCE
3.1 The initial period of performance under this Agreement shall commence on the date of its execution by the COURT'S Executive Officer/Clerk (the Effective Date), and shall continue for three (3) years thereafter.
3.2 COURT authorizes its Project Director to extend the Agreement for up to two (2) additional and successive one-year periods, with the mutual written consent of COURT and CONTRACTOR.
3.3 COURT authorizes its Executive Officer/Clerk to extend this Agreement on a month-to- month basis, with the mutual consent of COURT and CONTRACTOR, for an additional period not to exceed six (6) months.
3.4 COURT shall notify CONTRACTOR in writing at least sixty (60) days prior to the beginning of the pertinent extension period of any determination to extend this Agreement beyond its initial period of performance.
4.0 CONTRACTOR'S SERVICES
Pursuant to the provisions of this Agreement, CONTRACTOR shall fully provide, complete, and deliver on time all tasks, deliverables, services, and other work as set forth in Exhibit A (Statement of Work), and as otherwise required in this Agreement. Time is of the essence for CONTRACTOR'S performance under this Agreement.
5.0 COMPENSATION
5.1 Contract Sum
5.1.1 The Contract Sum shall be the maximum total monetary amount payable by COURT to CONTRACTOR for supplying all the tasks, deliverables, services, and other work specified under this Agreement. All work completed by CONTRACTOR must be deemed acceptable to, and approved in writing by, COURT'S Project Manager which approval shall not be unreasonably withheld. If COURT'S Project Manager does not approve the work in writing, payment to CONTRACTOR shall be made in accordance to Section 8.2 of this Agreement.
5.1.2 The total annual Contract Sum for the first year of the contract shall not exceed $1,330,000 and shall be paid in accordance with Exhibit B (Pricing and Billing
2 Schedule). The second and third years of the contract shall be paid in accordance with Exhibit B (Pricing and Billing Schedule).
5.1.3 Any additional work requested by COURT that exceeds the scope of the Exhibit A (Statement of Work), must be approved in advance, and in writing, by COURTS Project Director.
5.1.4 Any change in the Contract Sum must be approved in advance, and in writing, by COURT'S Executive Officer/Clerk.
5.1.5 If CONTRACTOR provides any task, deliverable, good, service, and/or other consideration to COURT other than those specified in this Agreement, or if CONTRACTOR provides such items requiring COURT'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 COURT therefor.
5.2 Fees
CONTRACTOR shall provide all goods and services at the rates set forth in Exhibit B (Pricing and Billing Schedule). COURT shall have no obligation for payment of fees for any goods or services provided by CONTRACTOR except for those which are satisfactorily completed and expressly authorized pursuant to this Agreement.
5.3 Expenses
5.3.1 COURT shall not provide reimbursement for travel expenses, mileage, or any other CONTRACTOR expenses, without the prior written approval of COURT'S Project Manager.
5.3.2 COURT shall not reimburse any CONTRACTOR expenses for staff time or overtime spent performing services or for any time spent to provide information for COURT audits or billing inquiries.
5.4 Salaries and Employee Benefits
CONTRACTOR will be solely responsible for providing to its employees all legally required employee benefits, and COURT shall not be held liable for the direct payment of any salaries, wages, or other compensation to any personnel provided by CONTRACTOR.
6.0 CONTRACT ADMINISTRATION
6.1 Key Personnel
COURT and CONTRACTOR shall each designate a Project Director who shall have full authority to act on all daily operational matters concerning CONTRACTOR'S performance under this Agreement. CONTRACTOR'S Project Director shall be subject to COURT'S written approval. CONTRACTOR shall not replace its Project Director without prior written approval by COURT. CONTRACTOR'S Project Director shall be available by telephone during regular business hours.
3 6.2 CONTRACTOR'S Representatives
6.2.1 CONTRACTOR'S Project Director
6.2.1.1 CONTRACTOR'S Project Director for this Agreement shall be the following person, or his designee:
Thomas Spangler, Director of Project Management and Quality CDG, a Boeing Company 2401 E. Wardlow Road Long Beach, California 90808 (562) 608-2000
6.2.1.2 CONTRACTOR shall notify COURT in writing of any change in the name or address of CONTRACTOR'S Project Director.
6.2.1.3 CONTRACTOR'S Project Director shall be responsible for confirming that the objectives of this Agreement are met by CONTRACTOR.
6.2.1.4 CONTRACTOR'S Project Director is not authorized to make any changes in any of the terms and conditions of this Agreement and is not authorized to further obligate CONTRACTOR in any respect whatsoever.
6.2.2 CONTRACTOR'S Project Manager
6.2.2.1 CONTRACTOR'S Project Manager for this Agreement shall be the following person, or designee:
William Ballard, Project Manager/Customer Service CDG, a Boeing Company 2401 E. Wardlow Road Long Beach, California 90808 (562) 608-2000
6.2.2.2 CONTRACTOR shall notify COURT in writing of any change in the name or address of CONTRACTOR'S Project Manager.
6.2.2.3 CONTRACTOR'S Project Manager shall provide direction to COURT in the areas relating to CONTRACTOR'S policies, information requirements, and procedural requirements.
6.2.2.4 CONTRACTOR'S Project Manager shall be responsible for determining whether the technical standards and requirements of this Agreement are met by CONTRACTOR and for evaluating CONTRACTOR'S performance under this Agreement.
6.2.2.5 CONTRACTOR'S Project Manager shall plan and coordinate CONTRACTOR'S efforts with COURT.
6.3 COURT'S Representatives
6.3.1 COURT Personnel
4 Unless stated otherwise in this Agreement, all COURT personnel assigned to this Agreement shall be under the exclusive supervision of COURT. CONTRACTOR understands and agrees that all such COURT personnel are assigned only for the convenience of COURT. CONTRACTOR hereby represents that its price, project schedule, and performance hereunder are based solely on the work of CONTRACTOR'S personnel, except as otherwise expressly provided in this Agreement.
6.3.2 COURT'S Proiect Director
6.3.2.1 COURT'S Project Director for this Agreement shall be the following person, or designee:
Snorri Ogata, Chief Information Officer Computer Technology Services Superior Court of California County of Los Angeles Stanley Mosk Courthouse 111 North Hill Street, Room 105-E Los Angeles, California 90012
6.3.2.2 COURT shall notify CONTRACTOR in writing of any change in the name or address of COURT'S Project Director.
6.3.2.3 COURT'S Project Director shall be responsible for confirming that the objectives of this Agreement are met by CONTRACTOR.
6.3.2.4 COURT'S Project Director is not authorized to make any changes in any of the terms and conditions of this Agreement and is not authorized to further obligate COURT in any respect whatsoever.
6.3.2.5 COURT'S Project Director shall provide direction to CONTRACTOR in the areas relating to COURT policy, information requirements, and procedural requirements.
6.3.2.6 COURT'S Project Director shall have the right at all times to inspect any and all tasks, deliverables, goods, services, or other work provided by or on behalf of CONTRACTOR.
6.3.2.7 COURT'S Project Director may request a change of CONTRACTOR'S Project Director if the objectives of this Agreement are not being met as determined in the sole judgment of COURT'S Project Director.
6.3.2.8 COURT'S Project Director shall be responsible for determining whether the technical standards and requirements of this Agreement are met by CONTRACTOR and for evaluating CONTRACTOR'S performance under this Agreement.
6.3,2.9 COURT'S Project Director shall plan and coordinate CONTRACTOR'S efforts with COURT.
5 6.3.3 COURT'S Project Manager
6.3.3.1 COURTS Project Manager for this Agreement shall be the following person or designee:
Glenn Pauley, IT Project Manager I Computer Technology Services Superior Court of California County of Los Angeles Hall of Records 320 West Temple Street, Room G-25 Los Angeles, California 90012
6.3.3.2 COURT shall notify CONTRACTOR in writing of any change in the name or address of COURT'S Project Manager.
6.3.3.3 COURTS Project Manager shall be responsible for ensuring that daily routine facility maintenance standards and requirements of this Agreement are met.
6.3.3.4 COURT'S Project Manager shall be responsible for the evaluation of CONTRACTOR'S performance under this Agreement.
6.3.3.5 COURTS Project Manager is not authorized to make any changes in any of the terms and conditions of this Agreement, and is not authorized to further obligate COURT in any respect whatsoever.
6.3.3.6 COURTS Project Manager shall confer with CONTRACTOR'S Project Manager on a regular basis to ensure that the objectives of this Agreement are met.
6.3.4 COURTS Contract Analyst
6.3.4.1 COURT'S Contract Analyst for this Agreement shall be the following person or designee:
Art Cuevas Purchasing/Contracts Administration Superior Court of California County of Los Angeles Stanley Mosk Courthouse 111 North Hill Street, Room 105-B Los Angeles, California 90012
6.3.4.2 COURT shall notify CONTRACTOR in writing of any change in the name or address of COURT'S Contract Analyst
6.3.4.3 Contract Analyst shall be responsible for resolving contractual issues relating to terms and conditions of this Agreement.
6.3.4.4 Contract Analyst shall be responsible for preparing amendments, extensions and addendums to this Agreement.
6 7.0 COURT APPROVAL OF CONTRACTOR'S STAFF AND PRIORITY HIRING
7.1 COURT has the reasonable right to approve, which approval shall not be unreasonably withheld, members of CONTRACTOR'S management staff during the performance of the work hereunder and prior to any proposed changes in CONTRACTOR'S management staff. CONTRACTOR shall provide COURT'S Project Director with résumés of all proposed management staff and shall make such staff available for interview by COURT upon request of COURT'S Project Director. All other staff shall be subject to requirements of Section 7.2. By execution hereof, the COURT has approved Thomas Spangler as the current Project Director.
7.2 Background Investigations
7.1.1 All CONTRACTOR'S employees providing services in conjunction with this Agreement may be required to undergo and pass to the satisfaction of the COURT a background and security investigation as a condition of beginning and continuing work under the Agreement. The COURT may request that such investigations be conducted periodically during the term of the Agreement.
7.1.2 Investigation will be conducted by the COURT at the CONTRACTOR'S expense and will consist of a background and fingerprint check with the Los Angeles County Sheriffs Department, the California Department of Justice, the Federal Bureau of Investigation, and the National Crime Information Center. The fee for investigations is approximately fifty dollars ($50.00) each.
7.3 Priority Hiring
CONTRACTOR shall give priority consideration in filling vacancies in positions funded by this Agreement to qualified recipients of aid under Welfare and Institutions Code section 11200, in accordance with PCC 10353.
8.0 INVOICES AND PAYMENTS
8.1 Submitting Invoices
8.1.1 CONTRACTOR shall bill the COURT monthly in arrears, as specified in Section A.5 of Exhibit A (Statement of Work).
8.1.2 CONTRACTOR shall invoice COURT at the rates set forth in Exhibit B (Pricing and Billing Schedule).
8.1.3 CONTRACTOR shall bill COURT on the 5th of the month for goods and services provided the preceding month.
8.1.4 All invoices shall be subject to COURT'S written approval. CONTRACTOR shall prepare invoices, in the detail specified in Section A.5 of Exhibit A (Statement of Work) for charges owed to CONTRACTOR by COURT as provided in Exhibit B (Pricing and Billing Schedule).
8.1.5 CONTRACTOR shall submit all invoices for approval to COURT'S Project Director.
7 8.1.6 Immediately upon approving CONTRACTOR'S invoice(s), COURT'S Project Director shall forward all such invoice(s) for review and processing for payment to:
Financial Services Administration — Accounts Payable Superior Court of California County of Los Angeles 111 North Hill Street, Room 105-K Los Angeles, California 90012
8.2 Payment Conditions
8.2.1 COURT shall pay CONTRACTOR as per Exhibit B (Pricing and Billing Schedule) in the Agreement within thirty (30) days of receiving a correct and proper invoice from CONTRACTOR, provided that CONTRACTOR is not in violation of or default under any provision of the Agreement and has submitted a complete, accurate, and approved invoice.
8.2.2 Payment for services rendered shall be made upon COURT'S approval of invoices submitted and may be reduced at COURT'S sole discretion for CONTRACTOR'S failure to provide services as specified in the Agreement. COURT may deduct up to ten (10%) percent from invoice amount for each month a failure incurs and until such errors are satisfactorily corrected.
