ANNEX F – MODEL AGREEMENT
KernCounty Agreement Number .
AGREEMENT FOR SYSTEM/HARDWARE PURCHASE
AND INSTALLATION,SOFTWARE SUPPORT SERVICES
AND CONSTRUCTION SERVICES
COUNTY OF KERN – [NAME OF CONTRACTOR]
THIS AGREEMENT, made and entered into this day of , 2008, by and between the COUNTY OF KERN, a political subdivision of the State of California (hereinafter referred to as "COUNTY") as represented by the [Name and Address of County Department], and [Name of Contractor], [legal status and state of establishment, i.e. corporation incorporated in the State of California], with its principal place of business located at [full address of Contractor] (hereinafter referred to as "CONTRACTOR");
WITNESSETH:
WHEREAS, for a Kern County Jail Video Surveillance System the COUNTY requires specialized software and on-going software maintenance support services requiring proven experience in [description] software to supplement COUNTY staff;
WHEREAS, through its formal, competitive Request for ProposalprocedureCOUNTY has investigated alternative vendor offerings and found CONTRACTOR’S set of services to most completely meet the full needs of COUNTY;
WHEREAS, employees with the required experience and skills are not available for temporary or provisional COUNTY employment;
WHEREAS, the COUNTY desires to engage CONTRACTOR to provide the [Name of Software] System software, also known as “[????]”, hardware, construction, and services. CONTRACTOR by reason of its qualifications, experience, and facilities for doing the type of work herein contemplated, has offered to provide the above required software and services on the terms set forth herein; and
WHEREAS, Government Code Sections 31000 and 53060 permit the Board of Supervisors to contract for the furnishing of special services and advice by any person specially trained and experienced and competent to perform those services; and
WHEREAS, some of the services to be provided hereunder for said jail video surveillance systemare for coring, cabling and electrical work on County buildings which would normally bring such work within the scope of applicable “public works” provisions of the Public Contracts Code; and
WHEREAS, due to the unique circumstances of this project, principally that there is no practical way for COUNTY to prepare separate specifications for one part of the project which is an integrated whole, certain requirements in the Public Contract Code are not applicable whereas other provisions of that Code remain applicable;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, COUNTY and CONTRACTOR agree as follows:
1.SCOPE OF SERVICES:
a.The nature of services shall be as described in Section 3, Services and Compensation, and in Exhibit A, Software, Hardware, Construction and Services, and Exhibit C, Acceptance Criteria, which are attached hereto and made a part hereof.
b.The CONTRACTOR shall make available to the COUNTY technically competent personnel for the purpose of providing services covered by this Agreement.
c.All services to be rendered pursuant to this Agreement shall be performed as requested and approved by the COUNTY’s Sheriff or his designee. CONTRACTOR shall perform services at intermittent intervals and shall be prepared to render services at any time and for any period as mutually agreed by both parties.
d.All services performed by CONTRACTOR shall be in conformity with this Agreement and shall be performed to the satisfaction of the Sheriff or his designee.
e.Personnel assigned under this Agreement who provide services unsatisfactory to the Sheriff or his designee shall be removed from COUNTY assignment by CONTRACTOR immediately upon oral notice to CONTRACTOR with written confirmation following.
f.At COUNTY’S discretion the work performed under the various provisions of this Agreement may be performed in the following ways:
(1)On site at a COUNTY facility.
(2)Development by CONTRACTOR at a remote location and transference via data communications link to COUNTY computer.
(3)Development by CONTRACTOR at a remote location and delivery to COUNTY of changes via COUNTY compatible magnetic media for installation by COUNTY or CONTRACTOR staff.
g.For the purposes of this Agreement, the term "System" shall include all Third-Party Software, hardware, and CONTRACTOR software and hardware obtained by COUNTY under this Agreement. The term “hardware” shall mean and include any video cameras and equipment purchased and installed pursuant to this Agreement.
