EXHIBIT 10.43
CONTRACT BN40790
for Implementation of Oracle Software Accounts Receivable and Order Entry
Modules between THE KING COUNTY DEPARTMENT OF METROPOLITAN SERVICES and ARIS
CORPORATION
Contract Date: To be effective date of accepting signature
This Contract is between the King County Department of Metropolitan Services
(Metro), a home rule charter county of the State of Washington, and Applied
Relational Information Systems (ARIS) Corporation (Contractor), a Washington
State Corporation.
The parties hereby agree to the following terms and conditions effective on the
date of acceptance.
ARIS CORPORATION
CONTRACT BN40790
TABLE OF CONTENTS
1. INTRODUCTION 1
1.1. Purpose of Contract 1
1.2. Price 1
1.3. Conflicts of Interest - Former Employees 1
1.4. Utilization of Minority and Women Businesses 2
2. CONTRACT EXECUTION AND ADMINISTRATION 4
2.1. Contract Term 4
2.2. Contract Award 4
2.3. Contract Value
2.4. Official Notification Address 4
3. GENERAL TERMS AND CONDITIONS 6
3.1. Definition of Words and Terms 6
3 2. Administration 9
3.3. Contract Documents and Precedence 9
3.4. Change Orders 9
3.5. Termination for Convenience/Cause 10
3.5.1. Termination for Convenience 10
3.5.2. Termination for Default 10
3.6. Force Majeure 11
3.7. Payment 11
3.8. Payment Procedures 12
3.9. Additional Work 12
3.10. Work and Materials Omitted 12
3.11. Technical Services 13
3.12. Other Direct Costs 13
3.13. Charges to Contractor 14
3.14. Washington State Sales Tax 14
3.15. Taxes, Licenses, and Certificate Requirements 14
3.16. Warranty Error! Bookmark not defined.
3.17. No Waiver of Warranties and Contract Rights 15
3.18. Assignment 15
3.19. Indemnification 15
3.20. Applicable Law and Forum 15
3.21. Price Warranty 16
3.22. Equal Employment Opportunity Requirements 15
3.23. Conflicts of Interest and Noncompetitive Practices 16
3.23.1. Conflict of Interest 16
3.23.2. Contingent Fees and Gratuities 16
3.24. Disputes, Claims and Appeals 17
3.25. Patents and Royalties 18
3.26. Retention of Records and Audit Access 18
3.26.1. Proof of Compliance with contract 18
3.26.2. Retention of Records 18
3.26.3. Audit Access 19
4. INSURANCE REQUIREMENTS 20
4.1. Evidences and Cancellation of Insurance 20
4.2. Insurance Requirements 20
4.3. Worker's Compensation 22
5. IMPLEMENTATION PROCEDURES 23
5.0. Installation of Test Software 23
5.0.1. Installation of Demo database 23
5.0.2 Installation of Development database 23
5.1. Implementation Procedures 23
5.1.1. 23
5.1.2. 23
5.1.3. Conversion of data 23
5.1.4. Modifications/Interfaces 24
5.1.5. Training 25
5.2. Production Installation 25
5.3. System Acceptance 25
ATTACHMENTS
A. Technical Services Rate Schedule
B. Sworn Statement Regarding Equal Employment Opportunity
C. Sworn Statement Regarding Minority and Women Business Enterprise Commitment
D. Former Metro or Municipality Employee Disclosure Form
E. Accounts Receivable - Order Entry Implementation Project Plan
F. Agreement
1. Introduction
1.1. Purpose of Contract
This contract is intended to provide the King County Department of Metropolitan
Services (hereinafter "King County") with the installation, implementation,
training and support from ARIS Corp.(hereinafter "Contractor") necessary for
implementation of Oracle Accounts Receivable and Order Entry (AR/OE) modules for
the Finance Department to provide business support for the following Metro
activities:
General Accounts Receivable
Capacity Charge Accounts Receivable
Warranty Accounts Receivable
Transit Pass Sales
The type of business support required by each of these activities is further
described in the accompanying document "Metro Accounts Receivable/Order Entry
Alternatives Analysis Final Project Report". Preliminary investigation indicates
that this support will also require use of the already-installed Inventory and
Purchasing applications.
The Consultant is expected to provide Oracle system expertise, Accounts
Receivable, Order Entry, Inventory and Purchasing system expertise.
1.2. Price
Attachment A - "Technical Services Rate Schedule" includes the pricing for the
services and products required to implement the Oracle AR/OK Modules. King
County is exempt from Federal Excise taxes. Washington State sales tax shall be
paid by King County and is not included in the prices.
1.3. Conflicts of Interest - Current or Former Employees
The county seeks to eliminate and avoid actual or perceived conflicts of
interest and unethical conduct by current and former County employees in
transactions with the County. Consistent with this policy, no current or former
County employee may contract with, influence, advocate, advise, or consult with
a third party about a County transaction, or assist with the preparation of bids
submitted to the County while employed by the County or within one year after
leaving the County's employment, if he/she was substantially involved in
determining the work to be done or process to be followed while a County
employee.