8.2.2.1 The aggregate of all amounts withheld pursuant to Section 10.1 shall be paid to CONTRACTOR by COURT in accordance to Section 10.2.
8.2.3 The cumulative total of such invoices shall not exceed the Contract Sum stated in Section 5.0 of the Agreement
8.3 Reports by CONTRACTOR
In order to monitor and control expenditures and to ensure the reporting and completion of all tasks, subtasks, deliverables, goods, services, and other work provided by CONTRACTOR, CONTRACTOR shall provide monthly written reports to the COURT'S Project Manager as described in Section A.5 of Exhibit A (Statement of Work).
9.0 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 federal government, or any state, county, municipality, or district, at prices below those set forth in this Agreement, then such lower prices shall be immediately extended to COURT.
10.0 FAILURE TO PROVIDE CONTRACT SERVICES
10.1 In the event that CONTRACTOR fails to correct any significant and/or repetitive errors on any task or deliverable described in Exhibit A (Statement of Work) and/or fails to perform such corrections within ten (10) business days of receiving written notice thereof from COURT'S Project Manager and/or COURT'S Project Director, COURT may deduct up to ten (10%) percent each month from amount of CONTRACTOR'S regular monthly invoices representing CONTRACTOR'S management fee for each such failure until such
8 errors are satisfactorily corrected. Under no circumstances shall COURT withhold payment representing amount for which CONTRACTOR will be reimbursed such as wages, taxes, benefits, liability insurance or other costs. COURT shall not hold CONTRACTOR liable for any delays for which the COURT is solely responsible.
10.2 The aggregate of all amounts withheld pursuant to Section 10.1 shall be paid to CONTRACTOR by COURT in one lump sum payment the earlier of 1) the parties' agreed upon resolution of the matter(s) for which withholding was prompted or 2) within sixty (60) days from the termination date of this Agreement, upon completion of all corrective measures required.
11.0 NOTICES
All notices or demands required or permitted to be given or made under this Agreement shall be in writing and shall be hand delivered with signed receipt or mailed by first-class registered or certified mail, postage prepaid, addressed to the parties at the following addresses:
If to COURT:
Snorri Ogata, Chief Information Officer Superior Court of California County of Los Angeles Stanley Mosk Courthouse 111 N. Hill Street, Room 105-E Los Angeles, California 90012
If to CONTRACTOR:
Thomas Spangler, Director of Project Management and Quality CDG, a Boeing Company 2401 E. Wardlow Road Long Beach, California 90808 (562) 608-2000
11.2 Addresses may be changed by either party giving written notice thereof to the other party. COURT'S Project Director shall have the authority to issue all notices or demands required or permitted by COURT under this Agreement.
12.0 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 not later than one (1) business day of learning of the actual or potential situation, telephone the appropriate other party personnel to give notice thereof, including all relevant information with respect thereto, to the other party. Such telephone notification shall be followed up in writing with an explanation of the situation within one (1) working day.
13.0 INDEPENDENT CONTRACTOR STATUS
13.1 This Agreement is by and between COURT 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 COURT and CONTRACTOR. CONTRACTOR shall function as, and in all respects is, an independent contractor. 9 13.2 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. COURT 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.
13.3 CONTRACTOR understands and agrees that all persons performing work pursuant to this Agreement, for all purposes, and in particular, for purposes of Workers' Compensation liability, are solely employees or agents of CONTRACTOR and not employees of COURT. CONTRACTOR shall be solely liable and responsible 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 CONTRACTOR pursuant to this Agreement.
14.0 PROHIBITION AGAINST SUBCONTRACTING
14.1 COURT 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 consent of COURT'S Executive Officer/Clerk as provided in this Section 14.0. Any attempt by CONTRACTOR to subcontract any performance, obligation, or responsibility under this Agreement, without prior written consent of COURT, shall be null and void and shall constitute a material breach of this Agreement upon which COURT may immediately terminate this Agreement. CONTRACTOR shall notify in writing all potential subcontractors of the provisions of this Section 14.0.
14.2 If CONTRACTOR desires to subcontract any portion of its performance, obligations, or responsibilities under this Agreement, CONTRACTOR shall make a written request to COURT'S Contract Analyst. COURT'S Contract Analyst will coordinate efforts to obtain approval from COURT'S Executive Officer/Clerk. CONTRACTOR'S request to COURT'S Contract Analyst shall include the following information:
A) The reason(s) for the particular subcontract.
B) A detailed description of the work to be performed by the proposed subcontractor.
C) Identification of the proposed subcontractor and an explanation of why and how the proposed subcontractor was selected.
D) A draft copy of the proposed subcontract.
E) Unless otherwise determined unnecessary by COURT'S Purchasing/Contracts Administration, copies of Certificates of Insurance and Performance Security from the proposed subcontractor which establish that the subcontractor maintains all the programs of insurance required by this Agreement.
F) Any other information and/or certification requested by COURT.
14.3 COURT will review CONTRACTOR'S request to subcontract and determine, in its sole discretion, whether to consent to such request on a case-by-case basis.
10 14.4 CONTRACTOR shall indemnify, defend, and hold harmless COURT, its elected and appointed officers, employees, and agents, as well as the County of Los Angeles, State of California, its officers, employees, and agents, from and against any and all liability, including but not limited to any and all demands, claims, actions, damages, fees, costs, and/or expenses which in any way, directly or indirectly, arise from or are related to CONTRACTOR'S negligent use of any subcontractor under this Agreement.
14.5 Notwithstanding any COURT consent to any subcontracting, CONTRACTOR shall remain responsible for any and all performance required of it under this Agreement. Further, COURT approval of any subcontract shall not be construed to limit in any way CONTRACTOR'S obligations and/or responsibilities to COURT, nor shall such approval limit in any way any of COURT'S rights and/or remedies at law, in equity, and/or under this Agreement.
14.6 In the event that COURT consents to any subcontracting, the subcontractor, on behalf of itself, its successors and administrators, shall assume and be bound by and shall be deemed to have assumed and agreed to be bound by each and all of the provisions of this Agreement and any amendment(s) and/or modification(s) hereto. Contractor shall so notify the subcontractor.
14.7 In the event that COURT 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 the provisions in this Section 14.0, or a blanket consent to any further subcontracting.
14.8 CONTRACTOR shall be solely responsible and liable for any and all payment or other compensation to all subcontractors and/or their officers, employees, and/or agents. COURT shall have no responsibility and/or liability whatsoever for any payment or other compensation to or for any subcontractors and/or their officers, employees, and/or agents. 14.9 CONTRACTOR shall deliver to COURT'S Contract Analyst a fully executed copy of each subcontract entered into by CONTRACTOR pursuant to this Section 14.0 on or immediately after the effective date of the subcontract, but in no event later than the date any work is performed under the subcontract.
15.0 PROHIBITION AGAINST ASSIGNMENT AND DELEGATION
This Agreement is for the benefit of and is binding upon each of the parties hereto and their respective successors and permitted assigns. No rights or duties of either party under this Agreement may be assigned, delegated or contracted to be assigned or delegated by either party except that: (i) CDS may assign its interest to a corporation that (a) results from any merger or reorganization of such party or (b) acquires substantially all the assets of such party; (ii) CDG may assign any of its rights to receive money; CDG may assign all or any part of its contractual rights and obligations to its ultimate parent company or any wholly-owned subsidiary thereof provided that CDG will remain responsible for all obligations and liabilities and Customer will continue to deal with the original group performing the Services.
16.0 WARRANTIES
16.1 CONTRACTOR shall promptly upon notice correct any and all non-conformances, defects, errors, and/or omissions in the tasks, deliverables, goods, services, and/or other work provided or to be provided under Exhibit A (Statement of Work) pursuant to this Agreement during the term of this Agreement. CONTRACTOR shall make such correction(s) at no additional cost to COURT.
11 16.2 CONTRACTOR warrants that it shall provide all goods and/or services in strict compliance with all specifications and requirements set forth in Exhibit A (Statement of Work), and elsewhere in this Agreement.
16.3 CONTRACTOR warrants that it shall maintain sufficient personnel and equipment inventory to perform the services in the required turn-around time as specified in Exhibit A (Statement of Work), and elsewhere in this Agreement.
16.4 CONTRACTOR warrants that it shall deliver all required reports, including written Status and Performance Reports, and invoices as defined and set forth in Exhibit A (Statement of Work), and elsewhere in this Agreement.
16.5 In the event CONTRACTOR fails timely to perform its warranty obligations set forth in this Section 16.0, then COURT may perform any required correction or other work and debit CONTRACTOR therefor at COURT'S direct actual cost of outside labor and materials and COURT'S burdened labor rates (including salary, employee benefits and applicable reimbursement policies) to remedy any failure to conform to the provisions of this Agreement.
16.6 In the event CONTRACTOR does not agree with COURT'S assessment of charges, CONTRACTOR may seek to resolve any such dispute pursuant to Section 39.0 (Dispute Protest Rights).
16.7 The rights and remedies provided in this Section 16.0 shall not be exclusive and are in addition to any other rights and remedies provided at law, in equity, and/or under this Agreement.
17.0 CONFLICT OF INTEREST
17.1 CONTRACTOR represents and warrants that no employee of COURT, Los Angeles County, State of California or person whose position enables him/her to influence the award of this Agreement, and no spouse or economic dependent of such employee, is or shall be employed in any capacity by CONTRACTOR, or shall have any direct or indirect financial interest in this Agreement.
17.2 Anyone who is a former employee of the COURT, Los Angeles County or the State of California at the time of execution of this Agreement or who subsequently becomes affiliated with CONTRACTOR in any capacity shall not participate in the services provided under this Agreement or share in the profits of CONTRACTOR earned for a period of one year from the date he/she left employment with the COURT, Los Angeles County or the State of California.
17.3 CONTRACTOR represents and warrants that it is aware of and its authorized officers have read the provisions of Los Angeles County Code Chapter 2.180 and that execution of this Agreement shall not violate those provisions. For the purpose of conflict of interest under this Agreement and the applicability of such Los Angeles County Code provisions, COURT officials and employees are to be considered County officials and employees.
18.0 WARRANTY AGAINST CONTINGENT FEES
CONTRACTOR 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,
12 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.
19.0 LOBBYING
CONTRACTOR and each County lobbyist as defined in Los Angeles County Code Section 2.160.010, retained by CONTRACTOR, shall fully comply with the County Lobbyist Ordinance, Los Angeles County Code Chapter 2.160. Failure on the part of CONTRACTOR and any County lobbyist retained by CONTRACTOR to fully comply with the County Lobbyist Ordinance shall constitute a material breach of this Agreement upon which COURT may immediately terminate or suspend this Agreement. For the purpose of this Agreement and the applicability of such Los Angeles County Code provisions, officials and employees of COURT are to be considered County officials and employees.
20.0 INDEMNIFICATION
20.1 CONTRACTOR agrees to indemnify, defend, and hold harmless COURT, its elected and appointed officers, employees, and agents, as well as the County of Los Angeles and the State of California, and their respective officers, employees, and agents, from and against any and all liability, including but not limited to defense costs and attorney's fees, arising from or connected with claims, lawsuits for damages, and/or worker's compensation benefits relating to CONTRACTOR'S negligent conduct of its operations or its services, which result from bodily injury, death, personal injury, and/or property damage (including damage to CONTRACTOR'S property).
20.2 CONTRACTOR shall not be obligated to indemnify for liability and expense arising from the active negligence of COURT.
21.0 CONFIDENTIALITY AND DATA SECURITY
21.1 In accordance with all applicable Federal, State, and local laws, regulations, ordinances and directives relating to confidentiality, CONTRACTOR shall protect the security of and keep confidential all records, materials, data, and information received, obtained or produced under the provisions of this Agreement. CONTRACTOR shall use whatever reasonable security measures are necessary to protect all such records, materials, data, and information from loss or damage by any cause, including, but not limited to, fire and theft.
21.2 CONTRACTOR shall not disclose to any person or entity any information identifying, characterizing, or relating to any trait, feature, function, risk, threat, vulnerability, weakness, or problem regarding any data or system security in COURT'S computer systems or to any safeguard, counter-measure, contingency plan, policy, or procedure for any data or system security contemplated or implemented by COURT, without COURT'S prior written consent.