2.TERM OF AGREEMENT:
The term of this Agreement shall be effective on the first date written above and, unless terminated as provided in Section 19 below, the Support Services portion shall automatically renew annually on the anniversary of the date of final acceptance by COUNTY. COUNTY shall give a minimum of thirty (30) days advance notification of termination.
3.SERVICES AND COMPENSATION:
a.Software, Hardware, Construction and Services:
For the term of this Agreement, COUNTY shall pay CONTRACTOR up to the amount specified in Exhibit B, Costs, which is attached hereto and made a part hereof, for all software, hardware, construction and services provided under this Agreement pursuant to ExhibitA, which in turn incorporate Exhibit F.
b.Software, Hardware Support Services:
Following the satisfactory delivery and final acceptance of the software, hardware, construction, training and other services detailed in Exhibit A, which satisfaction and acceptance will be at the sole determination of the Sheriff or his designee, the COUNTY will be provided with ongoing Software Support Services and CONTRACTOR agrees to provide said services under the following provisions:
1)Support Services shall be paid annually in advance and shall automatically renew for successive one (1) year terms, under the terms and conditions contained in this Agreement, unless either party gives the other party thirty (30) days written notice prior to the end of the current term. For each annual period starting with the second year, rates for each renewal period shall not increase more than five percent (5%) over the preceding year. Termination of the Support Services portion of this Agreement shall not terminate COUNTY’s license as granted herein unless COUNTY has materially breached this Agreement.
2)CONTRACTOR shall provide COUNTY with priority corrective maintenance support service. From time of initial contact between COUNTY and CONTRACTOR, twenty four (24) hours a day, seven (7) days a week, CONTRACTOR shall have dialed into COUNTY’s System within two (2) hours and shall use their best efforts to have the maintenance issue resolved within six (6) hours.
3)Corrective maintenance shall be for correction of any programming defect, error, failure, bug, hardware failure other malfunction or any training problem that prevents the System from operating in conformance with the functional specifications and System documentation, within the guidelines of this Agreement.
4)Telephone consultation, within the guidelines of this Agreement.
5)CONTRACTOR shall maintain a current copy of Sheriff's application software at CONTRACTOR’s location for testing and to provide services as outlined in this Agreement.
d.General:
1)As required by law, CONTRACTOR shall be responsible for payment of all wages and fringe benefits and for all withholding related to its personnel performing services for COUNTY pursuant to this Agreement.
2)Except as noted herein below, all charges by CONTRACTOR include all of CONTRACTOR’s salary, overhead and incidental expenses, and profit. COUNTY shall not be liable to CONTRACTOR or any of CONTRACTOR’s employees for any benefits or additional compensation or payments.
3)At COUNTY’s sole determination, CONTRACTOR shall not be entitled to compensation for unsatisfactory work.
4)All reference to number of days in this Agreement and Exhibits hereto shall mean calendar days.
4.INVOICES:
CONTRACTOR shall submit itemized invoices in triplicate to COUNTY for services rendered by CONTRACTOR under the terms of this Agreement, based upon time and work records maintained and provided in accordance with approved COUNTY accounts payable procedures.
For Software licensing, Technical Development Services, and for Hardware costs, invoices shall be submitted in accordance with Exhibit D, Payment Schedule,which is attached hereto and made a part hereof.
For Software Support Services, invoices shall be submitted annually a minimum of thirty (30) days in advance of the anniversary of COUNTY acceptance of the System.
All invoices shall be subject to review and approval by COUNTY staff, and paid within thirty (30) days following said approval.
5.FACILITIES AND SUPPORT:
COUNTY shall provide such work space, office facilities, computer system facilities, and support services to CONTRACTOR during this Agreement as are deemed necessary by the COUNTY for the purpose of accomplishing the work provided for herein. Direct costs incurred by CONTRACTOR or CONTRACTOR’s employees shall be paid by CONTRACTOR, and CONTRACTOR will not demand nor will the COUNTY pay any expenses, fees, or monies not expressly provided for in this Agreement or approved in writing, in advance, by the Sheriff or his designee.