All contractors, proposers, venders, consultants or contractors who anticipate
contracting with the County must identify at the time of offer, such current or
former County employees involved in preparation of
bids/proposals or the anticipated performance of the work or services if awarded
the contract. This information should be included in Attachment D - "Current or
Former County Employee Disclosure Form". Failure to identify former County
employees involved in this transaction may result in the County's denying or
terminating this contract. In addition, after award, the contractor is
responsible for notifying the County's project manager of current or former
County employees who may become involved in the contract any time during the
term of the contract. This paragraph is applicable to former Municipality of
Metropolitan Seattle ("Metro") employees.
1.4. Minority and Women Business Enterprise (M/WBE) Requirements 1
As set forth in King County Ordinance 11032, it is the County's policy that
minority and women business enterprises (M/WBEs) shall have the maximum
practicable opportunity to participate in the performance of contracts for the
County. In this regard, the contractor shall take all necessary and reasonable
steps to ensure that M/WBEs have the maximum opportunity to participate in the
performance of subcontracts and agreements hereunder. The contractor shall not
discriminate or tolerate harassment or abuse on the basis of creed, race,
religion, color, sex, sexual orientation, age, national origins or the presence
of any sensory, mental or physical disability in the award and performance of
such contracts and subcontracts.
An M/WBE is any firm certified as such at the date and time of bid by the
Washington State Office of Minority and Women's Business Enterprise (OMWBE).
The County recognizes there may be few contracting opportunities for M/WBEs
involved in performance under this Contract and therefore has not established
M/WBE participation goals. If the contractor subcontracts any work under a
contract awarded pursuant to this Contract, the contractor shall make
affirmative efforts to solicit and use M/WBEs.
Affirmative efforts shall include, at a minimum, that the contractor take the
following steps prior to entering into any subcontracts:
A. Contact the County's Minority/Women Business Enterprise Office to
explain the work to be subcontracted and to obtain a listing of M/WBEs which may
be interested in performing such subcontract work;
B. Solicit bids from such M/WBEs; and
C. Award subcontracts to such M/WBEs which provide reasonable bids.
The contractor shall complete and submit as part of its bid the Sworn Statement
Regarding Minority and Women Business Enterprise Commitment set forth in
Attachment C. Failure to complete and submit such sworn statement shall render
the bid non-responsive.
Failure to comply with the M/WBE requirements will be grounds for contract
termination. If the contractor subcontracts work hereunder and fails to comply
with the M/WBE participation requirements set forth herein, then the County may
declare a breach of contract and avail itself of all remedies under this
contract and by law on account of such breach.
2. Contract Execution and Administration
2.1 Contract Term
The term of this contract shall be until 30 April 1997, commencing on the date
of the final acceptance signature on Attachment F. Performance will be completed
in accordance with the schedule contained in Attachment E "Accounts Receivable -
Order Entry Implementation Project Plan." The period for performance and
contract term may be extended by change order. During extension periods, all
terms and conditions of this contract shall remain in effect except those
amended for the extension period.
2.2. Contract Award
Contract award is contingent upon receipt of the required Insurance Certificate,
Sworn Statement Regarding Equal Employment Opportunity and the signed Agreement
Form. After contract award orders will be placed by King County Procurement
Management at the prices established in Attachment A.
2.3. Contract Value
The contract value will be established by a purchase order issued concurrently
with this contract. Subsequent purchase orders may be issued citing this
contract number and modifying the funds, contract terms and/or work to be
performed.
2.4 Official Notification Address
Any notice required or permitted to be given hereunder shall be deemed to have
been given when received by the party to whom it is directed by personal
service, hand delivery, or mail delivery as follows:
KING COUNTY CONTACTS
Accounts Receivable Order Entry Contract
Contract Administrator Contract Administrator Specialist
Xxxx Xxxxxx Xxxx Xxxx Xxx Xxxxx
King County King County King County Dept.
000 Xxxxxx Xxx. MS 170 000 Xxxxxx Xxx. MS 170 of Metropolitan
Seattle,WA 98104 Xxxxxxx, XX 00000 Services
Telephone: (000) 000-0000 Telephone: (000) 000-0000 000 Xxxxxx Xxx. MS 71
FAX: (000) 000-0000 FAX: (000) 000-0000 Xxxxxxx, XX 00000
Telephone: (000) 000-0000 FAX: (000) 000-0000
ARIS CORPORATION CONTACT
Mr. John Song
Director, Business Development
Fort Dent One, Suite 150
0000 Xxxx Xxxx Xxx, Xxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
FAX: (000) 000-0000
3. General Terms and Conditions
3.1. Definition of Words and Terms
Where used in the contract documents, the following words and terms shall have
the meanings indicated.
Acceptance Formal action of King County in determining that the
Contractor's work has been completed in accordance with the
contract.
Act of Nature A cataclysmic phenomenon of nature, such as an earthquake, flood
or cyclone.
Change Order Written order issued by King County, with or without notice to
sureties, making changes in the work within the scope of this
contract.
Contract or The writings and drawings embodying the legally binding
Contract obligations between King County and the Contractor for
Documents completion of the services or work under the Contract.
Contract Individual appointed by King County who assists the Contract
Specialist Specialist with documentation, file maintenance, audits, vendor
evaluations and who approves orders, receipts and invoices.
Contract Term The period and time during which the Contractor shall perform
the services or work under the contract.
Contract Price Amount payable to the Contractor under the terms and conditions
of the contract for the satisfactory performance of the services
under the contract.
Contract Individual appointed by King County to resolve and negotiate
Specialist contractual issues arising under this contract.