21.3 CONTRACTOR shall provide to COURT a completed Contractor Acknowledgment and Confidentiality Agreement (Exhibit C1), and a completed Contractor Employee Acknowledgment and Confidentiality Agreement (Exhibit C2), for each of its employees performing work under this Agreement. All such completed Agreements shall be delivered to:
13 Art Cuevas, Contracts Analyst Purchasing/Contracts Administration Superior Court of California County of Los Angeles 111 North Hill Street, Room 105-B Los Angeles, California 90012
Delivery shall be on or before the effective date of this Agreement but in no event later than the date which CONTRACTOR first has some access to COURT records, materials, data, or information, or first performs work under this Agreement, whichever date is earlier.
21.4 CONTRACTOR shall assure that only those CONTRACTOR personnel required to perform the services shall have access to COURT materials, data, and information. All materials, documents, data and other information of any kind obtained from COURT, and all reports developed by CONTRACTOR under this Agreement are confidential to and are solely the property of the COURT.
21.5 CONTRACTOR shall take steps to ensure that said materials, documents, and other information of any kind obtained from COURT shall not be copied or reproduced by any method without the express, written approval of COURT'S Project Director except to the extent necessary to perform services under this Agreement. The provisions of this Section 21.0 shall survive in perpetuity the expiration or other termination of this Agreement.
22.0 TERMINATION CLAUSES
22.1 Termination for Convenience
22.1.1 Services performed under this Agreement may be terminated in whole or in part at any time by either party when, in its sole discretion, either party deems that termination is in its best interest. A party may terminate services by delivering to the other party a written Termination Notice which specifies the extent to which services are terminated and the effective termination date. The effective date terminating services shall be thirty (30) calendar days from the date the written Termination Notice is delivered to the other party.
22.1.2 After receiving a Termination Notice under this Subsection 22.1 (Termination for Convenience), and unless otherwise expressly directed by COURT, CONTRACTOR shall take all necessary steps to stop services on that date and to the extent specified in the Termination Notice and shall complete services not so terminated.
22.1.3 COURT and CONTRACTOR shall negotiate an equitable amount to be paid CONTRACTOR by reason of the total or partial termination of work pursuant to this Subsection 22.1 (Termination for Convenience), which amount shall include all verifiable costs incurred but not recovered by CONTRACTOR to provide the services contemplated under this Agreement including, but not limited to, the cost of unpaid work performed and a reasonable profit on such work, and reasonable wind-down costs, but shall not include any profit allowance on work not yet performed. COURT shall pay the agreed amount provided that such amount shall not exceed the total funding obligated under this Agreement as reduced by the
14 amount of payments otherwise made and as further reduced by the Agreement price of work not terminated.
22.2 Termination for Failure to Satisfactorily Perform Implementation Testing
22.2.1 Services performed under this Agreement may be terminated in whole or in part by the COURT providing to CONTRACTOR a written Notice of Default if CONTRACTOR fails to satisfactorily perform the tasks set forth in Section B.4.a (1) through (8) of Exhibit A (Statement of Work).
22.2.2 CONTRACTOR shall have five (5) business days from the date of the Notice of Default in which to cure any defect(s), however, in its sole discretion, COURT may extend this period or authorize a longer period for cure.
22.3 Termination for CONTRACTOR'S Default
22.3.1 Services performed under this Agreement may be terminated in whole or in part by the COURT providing to CONTRACTOR a written Notice of Default if CONTRACTOR fails to perform the services within the time specified in this Agreement or any extension approved by COURT, or if CONTRACTOR fails to perform any other covenant or condition of this Agreement, or if CONTRACTOR fails to make progress so as to endanger performance under this Agreement.
22.3.2 CONTRACTOR shall have thirty (30) calendar days from the date of the Notice of Default in which to cure the default(s), however, in its sole discretion, COURT may extend this period or authorize a longer period for cure.
22.3.3 If it is determined that CONTRACTOR was not in default of this Agreement, or that the default was excusable, then the rights and obligations of the parties shall be the same as if a Notice of Termination for Convenience had been issued under the provisions of Subsection 22.1 (Termination for Convenience).
22.4 Termination for Improper Consideration
22.4.1 COURT 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 COURT officer, employee or agent with the intent of securing the Agreement or securing favorable treatment with respect to the award, amendment or extension of the Agreement or the making of any determination with respect to the CONTRACTOR'S performance pursuant to the Agreement. In the event of such termination, COURT shall be entitled to pursue the same remedies against CONTRACTOR as it could pursue in the event of default by the CONTRACTOR.
22.4.2 CONTRACTOR shall immediately report any attempt by a COURT officer, employee or agent to solicit such improper consideration. The report shall be made either to COURT manager charged with the supervision of the employee or to the COURT'S Internal Audits Section Fraud Hotline at (213) 974-6001.
22.4.3 Among other items, such improper consideration may take the form of cash, discounts, services, the provision of travel or entertainment, or tangible gifts.
15 22.5 Termination for Non-Appropriation of Funds
COURT'S obligation is payable only from funds appropriated for the purpose of this Agreement. All funds for payments after the end of the current fiscal year are subject to COURT'S legislative appropriation for this purpose. In the event this Agreement extends into succeeding fiscal year periods and the State of California does not allocate sufficient funds for the next succeeding fiscal year's payment, services shall automatically be terminated in accordance with the provisions of Subsection 22.1 (Termination for Convenience) of this Agreement, effective as of the end of the then-current fiscal year. COURT shall make a good faith effort to notify CONTRACTOR in writing of such non- allocation as soon as reasonably practical after final passage of the State's budget.
22.6 Termination for Insolvency of CONTRACTOR
COURT may terminate this Agreement forthwith in any of the following events or incidents of insolvency:
A) CONTRACTOR ceases to pay its debts in the ordinary course of business or cannot pay its debts as they become due, whether or not insolvent within the meaning of the Federal Bankruptcy Law;
B) CONTRACTOR becomes a debtor in bankruptcy, whether by voluntary or involuntary petition;
C) A receiver or trustee is appointed for CONTRACTOR, provided that the receiver or trustee shall not have been dismissed within thirty (30) days of appointment; or
0) CONTRACTOR executes an assignment for the benefit of creditors.
23.0 RENEGOTIATIONS DUE TO BUDGET RESTRICTIONS/NON-APPROPRIATION OF FUNDS
In the event that budget reductions occur in any fiscal year covered by the Agreement that may cause COURT to consider terminating the Agreement, the parties agree to attempt to renegotiate in good faith the terms of the Agreement to reduce the Maximum Contract Sum in lieu of cancellation under the termination provisions of the Agreement.
24.0 RECORDS AND AUDITS
24.1 CONTRACTOR shall maintain accurate and complete financial records of its activities and operations relating to this Agreement in accordance with generally accepted accounting principles. CONTRACTOR shall also maintain accurate and complete employment and other records relating to its performance of this Agreement. CONTRACTOR agrees that COURT, or its authorized representatives, 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, time cards and other employment records, and proprietary data and information, shall be kept and maintained by CONTRACTOR and shall be made available to COURT during the term of this Agreement and for a period of four (4) years thereafter unless COURT'S written permission is given to dispose of any such material prior to such time. All such material shall be maintained by CONTRACTOR at a location in Los Angeles County, unless approval is obtained from COURT'S Project Director for an alternate location outside of Los Angeles County.
16 24.2 Court shall submit all requests for audits in writing to CONTRACTOR'S Project Director. Within ten (10) working days of COURT'S written request, CONTRACTOR shall allow COURT or other authorized State or federal agency or any other duly authorized representative to access, examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, time card or other record relating to this Agreement at a time during regular business hours to be agreed upon between COURT and CONTRACTOR. Unless otherwise expressly authorized by COURT, CONTRACTOR shall keep such material including all cost accounting and financial records for four (4) years after the termination date of this Agreement, or until all audits are complete, whichever is later. If records are located outside Los Angeles County, CONTRACTOR shall pay COURT for travel and per diem costs when an audit or inspection is required; if requested, CONTRACTOR shall deliver copies of records to COURT at a location in Los Angeles County designated by COURT, provided however, that said audit revealed that the CONTRACTOR'S performance of the work hereunder was not in accordance with the Agreement. In the event of a dispute between COURT and CONTRACTOR over time worked by employees of CONTRACTOR, time logs maintained by COURT shall prevail.
24.3 In the event that an audit is conducted of CONTRACTOR specifically regarding this Agreement by any federal or State auditor, or by an auditor or accountant employed by CONTRACTOR or otherwise, then CONTRACTOR shall file a copy of such audit report with Internal Affairs and Audit Compliance division of the COURT within thirty (30) days of CONTRACTOR'S receipt thereof, unless otherwise provided by applicable federal or State law or under this Agreement. COURT shall make a reasonable effort to maintain the confidentiality of such audit report(s).
24.4 Failure on the part of CONTRACTOR to comply with any of the provisions of this Section 24.0 shall constitute a material breach of this Agreement upon which COURT may immediately terminate or suspend this Agreement.
25.0 EMPLOYMENT ELIGIBILITY VERIFICATION
CONTRACTOR warrants that it fully complies with all statutes and regulations regarding the employment eligibility of aliens and others, and that all persons performing services under this Agreement are eligible for employment in the United States. CONTRACTOR represents that it has secured and retained all required documentation verifying employment eligibility of its subject personnel. CONTRACTOR shall secure and retain verification of employment eligibility from any new personnel in accordance with the applicable provisions of law. CONTRACTOR shall indemnify, defend and hold COURT harmless from any employer sanctions or other liability which may be assessed against COURT or CONTRACTOR.
26.0 DISCLOSURE OF INFORMATION
CONTRACTOR shall not disclose any details in connection with this Agreement to any person or entity except as may be otherwise provided hereunder or required by law. However, in recognizing CONTRACTOR'S need to identify its services and related clients to sustain it, COURT shall not inhibit CONTRACTOR from publishing its role under this Agreement within the following conditions:
A) CONTRACTOR shall develop all publicity material in a professional manner;
B) 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 Superior Court of California, County
17 of Los Angeles, Los Angeles County, County of Los Angeles or State of California, without the prior written consent of COURT'S Project Director. COURT shall not unreasonably withhold written consent, and approval by COURT may be assumed in the event no adverse comments are received in writing within two (2) weeks after CONTRACTOR'S submission of a written request for such consent; and
C) CONTRACTOR may, without the prior written consent of COURT, indicate in its proposals and sales materials that it has been awarded this Agreement with the Superior Court of California, County of Los Angeles, provided that the requirements of this Section 26.0 shall strictly apply.
27.0 GOVERNING LAWS, JURISDICTION AND VENUE
This Agreement shall be governed by and construed in accordance with the procedural and substantive laws of the State of California. Any action brought or maintained by either party to this Agreement shall be in the Central District of the Superior Court of California, County of Los Angeles.
28.0 MINIMUM AGE, LANGUAGE SKILLS AND LEGAL STATUS OF CONTRACTOR PERSONNEL AT FACILITY
The CONTRACTOR shall not assign employees under the age of 18 to perform work under this Agreement. All of CONTRACTOR'S employees working at COURT facilities must be able to communicate in English. CONTRACTOR'S employees must be legally present and permitted to work in the United States.
29.0 COMPLIANCE WITH LAWS
CONTRACTOR agrees to comply with all applicable federal, state, and local laws, rules, regulations, ordinances, and directives, and shall maintain all required licenses and permits required by law for performing services under the Agreement. All provisions required to be in- cluded in the Agreement are incorporated by this reference. The CONTRACTOR shall indemnify, defend and hold harmless COURT, its elected or appointed officers, employees, and agents, from and against any and all liability, including but not limited to demands, claims, actions, losses, damages, fees (including attorneys' fees and expert witness fees), costs, and/or expenses resulting from a violation by the CONTRACTOR of any laws, rules, regulations, ordinances, directives, provisions, licenses, and/or permits, including but not limited to those concerning nepotism, employment eligibility, civil rights, conflict of interest, wages and hours, and non-discrimination.
30.0 RULES AND REGULATIONS
While CONTRACTOR'S employees or agents are at the facilities of COURT, County of Los Angeles, or of the State of California, they shall be subject to the rules and regulations of those facilities. CONTRACTOR shall immediately remove and replace its employees who do not comply with the rules and regulations of such COURT, County or State facilities.