6.PERSONNEL:
a.CONTRACTOR’s employees shall perform installation services on the premises of COUNTY during the COUNTY’s regular work days and normal work hours, unless COUNTY specifically agrees to alternate work days and/or hours.
b.CONTRACTOR shall make every effort, in good faith and consistent with sound business practices, to honor the specific requests of COUNTY with regard to the assignment of its employees and retention thereof. However, subject to COUNTY’s right to terminate this Agreement, CONTRACTOR reserves the sole right to determine the assignment of its employees.
7.REPORTING:
CONTRACTOR will submit to COUNTY bi-weekly status reports containing the following information regarding the progress toward completion:
1.The scope of work to have been completed.
2.The cost for each section of work.
3.Brief statement of any problems and corrective actions taken.
4.Statement of concerns perceived by CONTRACTOR to be threats to timely completion.
8.PUBLIC WORKS PROJECT PROVISIONS
a.In consideration for the promises and payment to be made and performed by COUNTY, and under the conditions expressed herein and in the CONTRACTOR’S Proposaland the Performance and Payment Bonds attached hereto as Exhibits“E-1” and “E-2”, eachand all being incorporated herein by this reference, CONTRACTOR agrees to do all the work and furnish all the materials at the expense of CONTRACTOR necessary to construct and complete in a good and workmanlike manner to the satisfaction of the Assistant County Administrative Officer of General Services Division of the County Administrative Office and the Sheriff’s Office all the work shown and described herein and in CONTRACTOR’SProposal submitted in response to the Request for Proposal for the within project as specifically set forth in Exhibit “F” hereof, which is incorporated herein by this reference.
The work as described in Exhibit “F” hereof, for which CONTRACTOR submitted and COUNTY accepted a Proposal of ______(______), will be completed within the time limit specified herein.
b.CONTRACTOR agrees to accept the price(s) as listed in the accepted Proposal for all work as described in Exhibit “F” as full payment for all materials and all work embraced therein and all loss and damage arising out of the work or the action of the elements or any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the work until its acceptance by COUNTY and for all risks of every description connected with the work and for all expenses incurred by or in consequence of the suspension or discontinuance of work, and for well and faithfully completing the work in the manner and time set forth herein and any changes in any of the work described in Exhibit “F” approved by the parties hereto. COUNTY employs CONTRACTOR to provide the materials and do the work according to the terms and conditions of this Agreement, for the prices stated, and will pay the agreed price(s) in the manner set out herein. COUNTY and CONTRACTOR, for themselves and for the heirs, executors, administrators, successors and assigns of CONTRACTOR, agree to full and timely performance of these covenants.
c.Pursuant to Chapter 1 of Part 7 of Division 2 of the Labor Code, (commencing with section 1720), CONTRACTOR agrees that in performing the work described in Exhibit “F,” by himself or through any subcontractor, eight hours' labor shall be a day's work and forty hours' labor shall be a weeks’ work, and that CONTRACTOR shall keep an accurate recording showing the name and actual hours worked of all workers employed in said work, and that said record shall be kept open during all reasonable hours for inspection pursuant to 1812 of the Labor Code. The CONTRACTOR and all Subcontractors shall pay not less than the general prevailing rate of per diem wages and the general prevailing rate for COUNTY legal holiday and overtime work to all workers employed in the construction portion of this project. The prevailing rate for each craft, classification or type of work is determined by the Director of the California Department of Industrial Relations, and his schedule of prevailing rates is on file and available for inspection in the General Services Division of the COUNTY Administrative Office. The schedule is incorporated herein by this reference. CONTRACTOR shall forfeit to COUNTY for each worker employed for each calendar day or portion thereof: a) Fifty Dollars ($50) pursuant to 1775 of the Labor Code, per worker paid less than the amount to which he is entitled under said general prevailing rate of wages; and b) Twenty-Five Dollars ($25) pursuant to 1813 of the Labor Code, per worker required to work more than eight (8) hours per day or more than forty (40) hours per week, except as provided in 1815 of the Labor Code.
d.The work described in Exhibit “F” shall be performed in conformity with the following code requirements (with California Amendments) as they relate to the work:
1.California Building Code (2001 Edition or latest applicable code) as amended by applicable local ordinances for all construction work.
