County of Orange Page 1 of 21 RCA-017-017-21010004
County Procurement Office File No C028814 Carahsoft Technology Corporation
REGIONAL COOPERATIVE AGREEMENT (RCA)
CONTRACT NUMBER RCA-017-21010004
BETWEEN
COUNTY OF ORANGE, COUNTY PROCUREMENT OFFICE
AND
CARAHSOFT TECHNOLOGY CORPORATION
FOR
SOFTWARE PRODUCTS
This Regional Cooperative Agreement, hereinafter “Contract” is made and entered into as of the date fully executed by and between the County of Orange, a political subdivision of the State of California; hereinafter referred to as “County” and Carahsoft Technology Corporation with a place of business at 1860 Michael Faraday Drive, Suite 100, Reston, VA 20190 hereinafter “Contractor”, which are sometimes individually referred to as “Party”, or collectively referred to as “Parties”.
ATTACHMENTS
This Contract is comprised of this document and t he following Attachments, which are incorporated by reference into this Contract:
Attachment A - Scope of Work
Attachment B – Compensation, Fees and Payment
Attachment C – Region 4 Education Center and OMNIA Partners Contract #R191902
RECITALS
WHEREAS, Region 4 Education Service Center and OMNIA Partners have issued Contract #R191902, hereinafter “Region 4/OM NIA Contract ” with Carahsoft Technology Corporation for Educational Software and Related Products , effective on May 1, 2020 through and including April 30, 2023; and,
WHEREAS, County desires to enter into a Contract with Contractor to provide the County with Software and Related Products, effective May 1, 2021 through April 30, 2023; and, WHEREAS, Contractor agrees to provide Software Products to County in accordance with the terms, conditions, scope of services and pricing of the Region 4/OMNIA Contract #R191902, incorporated by this reference, including the attached Scope of Work, identified and incorporated herein as Attachment A; and,
WHEREAS, County agrees to pay Contractor the fees in accordance with the Region 4/OMNIA Contract #R191902, incorporated herein as Attachment B – Compensation and Fees; and, NOW, THEREFORE, the Parties mutually agree as follows:
ARTICLES
“Region 4 Education Center” and/or “OMNIA Partners” as used in Attachment C shall mean “County of Orange”, “County”, its employees and authorized representatives for purposes of this Contract.
GENERAL TERMS AND CONDITIONS:
A. Governing Law and Venue : This C ontract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.
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County Procurement Office File No C028814 Carahsoft Technology Corporation B. Entire Contract: This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by County’s Purchasing Agent or designee.
C. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing.
D. Taxes: Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. Out -of-state Contractors shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to the Contractor.
E. Delivery: Time of delivery of goods or services is of the essence in this Contract. County reserves the right to refuse any goods or services and to cancel all or any part of the goods not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed statement of work. Acceptance of any part of the order for good s shall not bind County to accept future shipments nor deprive it of the right to return goods already accepted at Contractor’s expense. Over shipments and under shipments of goods shall be only as agreed to in writing by County. Delivery shall not be de emed to be complete until all goods or services have actually been received and accepted in writing by County.
F. Acceptance/Payment: Unless otherwise agreed to in writing by County: 1) acceptance shall not be deemed complete unless in writing and until all the services have actually been rendered, inspected, and tested to the satisfaction of County, and 2) payment shall be made after satisfactory acceptance. In some instances, Payment shall be made in advanced.
G. Warranty: Contractor expressly warrants that the goods covered by this Contract are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Contractor’s part to indemnify, defend and hold County and its indemnities as identified in paragraph “Z” below, and as more fully described in paragraph “Z,” harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by County by reason of the failure of the goods/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.
H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract . Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more specifi c requirement contained in paragraph “Z” below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees.
I. Assignment: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Further more, neither the DocuSign Envelope ID: A6359807-8CCC-4929-A84D-3E78BA5B07A7 County of Orange Page 3 of 21 RCA-017-017-21010004
County Procurement Office File No C028814 Carahsoft Technology Corporation performance of this Contract nor any portion thereof may be assigned by Contractor without the express written consent of County. Any attempt by Contractor to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.
J. Non-Discrimination: In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to penalties pursuant to Section 1741 of the California Labor Code.
K. Termination: In addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Contract without penalty for cause or after 30 days’ written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of the Contractor. Exercise by County of its right to terminate the Contract shall relieve County of all further obligations. The rights, obligations, and conditions, that by their express terms or nature and context are intended to survive the termination or expiration of this Contract, survive any termination or expiration of this Contract.
L. Consent to Breach Not Waiver : No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
M. Independent Contractor: Contractor shall be considered an independent contractor and neither Contractor, its employees, nor anyone working under Contractor shall be considered an agent or an employee of County. Neither Contractor, its employees nor anyone working under Contractor shall qualify for workers’ compensation or other fringe benefits of any kind through County.
N. Performance Warranty: Contractor shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to County’s satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods/services furnished by the Contractor under this Contract.
Contractor shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Contractor shall be fully responsible for all work performed by subcontractors.
O. Insurance Provision: Prior to the provision of services under this Contract, the Contractor agrees to purchase all required insurance at Contractor’s expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of th is Contract have been complied with. Contractor agrees to keep such insurance coverage, Certificates of Insurance, and endorsements on deposit with the County during the entire term of this Contract.
Contractor shall ensure that all subcontractors performing work on behalf of Contractor pursuant to this Contract shall be covered under Contractor’s insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Contractor. Contractor shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Contractor under this Contract. It is the obligation of Contractor to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Contractor through the entirety of this Contract for inspection by County representative(s) at any reasonable time.