31.0 SEVERABILITY
If any provision of this Agreement or the application thereof to any person or circumstance is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, unless the essential purposes of this Agreement shall be materially impaired thereby.
18 32.0 COURT'S QUALITY ASSURANCE PLAN
COURT or its agent will evaluate CONTRACTOR'S performance under this Agreement on not less than an annual basis. Such evaluation shall include assessing CONTRACTOR'S compliance with all contract terms and performance standards. CONTRACTOR'S deficiencies which COURT determines are severe or continuing and that may place performance of the Agreement in jeopardy if not corrected will be reported to the COURT'S Executive Officer/Clerk. The report shall include improvement/corrective action measure(s) taken by COURT and CONTRACTOR. If improvement does not occur consistent with the corrective action measure(s), COURT may terminate this Agreement or impose other penalties as specified in this Agreement.
33.0 WAIVER
Failure of COURT to enforce at any time, or from time to time, any provision of this Agreement shall not be construed as a waiver thereof. No waiver by COURT or any breach of any provision of this Agreement shall constitute a waiver of any other breach of such provision. The rights and remedies set forth in this Section 33.0 shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.
34.0 COURT REMEDIES
The remedies set forth in this section are provided for COURT'S benefit and use only, and are non-exclusive and cumulative.
34.1 Remedy for Failure of Performance
CONTRACTOR shall provide to COURT substitute qualified personnel at no charge within 30 days if, as determined in the sole judgment of COURT'S Project Director, either:
34.1.1 At any time during the period of performance of this Agreement, CONTRACTOR'S personnel, for any reason, including, but not limited to, resignation, fail to perform under such Agreement; or,
34.1.2 At any time during the period performance of this Agreement, CONTRACTOR'S personnel perform unsatisfactorily, and CONTRACTOR fails to cure to COURT'S Project Director's satisfaction within 30 days of receipt of written or oral notice from COURT'S Project Director of the specific nature of the problem.
34.2 Wavier of Remedy for Failure
COURT'S Project Director may waive all or any portion of this remedy and may allow CONTRACTOR to submit an invoice for all or any part of such work performed by the substitute personnel, if COURT'S Project Director determines that:
A) The term of the Agreement was not adversely affected; and,
B) The quality of performance obligated under such Agreement was maintained.
19 34.3 Remedy for Failure to Furnish Approved Personnel
If CONTRACTOR is unable to furnish its proposed and approved personnel within five business days of the execution of the Agreement, or by the date, if any, of commencement of work as specified in the Agreement, or in the event CONTRACTOR defaults three times under this Section 34.0 within a given COURT fiscal year, then COURT may terminate the Agreement pursuant to Subsection 22.2 (Termination for CONTRACTOR'S Default), as to that CONTRACTOR.
35.0 ASSURANCE OF COMPLIANCE WITH CIVIL RIGHTS LAWS
CONTRACTOR assures that it shall abide by all applicable Federal and State of California laws and comply with Subchapter VI of the Civil Rights Act of 1964, 42 U.S.C. 2000(e) through 2000(e)(17), to the end that no person shall, on the grounds of race, creed, color, religion, ancestry, national origin, sex, age, condition of physical handicap, marital status or political affiliation, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by this Agreement.
36.0 NONDISCRIMINATION IN EMPLOYMENT
36.1 CONTRACTOR complies with the federal Americans with Disabilities Act (42 U.S.C. 12101 et seq.), and California's Fair Employment and Housing Act (Government Code sections 12990 et seq.) and associated regulations (Code of Regulations, title 2, sections 7285 et seq.). CONTRACTOR does not unlawfully discriminate against any employee or applicant for employment because of age, ancestry, color, creed, disability (mental or physical, including HIV and AIDS), marital or domestic partner status, medical condition (including cancer and genetic characteristics), national origin, race, religion, request for family and medical care leave, sex (including gender and gender identity), and sexual orientation. CONTRACTOR will notify in writing each labor organization with which CONTRACTOR has a collective bargaining or other agreement of CONTRACTOR's obligations of non-discrimination.
36.2 CONTRACTOR certifies that all persons employed by CONTRACTOR, its affiliates, subsidiaries, or holding companies are and will be treated equally by it without regard to race, creed, color, religion, ancestry, national origin, sex, age, condition of physical handicap, marital status or political affiliation, and in compliance with all applicable federal and state anti-discrimination laws and regulations.
36.3 CONTRACTOR shall take affirmative action to ensure that qualified applicants are employed and that employees are treated during employment without regard to race, creed, color, religion, ancestry, national origin, sex, age, condition of physical handicap, marital status or political affiliation. Such action shall include, but not be limited to the following: 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.
36.4 CONTRACTOR shall deal with its subcontractors, bidders, or vendors without regard to race, creed, color, religion, ancestry, national origin, sex, age, condition of physical handicap, marital status or political affiliation.
20 36.5 CONTRACTOR shall allow COURT representatives access to its employment records during regular business hours to verify compliance with the provisions of this Section 36.0 when COURT requests.
36.6 If any of these provisions in this Section 36.0 are violated, such violation shall constitute a material breach upon which COURT may terminate or suspend this Agreement. While COURT retains the right to determine independently that the anti-discrimination provisions of this Agreement have been violated, in addition, any determination by the California Fair Employment Practices Commission or the federal Equal Employment Opportunity Commission that CONTRACTOR has violated state or federal anti- discrimination laws or regulations shall also constitute a finding that CONTRACTOR has violated the anti-discrimination provisions of this Agreement.
36.7 In the event CONTRACTOR violated the anti-discrimination provisions of this Agreement, COURT shall, at its option, be entitled to a sum of five hundred dollars ($500.00) for each violation as liquidated damages, pursuant to California Civil Code Section 1671, in lieu of terminating this Agreement.
36.8 CONTRACTOR is in compliance with, and throughout the term of this Agreement will remain in compliance with, Public Contract Code section 10295.3, which places limitations on contracts with contractors who discriminate in the provision of benefits regarding marital or domestic partner status.
37.0 FAIR LABOR STANDARDS ACT
CONTRACTOR shall comply with all applicable provisions of the Federal Fair Labor Standards Act (FLSA), and shall indemnify, defend, and hold harmless COURT, its officers, employees, and agents from any and all liability, including, but not limited to, wages, overtime pay, liquidated damages, penalties, court costs, and attorney's 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 COURT may be found jointly or solely liable.
38.0 NATIONAL LABOR RELATIONS BOARD
No more than one, final unappealable finding of contempt of court by a federal court has been issued against CONTRACTOR within the immediately preceding two-year period because of CONTRACTOR's failure to comply with an order of a federal court requiring CONTRACTOR to comply with an order of the National Labor Relations Board. CONTRACTOR swears under penalty of perjury that this representation is true.
39.0 DISPUTE PROTEST RIGHTS
COURT will consider any protest or objection regarding any disputes arising from this Agreement. Such protest or objection must be submitted in writing within ten (10) calendar days of the earliest incident of dispute. COURT will notify the protesting party in writing of the final decision on the protest. Such notification will explain the basis for the decision. The decision of COURT shall be final.
40.0 INSURANCE
40.1 Without limiting CONTRACTOR'S indemnification and other obligations under Section 20.0 (Indemnification) and during the term of this Agreement, CONTRACTOR shall provide and maintain at its own expense the following programs of insurance: 21 40.2 Professional liability insurance covering liability arising from any error, omission, negligent or wrongful act of the CONTRACTOR, its officers or employees with limits of not less than $1million per occurrence/claim and $2 million aggregate. If the policy is written on a claims made form, such insurance shall be endorsed to provide an extended reporting period of not less than one year following termination of this Agreement.
40.3 General liability insurance written on a commercial general liability form (ISO form CG 00 01 or its equivalent) or on a comprehensive general liability form covering the hazards of premises/operations, contractual, independent contractors, advertising, products/completed operations, broad form property damage, and personal injury with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall be endorsed naming "Superior Court of California, County of Los Angeles" as an additional insured.
40.4 Workers' Compensation insurance in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer's Liability with a $1,000,000 limit, covering all persons the CONTRACTOR is legally required to cover.
40.5 If written with an annual aggregate limit, the policy limit shall be two times the above- required occurrence limit. As an alternative, the policy may be endorsed to require that the aggregate limit applies individually to the COURT'S project (ISO endorsement CG 25 03: Amendment - Aggregate Limits of Insured (Per Project)).
40.6 Comprehensive auto liability insurance endorsed for all owned, non-owned, and hired vehicles with a combined single limit of not less than $300,000 per occurrence.
40.7 Such programs and evidence of insurance shall be satisfactory to COURT and primary to and not contributing with any other insurance maintained by COURT. Certificate(s) or other evidence of coverage and certified copies of Additional Insured (ISO endorsement form CG 20 10, 11/85 edition) and Notice of Cancellation endorsements shall be delivered to:
Art Cuevas, Contracts Analyst Purchasing/Contracts Administration Superior Court of California, County of Los Angeles 111 North Hill Street, Room 105-B Los Angeles, California 90012
Delivery shall occur prior to commencing services under this Agreement, shall specifically identify this Agreement, and shall contain the express condition that COURT is to be given written notice by registered mail at least thirty (30) days in advance of any modification or termination of insurance.
40.8 Failure of CONTRACTOR to procure and maintain the required insurance may constitute a material breach of this Agreement. Upon notification by COURT of non-compliance, CONTRACTOR has ten (10) days to procure the required insurance. IF CONTRACTOR fails to provide the required insurance within the ten (10) days COURT may immediately terminate or suspend this Agreement in accordance with the provisions of Subsection 22.2 (Termination for CONTRACTOR'S Default).
22 41.0 LOS ANGELES SUPERIOR COURT CONTRACTING POLICIES/PROGRAMS
41.1 Compliance with the County's Jury Service Program
This Agreement is subject to the provisions of the County's ordinance entitled Contractor Employee Jury Service ("Jury Service Program") as codified in Sections 2.203.010 through 2.203.090 of the Los Angeles County Code.
41.1.1 Written Employee Jury Service Policy
41.1.1.1 Unless CONTRACTOR has demonstrated to the 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 written policy that provides that its Employees shall receive from the CONTRACTOR, on an annual basis, no less than five days of regular pay for actual jury service. The policy may provide that Employees deposit any fees received for such jury service with the CONTRACTOR or that the CONTRACTOR deduct from the Employee's regular pay the fees received for jury service.
41.1.1.2 For purposes of this sub-paragraph, "CONTRACTOR" means a person, partnership, corporation or other entity which has an Agreement with the County or a subcontract with a County 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 40 hours or more worked per week, or lesser number of hours if: 1) the lesser number is a recognized industry standard as determined by the County; or 2) CONTRACTOR has a long-standing practice that defines the lesser number of hours as full time. Therefore, the Jury Service Program applies to all CONTRACTOR'S full-time California employees, even those not working specifically on COURT'S project. Full-time employees providing short-term, temporary services of 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 the County under the Agreement, the subcontractor shall also be subject to the provisions of this sub-paragraph. The provisions of this sub- paragraph shall be inserted into any such sub-contract Agreement and a copy of the Jury Service Program shall be attached to the Agreement.
41.1.1.3 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 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 Jury
23 Service Program. In either event, CONTRACTOR shall immediately implement a written policy consistent with the Jury Service Program. The County/COURT may also require, at any time during the Agreement and its sole discretion, that CONTRACTOR demonstrate to the County's/COURT 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.
41.1.1.4 CONTRACTOR'S violation of this Sub-paragraph of the Agreement may constitute a material breach of the Agreement. In the event of such material breach, County/COURT may, at its sole discretion, terminate Agreement and/or bar CONTRACTOR from the award of future County/COURT Agreements for a period of time consistent with the seriousness of the breach.
41.2 Union Activities Certification Requirement
Special Provisions for Agreements Providing for Compensation of $50,000 or more; Union Activities Certification Requirement. As required under Government Code sections 16645-16649, if this Agreement provides for total Compensation in excess of $50,000 to Contractor, Contractor shall include with any request for cost reimbursement from COURT'S funds a certification that the Contractor is not seeking reimbursement for costs incurred to assist, promote, or deter union organizing.