Contract Time Number of calendar days and/or the intermediate and final
completion dates stated in the contract documents for the
completion of the work specified herein.
Contractor's The individual designated in writing by the Contractor to act on
Representative its behalf under this contract.
Contractor The individual, association, partnership, firm, company,
corporation; or combination thereof, including joint ventures,
contracting with King County for the performance of services or
work under the contract.
Council The King County Council - the governing body of King County.
Day Calendar day.
Department of King County and the Municipal of Metropolitan Seattle were
Metropolitan merged into a new organization called Metropolitan King County,
Services effective January 1,1994. Metro is now the King County
Department of Metropolitan Services.
Direct Action of King County by which the Contractor is ordered to
perform or refrain from performing service work under the
contract.
Directive Written documentation of the actions of King County in directing
the Contractor.
Interface Data exchange with software or systems outside the Oracle
environment.
May Refers to permissive actions.
Month The period commencing on the first day of a calendar month and
ending on the first day of the next succeeding calendar month.
Person Includes individuals, associations, firms, companies,
corporations, partnerships, and joint ventures.
Project Manager For this contract, the technical functions of Project Management
will be performed by an individual appointed by ARIS Corp. and
approved by King County.
Proposed Work A written document issued by the contract specialist or his/her
Change designee or PWC to the Contractor; identifying contemplated
changes in the work and requesting a price estimate from the
Contractor; such a document shall not be interpreted or
construed to constitute a change order.
Provide Furnish without additional charge.
Purchasing The individual representing King County authorized to enter into
Agent a contract.
RCW The Revised Code of Washington.
Reference Reports, specifications, and drawings which are available to
Documents Contractors for information and reference in preparing proposals
but not as part of this contract.
Requirements See Specifications.
Requisition A document issued by King County after contract award which will
authorize delivery of software or other products, performance of
a software modification, or performance of technical service.
Shall or Will Whenever used to stipulate anything, shall or will means
mandatory by either the Contractor or King County, as
applicable, and
means that the Contractor or King County, as applicable, has
thereby entered into a covenant with the other party to do or
per form the same.
Software All application and utility programs required to perform
computerized tasks
Specifications Written descriptions of services to be performed or of the
or Technical technical requirements to be fulfilled under this contract.
Specifications
Specify Refers to information described, shown, noted, indicated or
presented in any manner in any part of the contract.
Submittals Information which is submitted by the Contractor to the Contract
Specialists in accordance with the technical specifications.
Subsection For reference or citation purposes, subsection shall refer to
the paragraph, or paragraphs, called out by section and
alphanumeric designator. For example, this definition is found
in subsection 3-1.
WAC Means the state of Washington Administrative Code.
Work Means and includes anything and everything to be done and
provided for the execution, completion and fulfillment of the
contract.
3.2. Administration
This Contract will be between King County and the Contractor who will be
responsible for performing all work and services described herein. King County
is not party to defining the relationship or agreement between the Contractor
and Contractor's subcontractors, if any.
The Contractor represents that it has or will obtain all personnel and equipment
required to perform the services hereunder. The Contractor's personnel shall not
be employees of King County. The Contractor will promptly pay all subcontractors
and suppliers as required under law.
The Contractor's performance under this contract will be monitored and reviewed
by Contract Specialists appointed by King County. The Contractor's required
reports and data shall be delivered to the Contract Specialists. Questions by
the Contractor regarding interpretation of the terms, provisions and
requirements of this contract shall be addressed to the Contract Specialists for
response.
3.3. Contract Documents and Precedence
The documents constituting the contract between King County and the Contractor
are intended to be complementary so that what is required by any one of them
shall be as binding as if called for by all of them. In the event of any
conflicting provisions or requirements within the several parts of the Contract
Documents, they shall take precedence in the following order Change Orders, the
Contract, and finally the Accounts Receivable Order Entry Implementation Project
Plan dated August 18,1995.
3.4. Change Orders
The contract specialist may, at any time, without notice to the sureties, by
written order, make any change in the work within the scope of this contract. No
oral order or conduct by the County will constitute a change order unless
confirmed in writing by the County.
If any change order causes an increase or decrease in the cost of, or the time
required for, performance of any part of the work under this contract, the
contract specialist shall make an equitable adjustment in the contract price,
the delivery schedule, or both, and shall modify the contract.
The contractor must assert its right to an adjustment under this clause within
five calendar days after receipt of a written change order from the County. Upon
request from the contractor, the County may extend the five day period. The
request for equitable adjustment must be in writing and state the general nature
and monetary extent of the claim. The County may require additional supporting
documents and analysis to determine the validity of the claim.
No claim by the contractor for an equitable adjustment hereunder will be allowed
if asserted after final payment under this contract. No claim will be allowed
for any costs incurred more than ten days before the contractor gives written
notice, as required in this section.
All change orders shall be implemented in accordance with the Minority/Women
Business Enterprise (M/WBE) compliance provisions herein.
3.5. Termination for Convenience/Cause
3.5.1. Termination for Convenience
The County for its convenience may terminate this contract, in whole or in part,
at any time by written notice sent certified mail, return receipt requested, to
the contractor. After receipt of a Notice of Termination, and except as directed
by the contract specialist, the contractor shall immediately stop work as
directed in the Notice, and comply with all other requirements in the Notice.