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County Procurement Office File No C028814 Carahsoft Technology Corporation All self-insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance. Any SIR in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the County’s Risk Manager, or designee, upon review of Contractor’s current audited financial report.
If Contractor’s SIR is approved, Contractor, in addition to, and without limitation of, any other indemnity provision(s) in this Contract, agrees to all of the following:
1) In addition to the duty to indemnify and hold the County harmless against any and all liability, claim, demand or suit resulting from Contractor’s, its agents, employee’s or subcontractor’s performance of this Contract, Contractor shall defend the County at its sole cost and expense with counsel approved by Board of Supervisors against same; and 2) Contractor’s duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and
3) The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Contractor’s SIR provision shall be interpreted as though the Contractor was an insurer and the County was the insured.
If the Contractor fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract.
Qualified Insurer
The policy or policies of insurance must be issued by an insurer with a minimum rating of A - (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer be licensed to do business in the state of California (California Admitted Carrier).
If the insurance carrier does not have an A.M. Best Rating of A -/VIII, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings.
The policy or policies of insurance maintained by the Contractor shall provide the minimum limits and coverage as set forth below:
Coverage Minimum Limits
Commercial General Liability $1,000,000 per occurrence
$2,000,000 aggregate
Automobile Liability $1,000,000 limit per occurrence
Workers' Compensation Statutory
Employers' Liability Insurance $1,000,000 per occurrence Required Coverage Forms
The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad.
The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad.
Required Endorsements
The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:
1) An Additional Insured endorsement using ISO form CG 20 26 04 13or a form at least as broad naming the County of Orange its elected and appointed officials, officers, agents and employees as Additional Insureds, or provide blanket coverage, which will state AS DocuSign Envelope ID: A6359807-8CCC-4929-A84D-3E78BA5B07A7 County of Orange Page 5 of 21 RCA-017-017-21010004
County Procurement Office File No C028814 Carahsoft Technology Corporation REQUIRED BY WRITTEN CONTRACT.
2) A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Contractor’s insurance is primary, and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing.
The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees or provide blanket coverage, which will state AS REQUIRED BY WRITTEN CONTRACT.
All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment.
Contractor shall notify County in writing within thirty (30) calendar days of any policy cancellation and ten (10) calendar days for non- payment of premium and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation may constitute a material breach of the Contract, upon which the County may suspend or terminate this Contract.
The Commercial General Liability policy shall contain a severability of interest clause also known as a “separation of insureds” clause (standard in the ISO CG 0001 Policy).
If Contractor’s Pollution Liability policy is a claims -made policy, Contractor shall agree to maintain coverage for two (2) years following completion of contract.
Insurance certificates should be emailed to [email protected].
If email is not possible, then Insurance certificates should specifically be forwarded to:
County of Orange
c/o: CEO/County Procurement Office
Attn: Insurance
1300 S. Grand Ave., Ste. A,
2nd Floor Santa Ana, CA
92705-4434
Any insurance documents not addressed as shown above will be “Return to Sender”.
If the Contractor fails to provide the insurance certificates and endorsements within seven (7) calendar days of notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the next qualified vendor.
County expressly retains the right to require Contractor to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County.
County shall notify Contractor in writing of changes in the insurance requirements. If Contractor does not deposit copies of acceptable Certificates of Insurance and endorsements with County incorporating such changes within thirty (30) calendar days of receipt of such notice, this Contract may be in breach without further notice to Contractor, and County shall be entitled to all legal remedies.
The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer.
P. Changes: Contractor shall make no changes in the work or perform any additional work without the County’s specific written approval.
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County Procurement Office File No C028814 Carahsoft Technology Corporation Q. Change of Ownership : Contractor agrees that if there is a change or transfer in ownership of Contractor’s business prior to completion of this Contract, and the County agrees to an assignment of the Contract, the new owners shall be required under the terms of sale or other instruments o f transfer to assume Contractor’s duties and obligations contained in this Contract and complete them to the satisfaction of the County.
County reserves the right to immediately terminate the Contract in the event the County determines that the assignee is not qualified or is otherwise unacceptable to the County for the provision of services under the Contract.
In addition, Contractor has the duty to notify the County in writing of any change in the Contractor’s status with respect to name changes that do not require an assignment of the Contract. The Contractor is also obligated to notify the County in writing if the Contractor becomes a party to any litigation against the County, or a party to litigation that may reasonably affect the Contractor’s performance under the Contract, as well as any potential conflicts of interest between Contractor and County that may arise prior to or during the period of Contract performance. While Contractor will be required to provide this information without prompting from the County any time there is a change in Contractor’s name, conflict of interest or litigation status, Contractor must also provide an update to the County of its status in these areas whenever requested by the County.
The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with County interests. In addition to the Contractor, this obligation shall apply to the Contractor’s employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. The Contractor’s efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers in the performance of their County.
R. Force Majeure : Contractor shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civ il disorder, employment strike or other cause beyond its reasonable control, provided Contractor gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Contractor avails himself of any available remedies.
S. Confidentiality: Contractor agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of thi s Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor’s staff, agents and employees.
T. Compliance with Laws: Contractor represents and warrants that services to be provided under this Contract shall fully comply, at Contractor’s expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively “laws”), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor acknowledges that County is relying on Contractor to ensure such compliance, and pursuant to the requirements of paragraph “Z” below, Contr actor agrees that it shall defend, indemnify and hold County and County INDEMNITEES harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws.