2.National Electrical Code (2004 Edition or latest applicable code) as amended by applicable local ordinance for all construction work.
3.Uniform Plumbing Code (2001 Edition or latest applicable code) as amended by applicable local ordinances for plumbing, sewage disposal and health requirements.
4.Uniform Mechanical Code (2001 Edition or latest applicable code) as amended by applicable local ordinance for all construction work).
5.Uniform Fire Code (2000 Edition or latest applicable code) as amended by applicable local ordinance for all construction work).
6.California Administrative Code Titles 15, 19 and 24 (with California amendments), and Americans with Disabilities Act (ADA) accessibility guidelines, whichever is more stringent.
7.All State laws and County Ordinances, rules of the State or County Health Departments, rules of the National Board of Fire Underwriters and National Fire Protection Associations, and local power company regulations for mechanical and electrical work.
e.CONTRACTOR and allsubcontractors must be properly licensed by the State of California. The proposal shall have listed therein the name and address of each subcontractor to whom CONTRACTOR proposes to subcontract portions of the work described in Exhibit “F.”
f.Upon CONTRACTOR’S request pursuant to Public Contract Code Section 22300, COUNTY shall make payments of moneys withheld by COUNTY to ensure performance of the work described in Exhibit “F” of this Agreement as requested by CONTRACTOR and in accordance with Public Contract Code Section 22300.
9.APPLICABLE LAWS:
a.CONTRACTOR shall provide services in accordance with applicable Federal, State and COUNTY statutes, regulations and directives and any changes or amendments thereto, including those described in this Agreement.
- This Agreement shall be interpreted and enforced in accordance with the laws of the State of California.
10.INDEPENDENT CONTRACTOR:
a.CONTRACTOR (including CONTRACTOR’s employees) is an independent CONTRACTOR and hereby agrees that no relationship of employer-employee exists between the parties hereto. CONTRACTOR or CONTRACTOR’s assigned personnel shall not be entitled to any benefits payable to employees of COUNTY. COUNTY is not required to make any deductions or withholdings from the compensation payable to CONTRACTOR under the provisions of this Agreement; and as an independent contractor, CONTRACTOR hereby indemnifies and holds COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by anyone that an employer-employee relationship exists by reason of this Agreement or the performance thereof.
b.If, in the performance of this Agreement, any third persons are employed by CONTRACTOR, such persons shall be entirely and exclusively under the direction, supervision, and control of CONTRACTOR. All terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging or any other terms of employment or requirements of law, shall be the responsibility of CONTRACTOR.
c.As an independent contractor and not an employee of COUNTY, neither the CONTRACTOR nor CONTRACTOR’s assigned personnel is authorized to act on behalf of COUNTY in any capacity whatsoever as agent, nor to bind COUNTY to any obligation whatsoever.
11.CONFLICT OF INTEREST:
CONTRACTOR has read and is aware of the provisions of Section 1090 et seq. and Section 87100 et seq. of the Government Code relating to conflict of interest of public officers and employees. CONTRACTOR agrees that they are unaware of any financial or economic interest of any public officer or employee of the COUNTY relating to this Agreement. It is further understood and agreed that if such a financial interest does exist at the inception of this Agreement, the COUNTY may immediately terminate this Agreement by giving written notice thereof. CONTRACTOR shall comply with the requirements of Government Code Section 87100 et seq. during the term of this Agreement.
12.DISCRIMINATION:
CONTRACTOR agrees that it will comply with Title VII of the Civil Rights Act of 1964 and the Fair Employment and Housing Act of California. CONTRACTOR, its officers, agents, employees, servants or subcontractors shall not discriminate in the treatment or employment of an individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex or physical handicap unrelated to job performance, either directly, indirectly or through contractual or other arrangements.