The contractor shall be paid its costs, including necessary and reasonable
contract close-out costs and profit on that portion of the work satisfactorily
performed up to the date of termination as specified in the notice. The
contractor shall promptly submit its request for the termination payment,
together with detailed supporting documentation. If the contractor has any
property in its possession belonging to the County, the contractor will account
for the same and dispose of it in the manner the County directs.
3.5.2. Termination for Default
In addition to termination for convenience, if the contractor does not deliver
supplies in accordance with the contract delivery schedule, or if the contract
is for services and the contractor fails to perform in the manner called for in
the contract, or if the contractor fails to comply with any other material
provisions of the contract, the County may terminate this contract, in whole or
in part, for default. Termination shall be effected by serving a Notice of
Termination by certified mail (return receipt requested) on the contractor
setting forth the manner in which the contractor is in default and the effective
date of termination; provided, that contractor shall have ten calendar days to
cure the default. The contractor will only be paid for goods delivered and
accepted, or services performed in accordance with the manner of performance set
forth in the contract less any damages to the County caused by such default.
If this contract is terminated, the rights, duties, and obligations of the
parties, including compensation to the contractor, shall be determined in
accordance with Part 49 of the Federal Acquisition Regulation in effect on the
date of this contract. The termination of this contract shall in no way relieve
the contractor from any of its obligations under this contract nor limit the
rights and remedies of the County hereunder in any manner.
3.5.3. Termination for Non-Appropriation
This contract may be canceled at the end of the then current fiscal period for
non-appropriation of funds by the King Countv Council, pursuant to KCC 4.04.040.
Such cancellation shall be upon thirty (30) days written notice to the
contractor. King County's fiscal period ends December 31 of each year. If the
contract is terminated as provided in this subsection:
1. The County will be liable only for payment in accordance with the terms of
this contract for services rendered prior to the effective date of termination;
and
2. The contractor shall be released from any obligation to provide further
services pursuant to the contract as are affected by the termination.
Funding under this contract beyond the current appropriation year is conditional
upon the appropriation by the County Council of sufficient funds to support the
activities described in this contract. Should such an appropriation not be
approved, the contract will terminate at the close of the current appropriation
year.
3.6. Force Majeure
If either Buyer or Seller is rendered unable, wholly or in part, by act of
Nature or any other cause not reasonably within such party's control to perform
or comply with any obligation or condition of this Agreement, upon giving notice
and reasonably full particulars to the other party, such obligation or condition
shall be suspended during the continuance of the inability so caused, and such
party shall be relieved of liability and shall suffer no prejudice for failure
to perform the same during such period provided obligations to make payments
then due for delivered goods or services hereunder shall not be suspended, and
the cause of suspension (other than strikes or lockouts) shall be remedied with
reasonable dispatch. The term "force majeure" shall include without limitation
by the following enumeration, acts of Nature, acts of civil or military
authorities, fire, accidents, shutdowns for purpose of emergency repairs,
strikes, and any other industrial, civil or public disturbances, causing the
inability of Contractor to provide the goods or services hereunder.
In the event of force majeure as described herein, the parties shall be excused
from performance of the Agreement only for the time and to the extent reasonably
necessary to restore normal operations as
required by this Agreement. In the event Contractor ceases to be excused
pursuant to this provision, then King County shall be entitled to exercise any
remedies otherwise provided for in this Agreement, including the termination for
Default.
3.7. Payment
Invoices with supporting documentation as appropriate will be submitted by the
Contractor for material and/or services provided to:
King County
Accounts Payable, MS 75
Exchange Building
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
IMPORTANT - The Contractor will invoice twice a month, indicating the hours
worked for each person for each module. The invoice will include a progress
report and status of the project. All invoices must include the following
information contract number, date of invoice, invoice number, and total price
for invoice. Failure to comply with this requirement may delay payment.
3.8. Payment Procedures
Within thirty (30) days after receipt of an approved invoice, on the basis set
forth in the Contract, King County will pay the Contractor for authorized
materials and/or services satisfactorily delivered or performed. Acceptance of
such payment by the Contractor shall constitute full compensation for all
supervision, labor, supplies, materials, work, equipment and the use thereof,
and for all other necessary expenses, incurred by the Contractor.
3.9. Additional Work
Additional work means the furnishing of materials or equipment and/or the doing
of work not directly or by implication called for by the contract. If the
country requires additional work, it may direct the Contractor in writing to do
the extra work at unit prices set forth in the contract (if any), or it may
direct the Contractor to do the additional work at a mutually agreed-upon lump
sum or mutually agreed upon unit prices. Performance of additional work without
the prior express written consent of King County shall be at the Contractor's
sole expense.
3.10. Work and Materials Omitted
The Contractor shall, when ordered in writing by King County, omit work,
services and material to be furnished under the contract. The value of the
omitted work and material will be deducted from the contract price and the
project implementation schedule will be revised if appropriate. The value of
omitted work, services and material will be a lump sum or unit price, mutually
agreed upon in writing by the Contractor and King County. If the parties cannot
agree on an appropriate deduction, King County reserves the right to issue a
unilateral change order adjusting the price.
3.11. Technical Services
Subject to the provisions negotiated between the parties, the ISD Manager may
authorize work, services, consulting, or training to be provided by the
Contractor's staff. The amount to be paid to the Contractor shall be computed at
the agreed-to rates as set forth in this contract and hours pre-approved by the
ISD Manager. In addition to the direct labor costs, other direct costs may be
approved for compensation by the ISD Manager as set forth in this contract.