U. Freight (F.O.B. Destination): Intentional omitted.
V. Severability: If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.
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County Procurement Office File No C028814 Carahsoft Technology Corporation W. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney’s fees, costs and expenses.
X. Interpretation: This Contract has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is wa ived. The provisions of this Contract shall be interpreted in a reasonable manner to affect the purpose of the parties and this Contract.
Y. Employee Eligibility Verification: Contractor warrants that it fully complies with all Federal and State statutes an d regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. The Contractor shall obtain, from al l employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. The Contractor shall retain all such documentation for all covered employees for the period prescribed by the law. The Contractor shall indemnify, defend with counsel approved in writing by County, and hold harmless, the County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the Contractor or the County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract.
Z. Indemnification Provisions: Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
AA. Audits/Inspections: Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Co ntract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection.
BB. Contingency of Funds: Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval; receipt of funds from, and/or obligation of funds by, the state of California to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County’s Board of Supervisors for each fiscal year covered DocuSign Envelope ID: A6359807-8CCC-4929-A84D-3E78BA5B07A7 County of Orange Page 8 of 21 RCA-017-017-21010004
County Procurement Office File No C028814 Carahsoft Technology Corporation by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty.
CC. Expenditure Limit: Contractor shall notify the County of Orange assigned Deputy Purchasing Agent in writing when the expenditures against the Contract reach 75 percent of the dollar limit on the Contract. The County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on the Contract unless a change order to cover those costs has been issued.
ADDITIONAL TERMS AND CONDITIONS:
1. Scope of Contrac t: This Contract specifies the contractual terms and conditions by which the County will procure software solutions and services from Contractor as further detailed in the Scope of Work, identified and incorporated herein by this reference Attachment A and under the Region 4/OMNIA Contract #R191902.
2. Term of Contract: This Contract shall commence on May 1, 2021 and continue to be in effect through April 30, 2023, unless otherwise terminated by County. This Contract may be renewed, by mutual written agreement of both Parties , contingent upon renewal of the Region 4/OMNIA Contract #R191902. The County does not have to give a reason if it elects not to renew.
3. Adjustments – Scope of Work: No adjustments made to the Scope of Work will be authorized without prior written approval of the County assigned Deputy Purchasing Agent.
4. Americans with Disabilities Act (ADA): Section 504 of the Rehabilitation Act of 1973 as amended; Title VI and VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act, 42 USC 12101; California Code of Regulations, Title 2, Title 22: California Government Code, Sections 11135, et seq; and other federal and state laws and executive orders prohibit discrimination. All programs, activities, employment opportunities, and services must be made available to all persons, including persons with disabilities
5. Authorization Warranty: The Contractor represents and warrants that the person executing this Contract on behalf of and for the Contractor is an authorized agent who has actual authority to bind the Contractor to each and every term, condition and obligation of this Contract and that all requirements of the Contractor have been fulfilled to provide such actual authority
6. Breach of Contract: The failure of the Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event the County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:
a) Terminate the Contract immediately, pursuant to Section K herein; b) Afford the Contractor written notice of the breach and ten calendar days or such shorter time that may be specified in this Contract within which to cure the breach; c) Discontinue payment to the Contactor for and during the period in which the Contractor is in breach; and
d) Offset against any monies billed by the Contractor but yet unpaid by the County those monies disallowed pursuant to the above.
7. Compliance with County Information Technology Policies and Procedures:
Policies and Procedures: Contractor, its subcontractors, the Contractor personnel, and all other agents and representatives of Contractor, will at all times comply with and abide by all Information Technology (IT) policies and procedures of the County that are provided or made available to Contractor that reasonably pertain to Contractor (and of which Contractor has been provided with advance notice) in connection with Contractor’s performance under this Contract. Contractor shall cooperate with the County in ensuring Contractor’s compliance with the IT policies and procedures DocuSign Envelope ID: A6359807-8CCC-4929-A84D-3E78BA5B07A7 County of Orange Page 9 of 21 RCA-017-017-21010004
County Procurement Office File No C028814 Carahsoft Technology Corporation attached hereto as Attachment C and as adopted by the County from time-to-time, and any material violations or disregard of such IT policies or procedures shall, in addition to all other available rights and remedies of the County, be cause for termination of this Contract . In addition to the foregoing, Contractor shall comply with the following:
a. Security and Policies: All performance under this Contract, shall be in accordance with the County’s security requirements, policies, and procedures as set forth above and as modified, supplemented, or replaced by the County from time to time, in its sole discretion, by providing Contractor with a written copy of such revised requirements, policies, or procedures reasonably in advance of the date that they are to be implemented and effective (collectively, the “Security Policies”). Contractor shall at all times use industry best practices and methods with regard to the prevention, detection, and elimination, by all appropriate means, of fraud, abuse, and other inappropriate or unauthorized access to County systems accessed in the performance of services in this Contract.
b. Information Access: The County may require all Contractor personnel performing services under this Contract to execute a confidentiality and non-disclosure Contract concerning access protection and data security in the form provided by County. The County shall authorize, and Contractor shall issue, any necessary information- access mechanisms, including access IDs and passwords, and in no event shall Contractor permi t any such mechanisms to be shared or used by other than the individual Contractor personnel to whom issued. Contractor shall provide each Contractor Person with only such level of access as is required for such individual to perform his or her assigned t asks and functions. All County systems, and all data and software contained therein, including County data, County hardware and County software, used or accessed by Contractor: (a) shall be used and accessed by such Contractor solely and exclusively in the performance of their assigned duties in connection with, and in furtherance of, the performance of Contractor’s obligations hereunder; and (b) shall not be used or accessed except as expressly permitted hereunder, or commercially exploited in any manner whatsoever, by Contractor, at any time.