41.2 Darfur Contracting Act Certification
If CONTRACTOR has had business activities or other operations outside of the United States within the previous three years, CONTRACTOR must have completed and submitted the Darfur Contracting Act Certification (Form 6) with its proposal during the solicitation process. Form 6 is hereby incorporated into the AGREEMENT by this reference.
41.3 Expatriate Corporations
CONTRACTOR is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code section 10286.1, and is eligible to contract with the COURT.
41.4 Child Support Compliance Act
CONTRACTOR recognizes the importance of child and family support obligations and fully complies with (and will continue to comply with during the term of this Agreement) all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Family Code section 5200 et seq. CONTRACTOR provides the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.
41.5 Iran Contracting Act
CONTRACTOR certifies either (i) it is not on the current list of persons engaged in investment activities in Iran ("Iran List") created by the California Department of General
24 Services pursuant to PCC 2203(b), and is not a financial institution extending $20,000,000 or more in credit to another person, for forty-five (45) days or more, if that other person will use the credit to provide goods or services in the energy sector in Iran and is identified on the Iran List, or (ii) it has received written permission from the COURT to enter into this Agreement pursuant to PCC 2203(c).
42.0 NONEXCLUSIVITY
Nothing herein is intended nor shall be construed as creating any exclusive arrangement with CONTRACTOR. This Agreement shall not restrict COURT from acquiring similar, equal or like goods and/or services from other entities or sources.
43.0 SECURITY COMPLIANCE
43.1 Unless special arrangements are made per the instructions set forth below:
A) CONTRACTOR employees shall enter Court buildings only during specified hours;
B) CONTRACTOR employees shall enter Court buildings through public weapon screening entrances; and
C) All items brought into Court facilities by CONTRACTOR employees shall be examined by X-ray machines and may be subject to further physical inspection by Courthouse security personnel.
43.2 If CONTRACTOR must provide services or make deliveries of goods outside of regular Court business hours, or if CONTRACTOR must bring items into Court facilities that cannot reasonably be placed on or examined by an X-ray machine at a public weapon screening entrance, then CONTRACTOR'S Project Director and COURT'S Project Director shall make special arrangements for Courthouse security personnel to manually search CONTRACTOR employee(s) and all items being brought by CONTRACTOR employee(s) into Court facility.
43.3 Under no circumstances may any CONTRACTOR employee enter a Court facility without first being searched by duly authorized and uniformed Courthouse security personnel. Under no circumstances may any CONTRACTOR employee bring any item(s) into Court facility without the item(s) being searched by Courthouse security personnel.
43.4 All CONTRACTOR employees whose work pursuant to this Agreement must be routinely performed within a Courthouse facility must undergo a background check by an entity designated by COURT (See Subsection 7.2). CONTRACTOR shall provide COURT'S Project Director with the legal name, home address, and any other personal information necessary for COURT to conduct a comprehensive background check on all such CONTRACTOR employees. COURT shall keep all such personal information confidential except for the express purpose of the background check. COURT shall have the exclusive authority under this Master Agreement to reject or prohibit any CONTRACTOR employee from entering or performing work within a Court facility.
25 44.0 CHANGE OF TERMS AND AMENDMENTS
Renewal, modification, and/or amendment to this Agreement shall be in writing. All changes or amendments which affect the period of performance and/or scope of work and/or the contract sum shall be executed by the parties in the same manner as this Agreement. All other changes or amendments that do not affect the period of performance, scope of work or the contract sum may be executed by COURT'S Project Director or designee.
45.0 CAPTIONS & HEADINGS
Captions and paragraph and/or section 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.
46.0 NO PAYMENT FOR SERVICES PROVIDED FOLLOWING EXPIRATION/TERMINATION OF AGREEMENT
CONTRACTOR shall have no claim against COURT, State of California or County of Los Angeles for payment of any money or reimbursement, of any kind whatsoever, for any service provided by CONTRACTOR after the expiration or other termination of this Agreement. Should CONTRACTOR receive any such payment it shall immediately notify COURT and shall immediately repay all such funds to COURT. Payment by COURT for services rendered after expiration/termination of this Agreement shall not constitute a waiver of COURT, State of California or County of Los Angeles' right to recover such payment from CONTRACTOR. This provision shall survive the expiration or other termination of this Agreement.
47.0 EXPANSION OF CONTRACT
47.1 CONTRACTOR is responsible for providing services as described in Exhibit A (Statement of Work). COURT and CONTRACTOR agree that in the event the COURT requires additional services, CONTRACTOR shall be able to provide such services pursuant to an amendment to this Agreement, pursuant to Section 44.0 (Change of Terms and Amendments).
47.2 CONTRACTOR shall provide the services pursuant to Exhibit A (Statement of Work) at a contract sum to be negotiated by CONTRACTOR and COURT.
48.0 WAIVER AND RELEASE
EXCEPT AS EXPRESSLY PROVIDED HEREIN, CONTINENTAL DATAGRAPHICS MAKES NO WARRANTY (INCLUDING BUT NOT LIMITED TO ANY IMPIED WARRANTIES OF WORKMANSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO SUCH SERVICES AND CUSTOMER HEREBY WAIVES AND RELEASES BOEING FROM ALL CLAINS OF ANY NATURE ARISING OUT OF SUCH SERVICES WHETHER IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR CONTRACT, OR FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR INCIDENTAL OR CONDEQUENTIAL DAMAGES.
26 49.0 AUTHORIZATION PAGE
IN WITNESS THEREOF, the Superior Court of California, County of Los Angeles has caused this Agreement to be subscribed by its Executive Officer/Clerk, the seal of said COURT is hereto affixed, and Continental Datagraphics, a Boeing Company has caused this Agreement to be subscribed on its behalf by its duly authorized officer.
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES
By: Date: SriHy RRI R. CARTER Executive Officer/Clerk
APPROVED AS TO FORM:
By: D. BRETT BIANCO Court Counsel
CONTINENTAL DATAGRAPHICS, A BOEING COMPANY
By: Date: 4-7 M HAEL G. PA EN Executive VP and COO
27 EXHIBIT A - STATEMENT OF WORK
TABLE OF CONTENTS
A. DESCRIPTION AND SPECIFICATIONS 1
A.1 Scope of Work 1
A.2 CONTRACTOR Work Schedule 5
A.3 Pickup and Delivery 5
A.4 Additional Processing and Turnaround Time 6
A.5 Reporting and Invoicing Requirements 7
B. CONTRACTOR WORK ADMINISTRATION 9
BA CONTRACTOR Organization and Personnel Qualifications 9
B.2 CONTRACTOR Data Entry Team Responsibilities 9
B.3 Data Entry Configuration 11
B.4 Implementation of Service 12
B.5 Data Entry System Performance 13
C. CONTRACTOR TECHNICAL PERFORMANCE 14
C.1 Document and Data Security and Controls 14 C.2 Key Entry and Key Verification 14
C.3 Retention of Output 15
C.4 Retention of Input 16
C.5 Tape Output Function 16
CM Release of Documents and Files 16
D. COURT WORK ADMINISTRATION 16
D.1 COURT Direction 16
D.2 COURT Technical Support 17
D.3 Monitoring of Quality and Timeliness 17
D.4 Report Monitoring 18
E. MONITORING CITATION VOLUMES AND STAFFING LEVELS 18
Sample Status Report 19
Sample Performance Report 20
Sample Documentation Format 21 STATEMENT OF WORK
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES DATA ENTRY AND SCANNING SERVICES FOR TRAFFIC AND OTHER INFRACTION CITATIONS
This Statement of Work ("SOW") sets forth the responsibilities of CONTRACTOR in providing the Service. CONTRACTOR shall conform to the approach specified herein for performing the Scope of Work for this Agreement. The tasks CONTRACTOR shall perform are defined in the following outline.
A. DESCRIPTION AND SPECIFICATIONS
1. Scope of Work
a. Definition of Scope of Work and Scope Change. Scope of Work is defined as those contractual tasks to be performed by CONTRACTOR according to the terms and conditions of this Agreement.
The Scope of Work shall be deemed to have changed should COURT require an increase or decrease of five percent (5%) or more in the base number of write keystrokes in a detail output record key entry format, e.g., additional or fewer data fields and/or longer or shorter data field lengths to be key entered and key verified.
A change of any nature to a batch header record format, a duplicated field, an input document, an output format, etc. shall not constitute a change to the Scope of Work.
b. Scope of Work. Data entry and scanning/indexing of traffic and other infraction citations ("citations") for the Superior Court of California, County of Los Angeles.
(1) Exhibit B (Pricing and Billing Schedule) contains the projected annual volume of work for the data entry jobs. The projected annual volume is stated in terms of thousands of citations.
(2) Exhibit F (Citation Data Entry & Image Import Instructions and Sample Source Documents) contains the instructions for data entry and data verification of the data entry jobs and input documents with the data fields identified. It also contains the Imaging Index file requirements, transfer method and exceptions process for the Citation Imaging process.
Exhibit F also contains a section called "Vendor Instructions for Preparing Citations for Scanning and Special Data Entry Business Rules." The vendor will be responsible for additional "prepping" of the citations prior to scanning and also for performing the special data entry rules described in this section.
(3) "Output record" is defined as a collection of related data items, treated as a unit, which is written in a specified format to external media.
(4) The maximum number of possible write keystrokes per output record is provided in the table below. The Scope of Work for this Agreement shall
1 be deemed to have changed should COURT require an increase or decrease greater than 5% of the base number of write keystrokes for a job (see table below for limits).
Job. # Base Number 5% of Base Change When Change When Decrease Keystrokes Increase Equals Equals All Agencies:
516PC691-A 282 14 296 268
LAPD optional fields: 516PC691 335 17 352 318
(5) The average number of write keystrokes per detail output record for the job is not available. CONTRACTOR is required to perform both data entry and complete data verification, as defined in Section C.2 (Key Entry and Verification) of this Statement of Work.
(6) The citation documents will be batched together and the CONTRACTOR will pick them up each day from a designated Court facility. The number of documents in each batch (not including the batch card) will be reflected on the batch card and on transmittal sheets. Some documents result in multiple output records.
(7) CONTRACTOR shall be prepared to key enter and key verify within the specified turnaround times up to 7,500 citations output records per day. The actual workload may vary from fewer than 5,000 citations output records to more than 20,000 citations output records per daily submission.
(8) A portion of the citations shall have attachments, such as Amendments, Corrections, Proofs of Service, School Reports or Arrest Reports. Current estimate volumes for attachments are 1000 pages per day for citations. The CONTRACTOR will follow business rules related to the transfer of data from the attachment document. This typically involves the identification and entry of a revised Issue Date, Appearance Date, Violation Code or Defendant Name data element from the Amendment or Correction attachment into the main citation output record. The images for citations with attachments shall be included in the Citation Image Import files as a multiple page TIFF (or searchable PDF) file.
c. Application of Scope Change. Pursuant to provisions of Agreement Paragraph 44.0 (Change of Terms and Amendments), if COURT makes changes relating to the Scope of Work, then:
(1) A Change Notice shall be prepared when the revised total number of write keystrokes is increased or decreased by 5% or less of the base number of write keystrokes for the output record, or
(2) A negotiated Amendment shall be prepared when the revised total number of write keystrokes is increased or decreased by more than 5% of the base number of write keystrokes for the output record.
2 The 5% increase or decrease in the base number of write keystrokes shall be cumulative over the term of the Agreement. Any change in CONTRACTOR rate (Price Per 1,000 Citations Output Records) shall be negotiated when increases or decreases exceed 5% of the base. Any resultant increase or decrease in CONTRACTOR's rate shall commence upon the effective date of the Amendment and shall remain in effect until there is another Amendment following further changes, exceeding 5% of the new base, required by COURT.
(3) Please note: It is likely during the life of this contract, the COURT will be transitioning to a new traffic case management system. This may require changes to the interface by which the CONTRACTOR transmits the daily citation files and images to the COURT. The CONTRACTOR will work with the COURT during this transition and discuss and/or negotiate any changes to the contract due to interface changes. d. General Work Specifications. The following specifications apply to All Agencies and the LAPD Optional fields Personal Service Citations data entry job:
(1) CONTRACTOR shall complete ail data entry system and equipment formatting preparations necessary to key enter and key verify citation documents on a volume basis at both the primary and backup work sites.