3.12. Other Direct Costs
Other direct costs, incurred through the use of the Contractor's staff for
technical services approved in advance by the ISD manager, shall be billed at
cost without markup. These costs shall include the following described costs and
expenses actually incurred by the Contractor's staff for project work:
A. The reimbursement rate paid for the operation, maintenance and depreciation
of company or individually owned vehicles for that portion of time they are used
for project work shall not exceed the rate currently in effect at King County at
the time the charges are incurred. The reimbursement rate is currently 30 cents
per mile.
B. Reimbursement for meals inclusive of tips shall not exceed the rate currently
in effect at King County at the time the charges are incurred. The reimbursement
rates are currently $8.00 for breakfast, $9.00 for lunch and $18.00 for dinner
or a maximum of $35.00 per day.
C. Accommodations shall be at a reasonably priced hotel/motel.
D. Air travel shall be by coach class at the lowest price available.
E. Cost for equipment, materials and supplies, including but not limited to
approved equipment rental; telephone, telegraph and cable expenses; reproduction
costs including blueprinting, photographing,
telecopying, mimeographing, photocopying and printing; express charges;
commercial printing, binding, artwork and models; and, computer programming and
keypunching costs.
F. Authorized subcontract services; provided that the limitations set forth in
item (A) above shall be applicable to such subcontract services.
G. Other direct costs, if any, not included above but which had prior approval
of the ISD manager.
3.13. Charges to Contractor
Charges which are the obligation of the Contractor under the terms of the
contract shall be paid by the Contractor to King County on demand and may be
deducted by King County from any money due or to become due to the Contractor
under the contract and may be recovered by King County from the Contractor or
its surety.
3.14. Washington State Sales Tax
The County will make payment directly to the State for all applicable State
sales taxes in case the contractor is not registered for payment of sales taxes
in the State of Washington. If the contractor is so registered, it shall add the
sales tax to each invoice and upon receipt of payment from the County, promptly
remit appropriate amounts to the State of Washington.
3.15. Taxes, Licenses, and Certificate Requirements
This contract and any of the services or supplies provided hereunder are
contingent and expressly conditioned upon the ability of the Contractor to
provide the specified service or supplies consistent with federal, state and
local law and regulations. If, for any reason, the Contractor's required
license(s) or certificate(s) are terminated, suspended, revoked or in any manner
modified from its status at the time this Agreement becomes effective, the
Contractor shall notify King County immediately of such condition in writing.
The Contractor shall maintain and be liable for all taxes, fees, licenses and
costs as may be required by federal, state and local laws and regulations for
the conduct of business by the Contractor and any subcontractors and shall
secure and maintain such licenses and permits as may be required to provide the
services or supplies under this contract.
3.16. Warranty
The contractor warrants the professional quality and technical adequacy of all
services provided under this contract. The contractor shall, without additional
compensation, correct or revise any errors, omissions or other deficiencies in
the services provided. This warranty shall cover any errors, omissions or other
deficiencies encountered by King County for a period of one year after
acceptance of the implementation.
3.17. No Waiver of Warranties and Contract Rights
Conducting of tests and inspections, review of specifications or plans, payment
for goods or services or acceptance by King County shall not constitute a
waiver, modification or exclusion of any express or implied warranty or any
right under this contract or by law.
3.18. Assignment
The Contractor shall not assign any interest, obligation or benefit under or in
this contract or transfer any interest in the same, whether by assignment or
novation, without prior written consent of King County. If assignment is
approved this contract shall be binding upon the inure to the benefit of the
successor parties.
3.19. Indemnification
To the maximum extent permitted by law and except to the extent caused by the
sole negligence of the County, the Contractor shall indemnify and hold harmless
King County, its officers, agents and employees, from and against any and all
suits, claims, actions, losses, costs, penalties and damages of whatsoever kind
or nature arising out of, in connection with, or incident to the goods and/or
services provided by or on behalf of the Contractor. In addition, the Contractor
shall assume the defense of King County and its officers and employees in all
legal or claim proceedings arising out of, in connection with, or incident to
such goods and/or services; shall pay all defense expenses, including reasonable
attorney's fees, expert fees and costs incurred by King County on account of
such litigation or claims, and; shall satisfy any judgment rendered in
connection therewith or pay or reimburse King County's payment of any sums
reasonable to settle such litigation or claims. In the event of litigation
between the parties to enforce the rights under this paragraph, reasonable
attorney fees shall be allowed to the prevailing party. This indemnification
obligation shall include, but is not limited to, all claims against King County
by an employee or former employee of the Contractor or its subcontractors, and
the Contractor expressly waives all immunity and limitation on liability under
any industrial insurance act, including Title 51 RCW, other worker's
compensation act, disability benefit act, or other employee benefit act of any
jurisdiction which would otherwise be applicable in the case of such claim.
3.20. Applicable Law and Forum
Except as hereinafter specifically provided, this contract shall be governed by
and construed according to the laws of the State of Washington, including, but
not limited to, the Uniform Commercial Code, Title 62A RCW. Any suit arising
here from shall be brought in the King County Superior Court, which forum shall
have sole and exclusive jurisdiction and venue.