c. Enhanced Security Procedures: The County may, in its discretion, designate certain areas, facilities, or systems as requiring a higher level of security and access control. The County shall notify Contractor in writing reasonably in advance of any such designation becoming effective. Any such notice shall set forth in reasonable detail the enhanced security or access- control procedures, measures, or requirements that Contractor shall be required to implement and enforce, as well as the date on which such procedures and measures shall take effect. Contractor shall fully comply with and abide by all such enhanced security and access measures and procedures as of such date.
d. Breach of Security: Any breach or violation by Contractor of any of the foregoing shall be deemed a material breach of a material obligation of Contractor under this Contract and may be deemed an incurable and material breach of a material obligation of Contractor under this Contract resulting in termination.
e. Conduct on County Premises : Contractor shall, at all times, comply with and abide by all reasonable policies and procedures of the County (or that may be established thereby, from time to time) that pertain to conduct on the County’s prem ises, possession or distribution of contraband, or the access to, and security of, the Party’s real property or facilities, to the extent that the Contractor has been provided with a copy of each such policy or procedure. Contractor shall exercise due car e and diligence to prevent any injury to persons or damage to property while on the other Party’s premises. The operation of vehicles by either Party’s personnel on the other Party’s property shall conform to posted and other applicable regulations and sa fe- driving practices. Vehicular accidents occurring on a Party ’s property and involving either Party’s personnel shall be reported promptly to the appropriate Party’s personnel. Each Party covenants that at all times during the Term, it, and its employee s, agents, and Subcontractors DocuSign Envelope ID: A6359807-8CCC-4929-A84D-3E78BA5B07A7 County of Orange Page 10 of 21 RCA-017-017-21010004
County Procurement Office File No C028814 Carahsoft Technology Corporation shall comply with, and take no action that results in the other Party being in violation of, any applicable federal, state, and local laws, ordinances, regulations, and rules. Each Party’s personnel shall clearly identify the mselves as the appropriate Party’s personnel and not as employees of the other Party. When on the other Party’s premises, each Party’s personnel shall wear and clearly display identification badges or tags, as approved by the other Party. f. Security Audits: Each Contract Year, County may perform or have performed security reviews and testing based on an IT infrastructure review plan. Such testing shall ensure all pertinent County security standards as well as any customer agency requirements, such as federal tax requirements or HIPPA.
8. Conflict of Interest – Contractor’s Personnel: The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the County. This obligation shall apply to the Contractor; the Contractor’s employees, agents, and subcontractors associated with accomplishing work and services hereunder. The Contractor’s efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers from acting in the best interests of the County.
9. Contractor’s Project Manager and Key Personnel: Contractor shall appoint a Project Manager to direct the Contractor’s efforts in fulfilling Contractor’s obligations under this Contract. This Project Manager shall be subject to approval by t he County and shall not be changed without the written consent of the County’s Project Manager, which consent shall not be unreasonably withheld.
The Contractor’s Project Manager shall be assigned to this project for the duration of the Contract and shall diligently pursue all work and services to meet the project time lines. The County’s Project Manager shall have the right to require the removal and replacement of the Contractor’s Project Manager from providing services to the County under this Contract. The County’s Project manager shall notify the Contractor in writing of such action. The Contractor shall accomplish the removal within three (3) business days after written notice by the County’s Project Manager. The County’s Project Manager shall revi ew and approve the appointment of the replacement for the Contractor’s Project Manager. The County is not required to provide any additional information, reason or rationale in the event it requires the removal of Contractor’s Project Manager from providing further services under the Contract.
10. Contractor’s Records: The Contractor shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by the Contractor in accordance with generally accepted accounting principles. These records shall be stored in Orange County for a period of three (3) years after final payment is received from the County. Storage of records in another county will require written approval from the County of Orange assigned Deputy Purchasing DPA.
11. Cooperative Contract: The provisions and pricing of this Contract will be extended to other California local or state governmental entities. Governmental entities wishing to use this Contract will be responsible for issuing their own purchase documents/price agreements, providing for their own acceptance, and making any subsequent payments. Contractor shall be required to include in any Contract entered into with another agency or entity that is entered into as an extension of this Contract a Contract clause that will hold harmless the County of Orange from all claims, demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the use of this contract. Failure to do so will be considered a material breach of this Contract and grounds for immediate Contract termination. The cooperative entities are responsible for obtaining all certificates of insurance and bonds required. The Contractor is responsible for providing e ach cooperative entity a copy of the Contract upon request by the DocuSign Envelope ID: A6359807-8CCC-4929-A84D-3E78BA5B07A7 County of Orange Page 11 of 21 RCA-017-017-21010004
County Procurement Office File No C028814 Carahsoft Technology Corporation cooperative entity. The County of Orange makes no guarantee of usage by other users of this Contract.
Contractor shall be required to maintain a list of the cooperative entities using this Contract. The list shall report dollar volumes spent annually and shall be provided on an annual basis to the County, at the County’s request.
12. Data – Title To: All materials, documents, data or information obtained from the County data files or any County medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the County. Such data or information may not be use d or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, must be returned to the County at the end of this Contract.
13. Debarment: Contractor shall certify that neither Contractor nor its principles are presently debarred, proposed for debarment, declared ineligible or voluntarily excluded from participation in the transaction by any Federal department or agency. Where Contractor as the recipient of federal funds, in unable to certify to any of the statements in the certification, Contractor must include an explanation with the bid/proposal. Debarment pending debarment, declared ineligibility or voluntary exclusion from participation by any Federal department of agency may result in the bid/proposal being deemed non-responsible.