NOTE TO CONTRACTOR: It is mandatory that all critical data elements, including name, address, and driver's license number are optimally secured and not accessible from, transmitted to or processed abroad (internationally) and not by any party other than the CONTRACTOR or a COURT-approved SUB-CONTRACTOR.
(2) Through the use of data entry equipment, CONTRACTOR shall key enter and key verify citation input documents and write (output) the resulting records to electronic file transfer, as set forth in Exhibit F (Citation Data Entry & Image Import Instructions and Sample Source Documents).
This Key / Verify process shall involve the keying of the same citation record by two different key operators, with built-in validation steps utilizing the Court Validation tables provided in Exhibit F. This step shall be followed by the CONTRACTOR setting up a quality control process to programmatically compare the two records. If a mismatch is found, a quality control operator (preferably an experienced supervisor) shall review the questionable record based on either the scanned image of the citation or original document and resolve the item.
(3) CONTRACTOR shall ensure the data entry system output record format and length shall be as set forth in Exhibit F (Citation Data Entry & Image Import Instructions and Sample Source Documents).
(4) CONTRACTOR shall correct at no charge to COURT any and all errors attributable to CONTRACTOR. Corrections must be completed and returned to the FTP site so the COURT can retrieve them for processing within six (6) hours of receipt of the documents from COUNTY.
(5) CONTRACTOR's data entry error rate shall not exceed 0.75% (seventy- five hundredths of a percent) of the day's submission of output records.
3 CONTRACTOR shall not be paid for the day's submission of work should the error rate be in excess of 0.75%.
"Data entry error" is defined as one (1) error, i.e., incorrect keystroke, per output record. One or more errors per output record is construed as one error. An error in a duplicated field shall be counted as an error in each output record that contains the incorrect duplicated field.
COURT shall notify CONTRACTOR of errors within thirty (30) calendar days of the return of the completed work to COURT.
(6) CONTRACTOR shall complete the data entry processing and deliver the input documents and electronic file to COURT for processing according to the provisions of Sections A.2 (CONTRACTOR Work Schedule), A.3 (Pickup and Delivery), and A.4 (Additional Processing and Turnaround Time) of this Statement of Work.
For each batch of input documents not so completed and delivered, COURT shall be entitled to a credit on CONTRACTOR's next invoice. The credit shall be calculated at the rate of ten percent (10%) of the invoice amounts of the day(s) affected.
(7) If original electronic file transfer is not readable by COURT's computer equipment, CONTRACTOR shall re-send the electronic file with the data upon request by COURT. CONTRACTOR shall send the electronic file within two (2) hours of COURT's request to the primary or alternate pickup/delivery site specified at the time of COURT's request.
(8) CONTRACTOR transmissions not completed as scheduled shall be cause for late-delivery credits to be applied to CONTRACTOR's invoice(s), according to applicable provisions of Agreement Section 17.0 (Warranties). After data has been transmitted, the input documents shall be delivered to COURT according to a schedule that will be given to CONTRACTOR when transmission is requested.
(9) CONTRACTOR shall process incomplete or unreadable documents according to specifications given when the data entry job is implemented. CONTRACTOR shall not invoice COURT for documents that cannot be keyed.
(10) CONTRACTOR shall provide the COURT with a file containing the image of both the citation and related citation attachments (See Exhibit F — Citation Image Import Section). The files should be in TIFF (or searchable PDF) format. If a citation contains information on the backside, such as a fingerprint or handwritten notation, the COURT shall receive an image of this to be included on the Image file.
(11) CONTRACTOR shall provide the COURT a daily Index file that will allow the COURT Imaging applications to interpret the contents of the Image file. See Exhibit F — Citation Image Import Section, for the file layout and requirements of the Index file.
(12) CONTRACTOR shall provide an FTP site and follow the COURT electronic transfer method requirements for daily delivery of the Citation data, images and index files. A copy of the production files will be
4 maintained on servers, at both the CONTRACTOR primary and backup sites such that it can be retrieved upon request by the COURT.
2. CONTRACTOR Work Schedule
Sections A.3 (Pickup and Delivery) and A.4 (Additional Processing and Turnaround Time) of this Statement of Work set forth specific requirements regarding pickup and delivery by CONTRACTOR of the data entry job assignments, requirements for completing nonscheduled assignments, and information regarding deadline (turnaround) changes. The regular schedule may require CONTRACTOR to perform data entry on weekends and holidays, if requested by COURT.
a. The regular pickup and delivery schedule for this job is as follows:
Two times per day; Monday through Friday.
11:00 a.m. and 2:30 p.m. pickup and delivery time.
Work is due back twenty-four (24) hours after pickup. Friday work is due back Monday, unless advance notice is given. If Monday is a Court holiday, the work will be returned the next Court business day.
Up to 7,500 citations are to be processed and returned 24 hours after pickup. In cases of emergency, such as power outages or network disruptions, CONTRACTOR will have up to an additional 48 hours to process and return citations after pick up.
Citations in excess of 7,500 are to be processed and returned 48 hours after pickup. In cases of emergency, such as power outages or network disruptions, CONTRACTOR will have up to an additional 48 hours to process and return citations after pick up.
b. Alternate scheduling is as follows:
• Upon COURT's request, work may be required at times other than the regular times specified above, including weekends and holidays.
• Pickup shall be within four (4) hours of notification by COURT.
• The required turnaround time shall be specified at the time of notification.
3. Pickup and Delivery
a. CONTRACTOR Responsibilities
(1) CONTRACTOR shall pick up and deliver the documents and related status reports for all personal service citations data entry job assignments ("assignments").
(2) CONTRACTOR shall notify COURT immediately in the event documents are damaged, missing, or lost. See Section C.1.a (Document and Data Security and Controls) of this Statement of Work.
5 (3) CONTRACTOR shall notify COURT immediately in the event there is a problem with the production file transfer to the COURT.
(4) CONTRACTOR shall provide to the COURT a list of authorized courier staff for picking up and dropping off citations.
b. CONTRACTOR Work Schedule
(1) CONTRACTOR work schedule for processing the assignments is given in Section A.2 (CONTRACTOR Work Schedule) of this Statement of Work.
(2) In the event that Service shall be required at times other than as defined in the schedule, COURT shall give CONTRACTOR four (4) hour notice to pick up documents for nonscheduled assignments. CONTRACTOR shall complete the processing and return the citation documents, or transmit the output data, for computer processing within the turnaround time specified at the time of notification of a nonscheduled assignment.
(3) Should CONTRACTOR fail to meet COURT's pickup, delivery, and/or data transmission requirements, invoice credits shall be applied according to applicable provisions of Agreement Paragraph 16.0 (Warranties).
c. Sites
(1) The primary pickup and delivery site shall be:
Superior COURT of California, County of Los Angeles Court Technology Services 111 North Hill Street, Room 425-A Los Angeles, California 90012
(2) In the event that the primary pickup and/or delivery site is to be changed, or divided into multiple sites, COURT shall give CONTRACTOR one (1) week notice.
(3) From time to time, alternate pickup and delivery sites may be used. In the event that pickup and/or delivery is required at an alternate site, COURT shall give CONTRACTOR one (1) hour notice. Alternate pickup and delivery sites may include, but are not limited to, COUNTY buildings in the Civic Center and other locations in Los Angeles County.
4. Additional Processing and Turnaround Time
a. The volume of data and, therefore, the time required to perform the data entry and data verification will fluctuate from day to day. CONTRACTOR shall process any increased volumes of data (peak periods) in a timely manner.
b. CONTRACTOR shall provide processing to meet COURTs critical periods when shorter turnaround times than those given in the schedule are needed. The volume of work shall not exceed the standard for such shortened turnaround time.
c. If necessary in order to meet deadlines set by COURT, CONTRACTOR shall perform processing outside its normal business hours.
6 5. Reporting and Invoicing Requirements
a. General Requirements
To enable the COURT to control expenditures and to monitor the services provided by CONTRACTOR and received by the COURT, CONTRACTOR shall report to COURT's Project Director on a monthly basis.
CONTRACTOR shall be responsible for prompt delivery to COURT of the described reports, files, and invoices pursuant to provisions of this Subparagraph A.5, Agreement Section 8.0 (Invoices and Payments), and Agreement Section 16.0 (Warranties).
CONTRACTOR shall be responsible for correction of any and all errors in CONTRACTOR's reports, files, and invoices pursuant to provisions of Agreement Section 16.0 (Warranties). Reports shall balance to approved invoices.
Reports and invoices for the COURT shall be delivered to the following address: Edwin Carrero, Data Center Operations Manager Superior Court of California, County of Los Angeles Court Technology Services Stanley Mosk Courthouse 111 N. Hill Street, Room 425-A Los Angeles, California 90012
And send a copy of each monthly invoice to:
Nelson Brizuela, Management Analyst Superior Court of California, County of Los Angeles Court Technology Services Hall of Records 320 W. Temple Street, Room G-25 Los Angeles, CA 90012
b. Reports
CONTRACTOR shall provide written reports no later than the third working day of the month for the prior month's activity. Samples of the required reporting formats may be found at the end of this Statement of Work.
(1) CONTRACTOR shall provide a Performance Report for each Court location (see Court Abbreviation List contained in Exhibit F). If a particular Court location has no activity during a month, the report page for that location should indicate "no activity" and the report month.
CONTRACTOR's Performance Report shall include, but is not limited to, the following information:
Reporting period (month and year);
• Job name(s) and number(s);
Invoice amounts(s) by job and account number(s);
7 Input documents received/processed by Court location;
Input documents rejected (not processed);
Output records generated by Court location*;
Actual keystrokes written*;
Actual keystrokes verified*;
Actual hours of data entry*;
Actual hours of data verification*.
* From CONTRACTOR's data entry system(s) c. Invoices and Receipts
(1) CONTRACTOR shall submit a delivery receipt for each completed assignment. One (1) copy of the receipt shall be signed and returned to CONTRACTOR as evidence of timely return of the work.
Delivery receipts shall include, but are not limited to, the following information:
Receipt number and date;
Data entry job number;
Zipped file name, data set ID, and total number of output records;
Number of input documents received/processed for each Court location;
Number of input documents rejected (not processed) for each Court location;
Number of output records for each Court location.
(2) CONTRACTOR shall prepare monthly invoices for the work performed under this Agreement. The invoices shall be due the 5th of the month for the prior month.
Monthly invoices shall include, but are not limited to, the following information:
Invoice number and date;
Agreement number;
Delivery date(s) and receipt number(s);
Total number of documents processed for each Court location; 8 Price per 1,000 output records by job;
• Charge(s), sales tax, total due, and account number for each Court location;
Grand total number of documents processed;
Subtotals of charges and sales tax and grand total due;
• Contract remaining balance (prior week's balance minus grand total due equals available balance).
B. CONTRACTOR WORK ADMINISTRATION
1. CONTRACTOR Organization and Personnel Qualifications
a. CONTRACTOR shall provide COURT with the names and telephone numbers of its supervisory personnel.
b. CONTRACTOR shall promptly notify COURT's Project Director of any change of the personnel assigned to the functions and responsibilities described in Section B.2, below.
c. CONTRACTOR's Project Manager, or designee, must have experience in data entry management. This person shall have primary responsibility for CONTRACTOR's performance of the project.
Minimum qualifications for CONTRACTOR's Project Manager are as follows:
(1) Three (3) years' data processing related experience of which two (2) years are at progressively increasing levels of responsibility in a supervisory capacity, and
(2) One (1) year experience in the management of major data entry and data verify jobs.
d. CONTRACTOR shall employ a sufficient number of trained and experienced data entry operators to accurately and completely perform the required services on the specified shift(s) and in the specified turnaround times.
e. CONTRACTOR shall provide initial orientation and ongoing training for its data entry operators regarding data fields which require operator interpretation, including, but not limited to, names of people, streets, cities, makes and models of cars, violation codes, etc. Special attention must be made to the instructions contained in the Exhibit F document, "Vendor Instructions for Preparing Citations for Scanning and Special Data Entry Business Rules."