3.21. Price Warranty
The Contractor warrants that the prices charged King County do not exceed the
prices charged by the Contractor to any other customer purchasing the same
product or services in like or similar quantities, and under similar terms and
conditions.
3.22. Equal Employment Opportunity Requirements During the performance of this
contract, the Contractor agrees as follows:
The Contractor will not discriminate against any employee or applicant for
employment because of creed, race, religion, color, sex, sexual orientation,
age, national origin or the presence of any sensory, mental or physical
disability unless based on a bona fide occupational qualification. The
Contractor will take affirma tive action to ensure that applicants are employed,
and that employees are treated during employment, without regard to their creed,
race, religion, color, sex, sexual orientation, age, national origin or the
presence of any sensory, mental or physical disability. Such action shall
include, but not be limited to the following employment, upgrading, demotion or
transfer, recruitment or recruitment advertising, layoff or termination, rates
of pay or other forms of compensation, and selection for training, including
apprenticeship. The Contractor agrees to post in conspicuous places, available
to employees and applicants for employment, notices setting forth the provisions
of this non-discrimination clause.
3.23. Conflicts of Interest and Noncompetitive Practices Consistent with King
County Ordinance 11032
3.23.1. Conflict of Interest
The Contractor, by entering into this contract with King County to perform or
provide work, services or materials, has thereby covenanted that it has no
direct or indirect pecuniary or proprietary interest, and that it shall not
acquire any interest, which conflicts in any manner or degree with the work,
services or materials required to be performed and/or provided under this
contract and that it shall not employ any person or agent having any such
interests. In the event that the Contractor or its agents, employees or
representatives hereafter acquires such a conflict of interest, it shall
immediately disclose such interest to King County and take action immediately to
eliminate the conflict or to withdraw from this contract, as King County may
require.
3.23.2. Contingent Fees and Gratuities
The Contractor, by entering into this contract with King County to perform or
provide work, services or materials, has thereby covenanted:
1. That no person or selling agency except bona fide employees or designated
agents or representatives of the Contractor has been employed or retained to
solicit or secure this contract with an agreement or understanding that a
commission, percentage, brokerage, or contingent fee would be paid; and
2. That no gratuities, in the form of entertainment, gifts or otherwise, were
offered or given by the Contractor or any of its agents, employees or
representatives, to any official, member or employee of King County or other
governmental agency with a view toward securing this contract or securing
favorable treatment with respect to the awarding or amending, or the making of
any determination with respect to the performance of this contract.
3.24. Disputes, Claims and Appeals
The contractor shall address questions or claims regarding meaning and intent of
the contract or arising from this contract in writing to the contract
specialist, within five (5) calendar days of the date in which the contractor
knows or should know of the question or claim. The contract specialist will
ordinarily respond to the contractor in writing with a decision, but absent such
written response, the question or claim shall be deemed denied upon the tenth
day following receipt by the contract specialist.
In the event the contractor disagrees with any determination or decision of the
contract specialist, the contractor may, within five (5) calendar days of the
date of such determination or decision, appeal the determination or decision in
writing to the contractor specialist. Such written notice of appeal shall
include all documents and other information necessary to substantiate the
appeal. The contractor specialist will review the appeal and transmit a decision
or determination in writing. The decision will be considered final. Appeal to
the contractor specialist shall be a condition precedent to litigation
hereunder.
All claims, counterclaims, disputes and other matters in question between the
County and the contractor that are not resolved between the contractor
specialist and the contractor will be decided in the Superior Court of King
County, Washington, which shall have exclusive jurisdiction and venue over all
matters in question between the County and the contractor. This contract shall
be interpreted and construed in accordance with the laws of the State of
Washington.
Pending final decision of a dispute hereunder, the contractor shall proceed
diligently with the performance of the contract and in accordance with the
direction of the contractor specialist. Failure to comply precisely with the
time deadlines under this paragraph as to any claim shall operate as a waiver
and release of that claim and an acknowledgment of prejudice to the County.
3.25. Patents and Royalties
The Contractor is responsible for paying all license fees, royalties or the
costs of defending claims for the infringement of any patented invention,
article, process or method that may be used in performing this contract or with
the completed work. The Contractor and the Contractor's sureties shall indemnify
and hold King County, together with its officers and employees, harmless against
any and all demands made for such fees, royalties or claims brought or made by
the holder of any invention or patent. Before final payment is made on the
account of this contract, the Contractor shall, if requested by King County,
furnish acceptable proof of a proper release from all such fees or claims.
Should the Contractor, its agent, servants or employees, or any of them be
enjoined from furnishing or using any invention, article, material, computer
programs or equipment supplied or required to be supplied or used under the
contract, the Contractor shall notify King County in writing an promptly
substitute other articles, materials, computer programs or equipment in lieu
thereof of equal efficiency, quality, finish, suitability and market value, and
satisfactory in all respects to King County.
3.26. Retention of Records and Audit Access
3.26.1. Proof of Compliance with Contract
The Contractor shall, at any time when requested, submit to King County properly
authenticated documents or other satisfactory proof as to the Contractor's
compliance with contract requirements.
In addition, the Contractor will permit King County, to inspect all work,
materials, payrolls, and other data and records involving the Contract.
3.26.2. Retention of Records
1. The Contractor shall maintain books, records and documents of its performance
under this contract in accordance with generally accepted accounting principles.