14. Default: In case of default by Contractor, the County of Orange may procure the services from other sources. If the cost for those goods and/or services is higher than under the terms of the existing Contract, Contractor will be responsible for paying the County the difference between the Contract cost and the price paid, and the County may deduct this cost from any unpaid balance due the Contractor. The price paid by the County shall be the prevailing market price at the time such purchase is made. This is in addition to any other remedies available under this Contract and under law.
15. Disputes – Contract:
a. The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor’s Project Manager and the County‘s Project Manager, such matter shall be brought to the attention of the County Deputy Purchasing Agent by way of the following process:
1) Contractor shall submit to the agency/department assigned Deputy Purchasing Agent a written demand for a final d ecision regarding the disposition of any dispute between the parties arising under, related to, or involving this Contract, unless the County, on its own initiative, has already rendered such a final decision. 2) Contractor’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Contractor believes the County is liable.
b. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Contractor agrees to diligently proceed with the provision of services under this Contract.
The Contractor’s failure to diligently proceed shall be considered a material breach of this Contract.
Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the County Deputy Purchasing Agent or his designee. If the County fails to render a decision within 90 days after receipt of the Contractor’s demand, it shall be deemed a final decision adverse to the Contractor’s contentions. Nothing in this section shall be DocuSign Envelope ID: A6359807-8CCC-4929-A84D-3E78BA5B07A7 County of Orange Page 12 of 21 RCA-017-017-21010004
County Procurement Office File No C028814 Carahsoft Technology Corporation construed as affecting the County’s right to terminate the Contract for cause or termination for convenience as stated in section K herein.
16. Drug-Free Workplace: The Contractor hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. The Contractor will:
1. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a).
2. Establish a drug-free awareness program as required by Government Code Section 8355(b) to inform employees about all of the following:
a. The dangers of drug abuse in the workplace;
b. The organization’s policy of maintaining a drug-free workplace; c. Any available counseling, rehabilitation and employee assistance programs; and d. Penalties that may be imposed upon employees for drug abuse violations.
3. Provide as required by Government Code Section 8355(c) that every employee who works under this Contract:
a. Will receive a copy of the company’s drug-free policy statement; and b. Will agree to abide by the terms of the company’s statement as a condition of employment under this Contract.
4. Failure to comply with these requirements may result in suspension of payments under the Contract or termination of the Contract or both, and the Contractor may be ineligible for award of any future County Contracts if the County determines that any of the following has occurred:
5. The Contractor has made false certification, or
6. The Contractor violates the certification by failing to carry out the requirements as noted above.
17. Emergency/Declared Disaster Requirements: In the event of an emergency or if Orange County is declared a disaster area by the County, state or federal government, this Contract may be subjected to unusual usage. The Contractor shall service the County during such an emergency or declared disaster under the same terms and conditions that apply during non -emergency/disaster conditions. The pricing quoted by the Contractor shall apply to serving the County’s needs regardless of the circumstances. If the Contractor is unable to supply the goods/services under the terms of the Contract, then the Contractor shall provide proof of such disruption and a copy of the invoice for the goods/services from the Contractor’s supplier(s). Additional profit margin as a result of supplying goods/services during an emergency or a declared disaster shall not be permitted. In the event of an emergency or declared disaster, emergency purchase order numbers will be assigned. All applicable invoice s from the Contractor shall show both the emergency purchase order number and the Contract number.
18. Equal Employment Opportunity : Contractor shall comply with U.S. Executive Order 11246 entitled, “Equal Employment Opportunity” as amended by Executive Order 11375 and as supplemented in Department of Labor regulations (41 CFR, Part 60) and applicable state of California regulations as may now exist or be amended in the future. The Contractor shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, ancestry, religion, sex, marital status, political affiliation or physical or mental condition.
Regarding handicapped persons, the Contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qua lified. The Contractor agrees to provide equal opportunity to handicapped persons in employment or in advancement in employment or otherwise treat qualified handicapped individuals without discrimination based upon their physical DocuSign Envelope ID: A6359807-8CCC-4929-A84D-3E78BA5B07A7 County of Orange Page 13 of 21 RCA-017-017-21010004
County Procurement Office File No C028814 Carahsoft Technology Corporation or mental handicaps in al l employment practices such as the following: employment, upgrading, promotions, transfers, recruitments, advertising, layoffs, terminations, rate of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to comply with the provisions of Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, pertaining to prohibition of discrimination against qualified handicapped persons in all programs and/or activities as detailed in regulations signed by the Secretary of the Department of Health and Human Services effective June 3, 1977, and found in the Federal Register, Volume 42, No. 68 dated May 4, 1977, as may now exist or be amended in the future.
Regarding Americans with disabilities, Contractor agrees to comply with applicable provisions of Title 1 of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future.
19. Gratuities: Contractor warrants that no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the County with a view toward securing the Contract or securing favorable treatment with respect to any deter minations concerning the performance of the Contract. For breach or violation of this warranty, the County shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the County in procuring on the open market any goods or services which the Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the County provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract.
20. Lobbying: On the best information and belief, Contractor certifies no federal appropriated funds have been paid or will be paid by, or on behalf of, the Contractor to any person influencing or attempting to influence an officer or employee of Congress; or an employee of a member of Congress in connection with the awarding of any federal contract, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.