2. CONTRACTOR Data Entry Team Responsibilities
The responsibilities of CONTRACTORS's Project Manager, coordinators, and supervisors for implementation and delivery of the Service include, but are not limited to, the following:
9 a. CONTRACTOR's Project Manager shall:
(1) Plan and coordinate CONTRACTOR's efforts on the project with COURT representatives.
(2) Meet with COURT's Project Director or designee concerning problems, modifications, contractual obligations, etc., as requested.
(3) Provide COURT with monthly and/or weekly Status and Performance Reports and as required in Paragraph A.5 (Reporting and Invoicing Requirements) of this Statement of Work and Agreement Section 17.0 (Warranties).
(4) Have the authority to act for CONTRACTOR in all aspects of the Service.
(5) Be available by telephone at all times for problem resolution.
Note: CONTRACTOR shall provide COURT with the names and telephone numbers of its supervisory personnel.
(6) Ensure that management, supervisory, and operations staff are aware of the responsibility for security of all COURT materials and trained to handle documents and files in a secure manner at all times.
(7) Ensure that management, supervisory, and operations staff are trained on disaster recovery procedures and informed of changes to the Disaster Recovery Plan.
(8) Have the authority to implement disaster recovery procedures. b. CONTRACTOR's Project Coordinator shall:
(1) Assign and train a team of supervisors and operators for data entry and data verification of the data entry job and scanning/indexing assignments.
(2) Maintain a continuous data entry quality control program.
(3) Schedule the necessary staff hours to meet the turnaround requirements.
(4) Maintain a clerical control program to assure data and document integrity.
(5) Have the authority to implement disaster recovery procedures. c. CONTRACTOR's Programming and Technical Coordinator shall:
(1) Design data entry and data verification of the data entry job to maximize throughput and optimize quality.
(2) Program, test, and document the data entry and scanning/indexing jobs.
(3) Design and document procedures and instructions to minimize the time required to learn and perform the Service.
10 (4) Design and document recovery procedures to ensure the integrity of entered data and citation image/index files in the event of power failure or other catastrophe.
d. CONTRACTOR's Shift Supervisors shall:
(1) Have thorough knowledge of the data entry and scanning/indexing jobs.
(2) Have the authority to resolve production problems.
(3) Have the authority to request assistance on production problems from COURT supervisory personnel.
(4) Monitor the quality of the data entry and data verification of the data entry job and scanning/indexing assignments. (5) Monitor the clerical control record keeping functions. (6) Have the authority to implement disaster recovery procedures. e. CONTRACTOR's Dispatcher shall: (1) Schedule the necessary staff hours to meet the pickup and delivery requirements of the Service.
(2) Maintain sufficient vehicles to meet the pickup and delivery requirements.
(3) Protect the security of all COURT documents and files while such materials are in CONTRACTOR's custody:
(a) Ensure that pickup/delivery staff are aware of the responsibility for security of all COURT materials and are trained to handle documents and files in a secure manner at all times.
(b) Provide for the security of all COURT materials during transport.
(4) Have the authority to implement disaster recovery procedures.
3. Data Entry Configuration
a. CONTRACTOR shall own or possess an installed and operational key-to-output file data entry system(s), and scanning equipment consisting of not less than:
• 50 installed and operational key stations (for single shift operation) or 15- 20 installed and operational key stations (for multiple shift operation).
5 high end scanners (for single shift operation) or 2 high end scanners (for multiple shift operation). Scanning capability will include processing of multi-paged and double sided documents mixed in with single-paged documents using bar-coded document separators if necessary.
• 1 FTP Server located at primary facility and 1 backup Server located at backup location;
• 1 line printer;
11 b. The data entry system(s) shall have editing capabilities such as the validation of field entries against a defined set of business rules and tables in Exhibit F.
c. CONTRACTOR shall have access to a backup data entry system(s) and peripherals that meet the specifications of Sections B.3.a and B.3.b.
d. CONTRACTOR's primary data entry systems shall be located within a 150 mile radius of the Stanley Mosk Courthouse in downtown Los Angeles and the backup data entry system shall be located within reasonable proximity to the primary location.
e. CONTRACTOR shall promptly notify COURT of any changes in the configuration(s) or location(s) of its primary and/or backup data entry system equipment.
f. Notwithstanding the minimum data entry system equipment configuration specified in Section B.3.a, above, during the term of this Agreement CONTRACTOR shall be responsible for maintaining whatever number of key stations is needed to perform the Service in the specified turnaround times, as set forth in Paragraphs A.2 (CONTRACTOR Work Schedule) and A.3 (Pickup and Delivery) of this Statement of Work.
4. Implementation of Service
Service under the Agreement shall be implemented pursuant to the provisions of and the following:
a. The following sequence of events must be performed by CONTRACTOR's data entry team upon execution of the Agreement:
(1) Review the data entry job, including instructions and sample documents.
(2) Program and document the data entry job for the primary and backup data entry systems.
(3) Obtain test documents from COURT's Project Manager or designee. These test documents will include the batching scenarios and special business rules described in Exhibit F, pages F38 — F80 (Vendor Instructions for Preparing Citations for Scanning and Special Data Entry Business Rules)
(4) Data entry and data verification of the test documents, scan/index the test documents, and provide to COURT a test zipped file containing the required files, per the COURT requirements.
(5) Analyze the test results with COURT's Project Manager or designee. If necessary, modify programs and/or formats and resubmit the test zipped file.
(6) Submit final data entry formats, procedures, and documentation for COURT approval.
(7) Train the data entry/verify and scanning/index operators on the job. 12 (8) Commence Service and, where appropriate, have a COURT representative at CONTRACTOR's work site(s) to resolve any problems during production implementation.
b. CONTRACTOR shall immediately notify COURT's Project Director if at any time during the Period of Performance of this Agreement CONTRACTOR desires to reformat or reprogram the data entry system(s) as tested during the implementation of Service.
To ensure the integrity of the data entry output, COURT's Project Director may require CONTRACTOR to perform additional tests, following the sequence of events described in Section B.4.a above.
c. CONTRACTOR'S performance on the tasks set forth in Section B.4.a of this Exhibit A must be approved by COURT's Project Manager; provided that such acceptance shall not be unreasonably withheld. CONTRACTOR must cure any defects in the programs and/or formats within five (5) business days of notice from the COURT's Project Manager/Project Director or the Agreement will be terminated pursuant to Subsection 22.2 of the Agreement.
d. CONTRACTOR will not be paid for work reasonably deemed unsatisfactory by the COURT's Project Director after five (5) business days' notice and opportunity to cure any defects.
e. In no event shall CONTRACTOR receive payment for any tasks or deliverables set forth in Section B.4.a (1) through (7), as specified in Exhibit B (Pricing and Billing Schedule).
5. Data Entry System Performance
CONTRACTOR's primary and backup data entry systems shall perform pursuant to the requirements set forth in this Statement of Work and in Exhibit F (Data Entry Instructions and Sample Source Documents).
a. CONTRACTOR shall at all times during the term of this Agreement have an up- to-date Disaster Recovery Plan that includes a plan for utilizing its designated backup work site(s) to assure timely completion of the data entry job and scanning/indexing assignments in the event of any failure of or inaccessibility to its primary data entry system(s).
b. CONTRACTOR shall immediately notify COURTs Project Director in the event of the following:
(1) Any failure, e.g., head crash, etc., of CONTRACTOR's primary data entry system(s) that will prevent the timely completion of the assignments.
(2) Any failure, e.g., power failure, disaster, etc., that renders CONTRACTOR's primary data entry system(s) inaccessible and that will prevent the timely completion of the assignments.
c. CONTRACTOR shall be prepared to implement Service at its backup work site(s) in the event of any failure of or inaccessibility to its primary data entry system(s) immediately upon request by COURT.
13 C. CONTRACTOR TECHNICAL PERFORMANCE
1. Document and Data Security and Controls
CONTRACTOR shall maintain a control process designed to assure the integrity, quality, and security of the batches of documents, scanned citation files and the recorded data.
a. CONTRACTOR shall immediately notify COURT in the event any documents, batches of documents or scanned citation files, as recorded on incoming transmittal forms, are missing. Such notification of COURT by CONTRACTOR shall be made within one (1) hour of CONTRACTOR's pickup of a job assignment.
b. CONTRACTOR shall generate and log the batch numbers on the COURT's batch cards and data transmittal forms. See Exhibit F for more information.
c. For document control, the following information shall be recorded on CONTRACTOR batch cards:
(1) Date work received;
(2) Court location name and number;
(3) Data entry format;
(4) Batch number (CONTRACTOR may be responsible for assigning this - See Exhibit F);
(5) CONTRACTOR batch card number (printed, sequential);
(6) Total number of batches in the submission of work;
(7) Total number of records entered*;
(8) Initials of data entry and data verify operators*.
Shall be entered after batch has been entered and verified.
d. Prior to data entry, the information indicated above shall be entered into a batch ticket log book. In addition, the time the work was received and the date and time the work is due back to COURT shall be entered into the log.
e. The total number of batches received, by submission, type, COURT customer, and date and time due, shall be given to the data entry supervisor to update the production planning log.
2. Key Entry and Key Verification
a. The data entry job assignments shall be keyed according to the specifications set forth in this Statement of Work.
The output records shall be formatted as specified in Exhibit F (Data Entry Instructions and Sample Source Documents), or on revised instructions which will accompany the job at the time of implementation.
14 b. CONTRACTOR shall assure that each batch of input documents is kept intact. Each complete batch of input documents shall be keyed by one operator (write operator).
c. Complete verification of all keyed, duplicated, and constant data shall be performed by an operator (verify operator) other than the operator (write operator) who entered the data.
The verify operator shall key each keystroke performed by the write operator, resulting in column-for-column verification.
d. The data entry system batch control and hash totals, if any, for each batch must be equal to the batch ticket control totals and the data control hash totals.
CONTRACTOR shall create quality control programs to compare the two independently entered records as described in SOW Section A1d (Scope of Work, General Work Specifications).
e. The following information shall be entered on the batch cards by the write operator and the verify operator:
(1) Date work keyed;
(2) Employee initials and number;
(3) Number of records keyed and verified;
(4) Time batch was started;
(5) Time batch was completed;
(6) Elapsed times used for keying and verifying;
(7) Number of data entry errors.
f. CONTRACTOR shall retain the data entry system printouts proving complete key verification of data entry job assignments. These printouts shall be available for audit on demand by COURT.
3. Retention of Output
a. CONTRACTOR shall retain a copy of COURT's output data (citation data, rejects file, citation image/index files) in electronic file format on the CONTRACTOR FTP server and on a backup server at CONTRACTOR backup site for thirty (30) calendar days from the date of the original electronic file transfer or output to tape.
b. CONTRACTOR shall have the ability to reload and/or copy any COURT batches, data sets, or citation image/index files to a new COURT zipped file on the FTP server for thirty (30) calendar days from the date of the original electronic file transfer, pursuant to Agreement Paragraph 17.0 (Warranties).
15 c. Once the 30-day retention period has been reached for a given COURT file, CONTRACTOR shall purge the file from both the primary FTP server and backup server.
4. Retention of Input
a. CONTRACTOR shall retain a copy of COURT's input data (citation data, rejects file, citation image/index files) in electronic file format on the CONTRACTOR information systems (primary and backup) for thirty (30) calendar days from the date the citations were originally processed.
b. Once the 30-day retention period has been reached for a given COURT file, CONTRACTOR shall purge the file from its information systems.
5. Tape Output Function
a. CONTRACTOR shall supply printouts (electronic file transfer) from the data entry system proving batch transfers.
b. The total number of records contained on an electronic transfer file shall be machine-counted. That number must agree with the manually created total of the records in the transferred batches.
6. Release of Documents and Files
a. Before output is released, all batch cards shall be reconciled against the batch ticket log book and the incoming transmittals(s).
b. All information required by COURT shall be recorded on the appropriate outgoing transmittal(s).
c. The source documents, electronic file transfer log(s) and the outgoing transmittal(s) shall be delivered as specified in Sections A.2 (CONTRACTOR Work Schedule) and A.3 (Pickup and Delivery) of this Statement of Work.
d. All CONTRACTOR batch cards, control logs, incoming and outgoing transmittals, and transfer logs shall be retained for one (1) year.