The Contractor shall maintain and retain for a period of not less than three
years after the date of final acceptance of contract work, all financial
information, data and records (e.g., estimating sheets, take offs, calculations,
designs, etc.) used to prepare and support the Contractor's Best and Final Offer
for this contract and all records pertaining to the performance of the Work
under this contract, including portions of the Work performed under Change
Orders and contracts and agreements with subcontractors and supplies.
2. The Contractor shall ensure each of its subcontractors, suppliers and
Contractors maintains and retains for said period all records pertaining to the
performance by the subcontractors of their portions of the work under this
contract.
3.26.3. Audit Access
1. King County and its authorized representatives and designees shall have
access to all records maintained and retained by the Contractor and its
subcontractors for the purpose of inspection, cost/price analysis, audit or
other reasonable purposes related to this contract. King County and its
representatives and designees shall have access to records and be able to copy
such records during the Contractor's normal business hours. The Contractor shall
provide proper facilities for such access, inspection and copying.
2. In addition to audits conducted after the date of initial acceptance of
contract work, audits may be conducted during or after the contract period for
purposes of evaluating claims by or payments to the Contractor and for any other
reason deemed appropriate and necessary by King County. Audits will be conducted
by auditors selected and paid for by King County. Audits shall be conducted in
accordance with generally accepted auditing standards and/or audit procedure and
guidelines of King County. The Contractor shall fully cooperate with King County
or its auditor(s) during audits and inspections, and provide all requested
documentation.
3. If an audit is commenced more than sixty (60) days after the date of final
acceptance of contract work, King County will give reasonable notice to the
Contractor of the date on which the audit will begin.
4. Insurance Requirements
4.1. Evidences and Cancellation of Insurance
A. Prior to execution of the contract, the Contractor shall file with King
County evidence of insurance from the insurer(s) certifying to the coverage of
all insurance required herein. All evidences of insurance must
be certified by a properly authorized officer, agent, general agent, or
qualified representative of the insurer(s) and shall certify the name of the
insured, the type, and amount of insurance, the location and operations to which
the insurance applies, the expiration date, and that the insurer(s) shall give,
by registered mail, notice to King County at least thirty (30) days prior to the
effective date of any cancellation, lapse, or material change in the policy,
please refer to Attachment F "Guidelines for Preparation of the Certificate of
Insurance". Any failure to mail such notice shall not relieve the insurance
company, its agents or representatives from obligations and/or liability
hereunder.
B. The Contractor shall, upon demand of King County, deliver to King County a
true and complete copy of such policy or policies of insurance, and all
endorsements and riders, and the receipts for payment of premiums thereon; and
should the Contractor neglect so to obtain and maintain in force any such
insurance or deliver such policy or policies and receipts to King County, then
King County shall request that the Contractor deliver a specific action plan to
acquire such insurance and/or deliver policies and receipts within three (3)
days or before any further performance hereunder, whichever is first.
Failure to provide such insurance in a time-frame acceptable to King County
shall enable King County to suspend or terminate the Contractor's work hereunder
in accordance with Section 3-6, "Termination for Convenience/Cause". Suspension
or termination of this contract shall not relieve the Contractor from its
insurance obligations hereunder.
4.2. Insurance Requirements
A. The Contractor shall obtain and maintain the minimum insurance set forth
below. By requiring such minimum insurance, King County shall not be deemed or
construed to have assessed the risks that may be applicable to the Contractor
under this contract. The Contractor shall assess its own risks and, if it deems
appropriate and/or prudent, maintain greater limits and/or broader coverage.
1. Bodily injury liability affording limits of $500,000 each occurrence,
$500,000 aggregate, for bodily injury or death suffered or alleged to have been
suffered by any person or persons by reason of or in the course of operations
under the contract.
2. Property damage liability affording limits of $500,000 each occurrence and
$500,000 aggregate, for damages to property suffered or alleged to have been
suffered by any person or persons by reason of or in the course of operations
under the contract.
3. If such insurance is written on a combined single limit (CSL) basis, the
limit of liability required in $1,000,000 per occurrence, $1,000,000 aggregate,
CSL.
4. Such liability insurance shall indemnify the Contractor, King County and its
officers, officials, agents, and employees against loss from liability imposed
by law upon, or assumed under agreement by the Contractor and/or subcontractors
for damages on account of bodily injury, property damage, and/or other damages.
Such insurance shall include (1) personal injury, (2) blanket contractual, (3)
broad form property damage, (4) products and completed operations liability, (5)
owned and non-owned vehicles, and (6) Washington Stop-Gap (employer's
liability). Such insurance shall not exclude explosion, collapse or underground
hazards (X,C,U) coverage.
5. Whenever the work under this contract includes "professional services," the
Contractor shall maintain the appropriate professional liability, affording
limits of liability of $500,000 each claim and $1,000,000 aggregate for damages
sustained by reason of or in the course of operations under the contract,
whether occurring by reason of acts, errors or omissions of the Contractor.
6. Whenever the Contractor has vehicles, equipment or other property of King
County in its care, custody or control, the Contractor shall maintain garage
keepers legal liability, or other appropriate legal liability coverage,
affording limits of liability equal to the maximum value of all property of King
County in the Contractor's care, custody or control or $50,000 per occurrence,
whichever is greater. Coverage shall be on an "all risk" form.