21. News/Information Release :
Contractor agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news relea ses from the County through the County’s Project manager.
22. Notices: Any and all notices, requests, demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing, except through the course of the parties’ project managers’ routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in-person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate party at the address stated herein or such other address as the parties hereto may designate by written notice from time to time in the manner aforesaid.
Contractor: Carahsoft Technology Corporation
Attn: Alex Cord, Account Manager
1860 Michael Faraday Drive, Suite 100
Reston, VA 20190
Phone: (703) 230-7536
Email: [email protected]
County: County of Orange
Attn: Yarida Guzman, Deputy Purchasing Agent
1300 S. Grand Avenue
Santa Ana, CA 92705
Phone: (714) 567-7368
Email: [email protected]
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23. Order Dates: Orders may be placed during the term of the Contract even if delivery may not be made until after the term of the contract. Order dates take precedence over delivery dates.
Contractor must clearly identify the order date on all invoices to County.
24. Ownership of Documents: County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Contractor. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remain the sole property of the County and may be used by the County as it m ay require without additional cost to the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the County.
25. Precedence: The Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict between or among the Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in t he recitals and articles of this Contract, and then the exhibits and attachments.
26. Price Increase/Decreases: No price increases will be permitted during the first period of the Contract. The County requires documented proof of cost increases on Contracts prior to any price adjustment. A minimum of 30-days advance notice in writing is required to secure such adjustment.
No retroactive price adjustments will be considered. All price decreases will automatically be extended to the County of Orange. The County may enforce, negotiate, or cancel escalating price Contracts or take any other action it deems appropr iate, as it sees fit. The net dollar amount of profit will remain firm during the period of the Contract. Adjustments increasing the Contractor’s profit will not be allowed.
27. Promotional/Advertisement: County owns all rights to the name, trademarks, logos and symbols of County. The use and/or reproduction of County’s name, trademark, logo and/or symbols for any purpose, including commercial advertisement, promotional purposes, announcements, displays or press releases, without County’s express prior written consent is expressly prohibited. No use or reproduction may state or imply that County endorses Contractor’s services.
28. Reports/Meetings: The Contractor shall develop reports and any other relevant documents necessary to complete the services and requirements as set forth in this contract. The County’s project manager and the Contractor’s project manager will meet on reasonable notice to discuss the Contractor’s performance and progress under this contract. If requested, the Contractor ’s project manager and other project personnel shall attend all meetings. The Contractor shall provide such information that is requested by the County for the purpose of monitoring progress under this Contract.
29. Security – Youth Detention Facilities/Sheriff’s Facilities:
Background checks:
All Contractor personnel to be employed in performance of work under this Contract shall be subject to background checks and clearance prior to working in a youth detention facility or a Sheriff’s facility. The Contractor shall prepare and submit an information form to the County’s project manager for all persons who will be working or who will need access to the facility. These information forms shall be submitted at least five County working days prior to the start of work on the Contract or prior to the use of any person subsequent to the contractor’s start of work. These information forms will be provided by the County’s project manager upon request and will be screened by the County’s Probation Department and/or Sheriff’s Department. These information forms shall be thorough, accurate, and complete. Omissions or false statements, regardless of the nature or magnitude, may be grounds for denying clearance. No person shall be employed under this Contract who has not received prior clearance from the Probation and/or Sheriff’s Department.
Neither the County, the Probation Department, nor the Sheriff’s Department need give a reason clearance is denied.
Performance Requirements:
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County Procurement Office File No C028814 Carahsoft Technology Corporation All Contractor’s vehicles parked on site shall be locked and thoroughly secured at all times. All tools and materials shall remain in contractor’s possession at all times and shall never be left unattended. All lost or misplaced tools or materials shall be reported immediately to the security staff or Control in youth detention facilities or to the escort or Control in the Sheriff’s facilities.
All materials, large or small, from removal operations or flew construction (especially those materials that could be used to inflict injury, such as nails, wire, wood, etc.) shall be continuously cleaned up as work progresses. All work areas shall be secured prior to the end of each work period. Workers shall have no contact, either verbal or physical, with inmates in the facilities.
Contractor’s employees shall NOT:
1. Give names or addresses to inmates;
2. Receive any names or addresses from inmates (including materials to be passed to another individual or inmate);
3. Disclose the identity of any inmate to anyone outside the facility;
4. Give any materials to inmates; or
5. Receive any materials from inmates (including materials to be passed to another individual or inmate).
Failure to comply with these requirements is a criminal act and can result in prosecution.
Contractor’s employees shall not smoke or use profanity or other inappropriate language while on site. Contractor’s employees shall not enter the facility while under the influence of alcohol, drugs or other intoxicants and shall not have such materials in their possession. Contractor’s employees shall plan their activities to minimize the number of times they must enter and exit a facility. They should transport all tools, equipment and materials needed for the day at the start of the work period and restrict all breaks to the absolute minimum.
Contractor’s personnel shall:
1. Comply with the written schedule provided by the County which shall clearly show the specific start and end times for each work day;
2. Arrive at the site no more than 15 minutes prior to the scheduled time or no more than 15 minutes after the scheduled time; and
3. Report to the control desk upon arrival at the job site.
Control will ensure that the work area is clear and ready for work to begin. If a Contractor’s employee is delayed or cancellation is necessary, the designated on-site coordinator or the County’s project manager should be contacted immediately. Repeat problems will be grounds for remedial action which may include Contract termination.
30. Substitutions: The Contrac tor is required to meet all specifications and requirements contained herein. No substitutions will be accepted without prior County written approval.