D. COURT WORK ADMINISTRATION
COURT shall coordinate the data entry job and scanning/indexing assignments with CONTRACTOR's data entry team through the responsible person(s) designated by CONTRACTOR's Project Manager.
1. COURT Direction
a. COURT direction of the data entry and scanning/indexing effort shall be performed by COURT's Project Director.
b. COURT's Project Director's reviewing authority:
(1) Technical matters not involving a change in scope, price, or terms or conditions of the Agreement.
16 (2) CONTRACTOR reports specified in the Agreement and defined in this Statement of Work.
(3) CONTRACTOR invoices.
(4) Inspection and acceptance of Service provided and monitoring of deliverables.
(5) The addition of new or revised sample source documents.
(6) Changes to the pickup and delivery schedule.
(7) Implementation of Service, pursuant to Section 4 of this Exhibit A.
c. COURT's Project Director's Managerial Responsibilities:
(1) Plan and direct the implementation and production phases of the project.
(2) Assign and coordinate the project activities of COURT personnel.
(3) Provide support, as outlined, for each phase of the project.
(4) Provide for audits of CONTRACTOR's output.
(5) Review the results, quality, and timeliness of CONTRACTOR's performance.
(6) Recommend the application of invoice credits, as specified in the Agreement and Statement of Work.
(7) Conduct meetings, as needed, with CONTRACTOR and COURT personnel and such others as may be deemed appropriate.
(8) Conduct unannounced inspections of CONTRACTOR primary and/or backup work sites at any time.
2. COURT Technical Support
While CONTRACTOR is performing COURT's production work, COURT shall provide CONTRACTOR with the telephone number of an off-site supervisory person to assist CONTRACTOR in resolving any instructional difficulties that may arise.
3. Monitoring of Quality and Timeliness
COURT's Project Director or designee shall discuss errors, late deliveries, etc. with CONTRACTOR's Project Manager.
Documentation of any such discussions will be prepared and maintained by COURT's Project Director. Copies of such documentation will be made available to CONTRACTOR's Project Manager. Sample documentation format may be found on page 20 of this Statement of Work.
17 4. Report Monitoring
COURT's Project Director or Project Manager shall monitor CONTRACTOR's Status Reports and Performance Reports to ensure successful completion of the data entry job assignments within schedule.
Any problems which are not resolved immediately shall be reported by COURT's Project Director to the Chief Information Officer of the COURT or to the Chair of the Traffic Automation Committee, as appropriate.
E. MONITORING CITATION VOLUMES AND STAFFING LEVELS
COURT's Project Manager and CONTRACTOR's Project Manager shall monitor the monthly citation volumes and report any sudden increase or decrease in citation volumes. COURT and CONTRACTOR must review and reassess staffing levels on a quarterly basis.
18 [REPORTS MAY BE PROVIDED WITH MONTHLY INVOICES]
SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE 1)
Superior Court of California, County of Los Angeles Court Technology Services 111 North Hill Street, Room 425A Los Angeles, California 90012
Attn: Citation Data Entry and Scanning
CONTRACTOR STATUS REPORT FOR (2)
1. (3) provided data entry services for
(4) , Agreement Number (5)
2. Invoice totaled $ (6)
3. Balance remaining $ (7)
4. The following difficulties were encountered:
None (checkbox) (8)
If any, describe: (9)
(10)
(1) Date of Status Report (2) Reporting Period (month and year) (3) Vendor name (4) Agreement name (5) Agreement number (6) Dollar amount invoiced during the period (7) Dollar balance remaining in the Agreement (8) Check box if appropriate (9) Description of difficulties, if any (10) Authorized signature
SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE
19 SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE (1)
Superior COURT of California, County of Los Angeles Court Technology Services 111 North Hill Street, Room 425A Los Angeles, California 90012
Attn: Citation Data Entry and Scanning
CONTRACTOR PERFORMANCE REPORT FOR (2)
The following report is for (3)
(4)
(5) AMOUNT DOCUMENTS DOCUMENTS RECORDS WRITE VERIFY WRITE VERIFY INVOICED RECEIVED REJECTED WRITTEN STROKES STROKES HOURS HOURS
JOB NUMBER: $ X,XXX.XX XXX,XXX xxx,xxx xxx,xxx x,xxx,xxx x,xxx,xxx xxx )0(X
JOB NUMBER: $ x,xxx.xx xxx,xxx xxx,xxx xxx,xxx x,xxx,xxx x,xxx,xxx xxx xxx
TOTALS: $xx,xxx.)oc xxx,xxx xxx,xxx xxx,xxx x,xxx,xxx x,xxx,xxx )00( xxx
(6)
(1) Date of Performance Report (2) Name of COURT/Branch (3) Reporting Period (month and year) (4) Agreement name and number (5) Complete Job Number(s) and all columns and rows of chart (6) Vendor name (7) Authorized signature
SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE
20 SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE
SUPERIOR COURT OF CALIFORNIA / COUNTY OF LOS ANGELES
(date)
TO: (CONTRACTOR Project Manacieri
FROM: (COURT Project Director)
SUBJECT: AGREEMENT # : DOCUMENTATION OF (meeting, problem, etc)
This is to inform you that there were problenn(s) (errors, late delivery, etc.) in the following data entry job(s). When investigation into the problem(s) is complete, credits may be applied against current invoices. OR This is to document the discussion between of your firm and of my staff. When follow-up to the discussion is complete, you will be notified.
Batch Number(s) File Name
Work picked up by vendor on: (date) at: (time) Work due back to County on: (date) at: (time) Work delivered to County on: (date) at: (time) Number of documents/records: Errors: Rate: Other:
This problem was discussed with me on by
OR A meeting was held between me and on
(CONTRACTOR representative) (title) (date)
Follow-up: Investigation completed Recommendation submitted Contractor notified Further action by due on
SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE SAMPLE
21 EXHIBIT B (Rev. 7-15-14) PRICING AND BILLING SCHEDULE
The maximum Contract Sum stated below represents the total monetary liability of COURT to CONTRACTOR for CONTRACTOR's performance pursuant to the Agreement. COURT shall provide no additional compensation and/or reimbursement for expenses incurred by CONTRACTOR in fulfilling the work set forth in this Agreement, other than as set forth below:
DATA ENTRY AND SCANNING/INDEXING SERVICES
Year 1 — Costs per 1,000 citations: $870.00 Year 2 — Costs per 1,000 citations: $896.10 Year 3 — Costs per 1,000 citations: $922.98
COST PER CITATION ATTACHMENT
Year 1 — Costs per 1,000 attachments: $70.00 Year 2 — Costs per 1,000 attachments: $72.10 Year 3 — Costs per 1,000 attachments: $74.26
ELECTRONIC FILE TRANSFER OF CITATION IMAGE AND ATTACHMENTS, AND DAILY INDEX
COURT to pay CONTRACTOR a fixed price per month for the electronic file transfer of citation images & daily index files as described in Exhibit F, Traffic Citation Image Import (pages F-147 through F-155). This will be a flat rate regardless of the volume and will remain effective through the term of the Agreement.
Year 1 — Costs per 1,000 citations: $1,199.00 Year 2 — Costs per 1,000 citations: $1,234.97 Year 3 — Costs per 1,000 citations: $1,272.02
ANNUAL CONTRACT SUM
Year 1: $1,330,000.00 Year 2: $1,460,000.00 Year 3: $1,600,000.00
CONTRACTOR'S FEDERAL TAXPAYER I.D. NUMBER: 95-4062554 EXHIBIT Cl CONTRACTOR ACKNOWLEDGMENT AND CONFIDENTIALITY AGREEMENT
Firm Name: Agreement Number:
GENERAL INFORMATION
has entered into a contract with the Superior Court of California, County of Los Angeles ("COURT") to provide various services, work, tasks, and deliverables. Therefore, COURT requires the signature of its partner on this Contractor Acknowledgment and Confidentiality Agreement, which is Exhibit Cl to the Agreement, and is incorporated therein:
CONTRACTOR ACKNOWLEDGMENT
We understand and agree that we are not employees of COURT for any purpose whatsoever and that we do not have and will not acquire any rights or employment-based benefits of any kind from COURT during the Period of Performance.
CONFIDENTIALITY AGREEMENT
We may be involved with work pertaining to services provided by COURT and, if so, we may have access to confidential data pertaining to persons and/or entities who receive services from COURT. Court has a legal obligation to protect all such confidential data, especially data concerning health, juvenile, criminal and welfare recipient records. If we are to be involved in COURT work, COURT must ensure that we will protect the confidentiality of all data. Consequently, we must sign and abide by this Confidentiality Agreement as a condition of our work to be provided by for the COURT. We have read the Agreement and this Exhibit C1, and have taken due time to consider each prior to signing.
We hereby agree not to divulge to any unauthorized person any data obtained while performing work pursuant to the contract between the firm and COURT. We agree to return all confidential materials to COURT upon termination of our contract.
We acknowledge that violation of this Confidentiality Agreement will subject us to civil and/or criminal action and that COURT will seek all possible legal redress.
Principal's Name (Print)
By: Date: Principal's Signature EXHIBIT C2 CONTRACTOR EMPLOYEE ACKNOWLEDGMENT AND CONFIDENTIALITY AGREEMENT
Firm Name: Agreement Number:
GENERAL INFORMATION
My employer, ("CONTRACTOR"), has entered into a contract with the Superior Court of California, County of Los Angeles ("COURT") to provide various services, work, tasks, and deliverables. Therefore, COURT requires the signature of CONTRACTOR's employees on this Contractor Employee Acknowledgment and Confidentiality Agreement, which is Exhibit C2 to the Agreement, and is incorporated therein.
EMPLOYEE ACKNOWLEDMENT
I understand and agree that I am not an employee of COURT for any purposes whatsoever and that I do not have and will not acquire any rights or employment-based benefits of any kind from COURT during the Period of Performance.
CONFIDENTIALITY AGREEMENT
I may be involved with work pertaining to services provided for COURT and, if so, I may have access to confidential data pertaining to persons and/or entities receiving services from COURT. Court has a legal obligation to protect all such confidential data, especially data concerning health, juvenile, criminal and welfare recipient records. If I am to be involved in COURT work, COURT must ensure that I will protect the confidentiality of all data. Consequently, I must sign and abide by this Confidentiality Agreement as a condition of my work to be provided by for COURT. I have read the Agreement and this Exhibit C2, and have taken due time to consider each prior to signing.
I hereby agree that I will not divulge to any unauthorized person any data obtained while performing work pursuant to the contract between my employer and COURT.
I agree to return all confidential materials to COURT upon termination of the contract.
I acknowledge that violation of this Confidentiality Agreement will subject me to civil and/or criminal action and that COURT will seek all possible legal redress.
Print Name
By: Date: Employee Signature EXHIBIT D ASSIGNMENT AND TRANSFER OF RIGHTS
Firm Name: Agreement Number:
For good and valuable consideration, receipt of which is hereby acknowledged, the undersigned, , (hereafter, "Grantor"), does hereby assign, grant, convey and transfer to the Los Angeles Court and its successors and assigns throughout the world in perpetuity, all of Grantor's right, title and interest of every kind and nature in and to all materials, documents, software programs and documentation, written design, plans, diagrams, reports, software development tools and aids, diagnostic aids, computer processable media, source codes, object codes and other information and/or tools of all types developed under the Agreement to which this Exhibit D attached but not including customized off the shelf software and incorporated by reference, including, but not limited to, all right, title and interest in and to all renewals and extensions thereof (hereafter collectively 'Works") and in and to all copyrights and right, title and interest of every kind of nature, without limitation, in and to all based thereon, or derived therefrom, or related the Works or from which the Works are derived.
Without limiting the generality of the foregoing, the aforesaid conveyance and assignment shall include, but is not limited to, all prior chosen-in-action, at law, in equity or otherwise, the right to recover all damages and other sums, and the right to other relief allowed or awarded at law, in equity, by statute or otherwise.
Date: Signature of Grantor
ASSIGNMENT AND TRANSFER OF RIGHTS
On 2014, before me, , a NOTARY PUBLIC, personally appeared , proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged to me that (he, she) executed the same in (his, her) authorized capacity, and that by (his, her) signature on the instrument, that (he, she) is the person or entity upon which said person acted and executed the instrument.
Witness my hand and official seal. [Seal]
Notary Public