31. Usage: No guarantee is given by the County to the Contractor regarding usage of this Contract.
Usage figures, if provided, are approximations. The Contractor agrees to supply services and/or commodities requested, as needed by the County of Orange, at rates/prices listed in the Contract, regardless of quantity requested.
32. Usage Reports: The Contractor shall submit usage reports on an annual basis to the assigned Deputy Purchasing Agent of the County of Orange user agency/department. The usage report shall be in a format specified by the user agency/department and shall be submitted 90 days prior to the expiration date of the contract term, or any subsequent renewal term, if applicable.
33. Waivers - Contract:
The failure of the County in any one or more instances to in sist upon strict performance of any of the terms of this contract or to exercise any option contained herein shall not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such terms or option on any future occasion.
SIGNATURE PAGE TO FOLLOW
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County Procurement Office File No C028814 Carahsoft Technology Corporation
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the dates shown opposite their respective signatures below.
CARAHSOFT TECHNOLOGY CORPORATION
*Pursuant to California Corporation Code Section 313, if the Contracting Party is a Corporation, (2) two signatures are required: one (1) signature by the Chairman of the Board, the President or any Vice President, and one (1) signature by the Secretary, any Assistant Secretary, the Chief Financial Officer of any Assistant Treasurer. In the Alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signatory to bind the corporation.
Print Name Title
Signature Date
Print Name Title
Signature Date
************************************************************************************* COUNTY OF ORANGE, a political subdivision of the State of California
Print Name Title
Signature Date
*************************************************************************************
DocuSign Envelope ID: A6359807-8CCC-4929-A84D-3E78BA5B07A7 Vice President
3/23/2021
Robert Moore
Jillian Szczepanek
3/23/2021
Controller
Deputy Purchasing AgentYarida Guzman
3/23/2021
County of Orange Page 17 of 21 RCA-017-017-21010004
County Procurement Office File No C028814 Carahsoft Technology Corporation
ATTACHMENT A
SCOPE OF WORK
1. BACKGROUND
The County of Orange is comprised of 2 2 Departments and over 1 8,000 employees located throughout the County. The County’s core businesses are public safety, public health, environmental protection, regional planning, public assistance, social services and aviation.
Contractor is to provide software solutions and services to the County in accordance with the software solutions and services un der the Region 4 /OMNIA Contract #R191902, including Attachment A- Scope of Work . During t he Contract term, Contractor shall be responsible to provide quotes as expeditious as needed. Any quote is provided on as needed basis.
2. CONTRACT GENERAL REQUIREMENTS:
2.1. Contractor is to provide County with Software Solutions and Services in accordance with the Region 4/OMNIA Contract #R191902, including Attachment A-Scope of Work.
2.2. Contractor shall provide quotes for products and/or services being of fered under the Region 4/OMNIA Contract #R191902. All quotes shall reference and be in accordance with pricing in the Region 4/OMNIA Contract #R191902.
2.3. Contractor shall provide a support team that consists of experienced, knowledgeable and well- trained personnel to answer all County inquires, questions and quote requests in a timely manner.
2.4. Contractor’s trainings offered under the Region 4/OMNIA Contract #R191902 shall be extended to County of Orange staff under the same terms and conditions , including, but not limited to: virtual trainings for County users, on -demand eLearning training, custom training video development and certification courses at the rates set forth in the Region 4/OMNIA Contract #R191902. Training dates, locations, and times shall be scheduled and requested by each County’s Site Coordinator as needed.
2.5. Contractor shall provide a copy of an updated price list approved by Region 4/OMNIA Contract #191902 up to once a year. Approval of revised price list requires County approval.
3. QUOTES:
3.1. Departments shall contact Contractor’s Account Manager Specialist for all quotes or inquiries.
Contractor’s Account Manager Specialist may re-direct any query or question to another team member that is a subject matter expert in the matter for further assistance.
3.2. Contractor shall receive an oral and/or written request from County with specifications and/or a scope and requirements for software solutions and services desired for quoting. All quoted products/services must be covered under the Region 4/OMNIA Contract #R191902.
3.3. Contractor shall provide direct quotes for all software solutions and services as per the Region 4/OMNIA Contract #R191902. County shall not accept third-party quotes.
If Contractor is unable to provide a quote for software or services requested, County reserves the right to obtain proposals/quotes from other alternate sources for the acquisition of software and/or services.
4. ORDERS:
4.1. Contractor must obtain either a one -time Purchase Order for commodity purchases and/or a signed Contract for any service prior to accepting the order.
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4.2. Departments shall provide a delivery addre ss with all orders for product delivery and/or invoicing. If electronic delivery, County shall provide electronic deliver y instructions, including email address.
4.3. Software License Agreement Purchases Only: Departments must place an order for software prior to the expiration or termination of this Contract , but the term of the software license agreement may extend up to one year beyond the then-current expiration date of this Contract.
Notwithstanding the expiration or earlier termination of this Contract, the terms and conditions of this Contract shall remain in full force and effect as it applies to the order of such software license agreement and shall continue in effect for the duration of the software license agreement. Contractor agrees to perform in accordance with the terms and conditions of this Contract for the duration of the software license agreement term.
4.3.1. Contractor must submit invoices for all Purchase Orders for software license agreements prior to the expiration or termination of this Contract.
4.3.2. This Paragraph 4.3 does not impact the term of the Contract. Subordinate Agreements, and PO/CT’s issued against the County Regional Cooperative Agreement must co- terminate with the County RCA contract end dates.
4.3.3. For purposes of this Paragraph 4.3, “Softwa re License Agreement” shall involve agreements that govern the County’s right to install one or more copies of a particular software on the County’s i nformation technology infrastructure with the County generally retaining control of any County data the software stores and processes. Such agreements are generally referred to as End User License Agreements or Enterprise Agreements. “Software License Agreement” does not include agreements that use the internet or other telecommunications links to provide on- demand, self-service access to software or other technology resources (e.g., networks, servers, storage applications and services) available from a remote location and, frequently, to store County data on the remote system. Such agreements are generally referred to as Software-as-a-Service (SaaS), Infrastructure -as-a-Service (IaaS), and Platform -as-a-Service (PaaS) and involve remote access to software rather than the installation of software copies on the County’s information technology infrastructure.
5. E-DELIVERIES:
5.1. Most Software purchases are available for electronic delivery; unless there is a service component or other arrangements are made between Contractor and County. Contractor will send an email to the requesting Party to confirm order, which will need to be accepted accordingly. Any terms linked to the email are not applicable to this Contract - Any provision or unilateral terms that Contractor may issue , irrespective of whether a ny such provisions or terms may be affixed to or accompany the goods and/or services being purchased, are not valid or binding on County unless authorized by County in writing in an amendment to this Contract.
5.2. When software is available for electronic delivery, County shall include the following language on the purchase order under the extended description:
All Products Purchased under this agreement are available via Electronic Distribution only.
No tangible media or documentation will be a vailable or shipped under this agreement.
Access to the products purchased under this agreement is in no way dependent upon any tangible media that may have been received prior to, or separately from, this agreement.
To support the California sales and us e tax exempt status of electronically downloaded software allowed under California regulation 1502 (F) (1) (D), vendor invoices for all purchases made under this agreement must accurately state that software distribution is solely via electronic download and that no tangible media or documentation will be shipped to or received by our agency.
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County Procurement Office File No C028814 Carahsoft Technology Corporation
ATTACHMENT B
COMPENSATION, FEES AND PAYMENT
1. COMPENSATION: This is a fixed fee price Contract between the County and Contractor for goods/services as provided under the Region 4/OMNIA Contract #R191902 Price List.
The Contractor agrees to accept the specified compensation as set forth in this Contract as full payment for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encoun tered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Contractor of all its duties and obligations hereunder. The Contractor shall only be compensated as set forth herein for work performed in accordance with the Scope of Work.
County shall have no obligation to pay any sum in excess of the fixed rates specified herein unless authorized by amendment in accordance with Articles C of the County Contract Terms and Conditions.
2. FEES: Contractor shall provide pricing according to the Region 4/OMNIA Contract #R191902 price list, that may be updated and approved by Region 4/OMNIA and County prior to upload.
3. CONTRACTOR’S EXPENSE: The Contractor will be responsible for all costs related to photo copying, telephone communications and fax communications while on County sites during the performance of work and services under this Contract.
4. PAYMENT TERM: Invoices are to be submitted to the user agency/department to the ship- to address, unless otherwise directed in this Contract. Vendor shall reference Contract number on invoice. Payment will be net 30 days after receipt of an invoice in a format acceptable to the County of Orange and verified and approved by the agency/department and subject to routine processing requirements. The responsibility for providing an acceptable invoice rests with the Contractor.
Billing shall cover services and/or goods not previously invoiced. The Contractor shall reimburse the County of Orange for any monies paid to the Contractor for goods or services not provided or when goods or services do not meet the Contract requirements.
Payments made by the County shall not preclude the right of the County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the goods or services.
5. REFUNDS/ADVANCE PAYMENT: a) Payment may be made in advance, after acceptance by the County, b) Should the contract be terminated prior to the expiration date by the Contractor or by the County for cause – to include failure to deliver services as promised, Contractor shall promptly refund to County one-twelfth (1/12) of the annual fee paid in advance, for the terminated services for each month remaining in the Contract period, which shall be computed based upon the date of written of termination.
6. TAXPAYER ID NUMBER: The Contractor shall include its taxpayer ID number on all invoices submitted to the County for payment to ensure compliance with IRS requirements and to expedite payment processing.
7. PAYMENT - INVOICING
INSTRUCTIONS: Contractor will provide an invoice on the Contractor’s letterhead for goods delivered and/or services rendered. In the case of goods, the Contractor will leave an invoice with each delivery. Each invoice will have a number and will include the following information:
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County Procurement Office File No C028814 Carahsoft Technology Corporation
1. Contractor’s name and address
2. Contractor’s remittance address, if different from 1 above
3. Name of County Agency/Department
4. Delivery/service address
5. Master Agreement (MA) or Purchase Order (PO) number
6. Date of order
7. Product/service description, quantity, and prices
8. Sales tax, if applicable
9. Freight/delivery charges, if applicable
10. Total
Invoices and support documentation are to be forwarded as indicated on each PO/CT Document or Subordinate Contract.
8. ELECTRONIC FUNDS TRANSFER(EFT): County of Orange offers contractors the option of receiving payment directly to their bank account via an Electronic Fund Transfer (EFT) process in lieu of a check payment. Payment made via EFT will also receive an Electronic Remittance Advice with the payment details via e-mail. An e-mail address will need to be provided to the County of Orange via an EFT Authorization F orm. To request a form, please contact , Auditor-Controller- Compliance Vendor Administration via e-mail at [email protected].
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County Procurement Office File No C028814 Carahsoft Technology Corporation
ATTACHMENT C
REGION 4 EDUCATION CENTER AND OMNIA PARTNERS CONTRACT #R191902 (Attached by this reference)
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