7. Whenever the work under this contract involves advertising activities, the
Contractor shall maintain advertisers professional liability affording limits of
$500,000 each occurrence, $1,000,000 aggregate.
8. Whenever the work under this contract involves construction on premises of
King County, the Contractor shall provide owners' and Contractors' protective
coverage for limits as stated in paragraphs A.1, A.2 and A.3 above.
9. Whenever the work under this contract involves the use of water craft, the
Contractor shall (1) provide protection and indemnity coverage affording a
liability limit of $1,000,000 per occurrence and such insurance shall include
coverage for injury to crew Xxxxx Act); and (2) maintain pollution insurance to
satisfy U.S. Coast Guard requirements as respects the Federal Oil Pollution Act
of 1990 and the Comprehensive Environmental Response Compensation and Liability
Act of 1980 as amended.
10. If applicable, (i.e., if work performed is on or about navigable waterways),
the Contractor shall also maintain United States Longshoremen & Harbor workers'
coverage.
11. Whenever the work under this contract involves pollution risk to the
environment, the Contractor shall provide pollution liability insurance
affording a limit of $1,000,000 each occurrence, $1,000,000 aggregate, for
damages sustained by reason of pollution.
12. Other insurance as may be deemed appropriate by King County.
B. Such insurance shall be maintained through the term of this contract and for
a period of three hundred sixty-five (365) days after termination or completion
and acceptance of the contract, as the case may be. If coverage is on a "claims
made" basis, coverage shall be further extended to cover claims made during one
(1) additional year beyond said period.
C. All liability insurance policies, except as required in paragraphs A.5 and
A.6, shall include King County and its officers, officials, agents and employees
as additional insureds and shall contain "severability of interest" (cross
liability) wording.
D. The Contractor's insurance shall be primary to and not contributing with any
insurance or self-insurance which may be carried by King County.
E. Such insurance shall be provided on forms and by insurance companies
satisfactory to King County.
F. No provision in this section shall be construed to limit the liability of the
Contractor for work not done in accordance with the contract, or express or
implied warranties. The Contractor's liability for the work shall extend as far
as the appropriate periods of limitation provided by law.
4.3. Worker's Compensation
The Contractor and its subcontractors shall maintain worker's compensation
insurance in the amount and type required by law for all employees employed
under this contract who may come within the protection of workers' compensation
laws. The Contractor shall make all payments arising from the performance of
this contract due the State of Washington pursuant to RCW, Titles 50 and 51.
5. Implementation Procedures
5.0. Installation of Test Software
5.0.1. Installation of Demo database
The current version of the software will be installed by King County on a King
County Digital Equipment computer with the Contractor recommended configuration
for demonstration and testing purposes. The Contractor will provide assistance
as required by King County.
5.0.2 Installation of Development database
The A/R and O/E modules will be added to the IBIS development computer by King
County. The Contractor will provide assistance as required by King County.
5.1. Implementation Procedures
The Contractor will use the detailed procedures and schedules as identified in
Phase One of the Implementation Plan (see attachment) for implementing General
A/R, Warranty A/R, Capacity Charge A/R, Pass Sales A/R, Pass Sales O/E and
Warranty O/E. The Contractor will provide an A/R principal and O/E principal to
meet the implementation requirements from installation to production. It is
anticipated that this is an eight (8) month project. The Contractor will provide
project management through December 31, 1995. King County will review the budget
for possible future project management prior to December 31, 1995. The
Contractor will provide assistance and review of procedures to ensure accuracy
and completeness of the functional use of the software. King County reserves the
right to approve any Contractor's staff who will be providing technical services
under this contract.
5.1.1.
The Contractor will demonstrate that the current version of the software meets
the user requirements.
5.1.2.
King County will verify that the current version of the software meets the
requirements.
5.1.3. Conversion of data
The Contractor will work jointly with King County staff to convert existing data
into the Oracle database format. Specifications for detailed translations of the
data and other required data will be provided by the Contractor. King County
will extract data from existing database and the
Contractor will provide conversion programs and load data into the Oracle
database. King County will enter any additional data into the newly created
database.
King County will verify and validate conversion data. It is anticipated that
only Capacity Charge A/R will convert data.
5.1.4. Modifications/Interfaces
The Contractor will provide detailed specifications, performance standards and
time schedules for all modifications/interfaces. King County will approve these
specifications and performance standards and the Contractor will develop and
implement the modifications/interfaces. The Contractor will demonstrate the
modifications/interfaces when completed and King County will verify that they
meet approved specifications. Written exceptions will be provided by King County
and the Contractor will make necessary corrections.
Anticipated modifications are:
1. The ability to copy information from one invoice to another, general accounts
receivable.
2. The ability to show late fees as an invoice line item, general accounts
receivable.
3. The ability to calculate present value, issue recurring invoices, track
remaining payments,
and prorate balance with change of ownership, capacity charge.
4. The database will handle all customer information for capacity charge.
Validate on property address to avoid duplication and provide a warning message
which can be manually overridden, capacity charge.
5. Ensure key warranty claim data elements are present in both Order Entry and
Accounts Receivable and reflected on the invoice, warranty.
6. Pick/pack slips to enforce sequential release of inventory. Standing sales
order program to allow global changes to effective dates, Pass Sales.
7. Customized reports as necessary.
8. Other modifications may be identified during Mapping process.
5.1.5. Training
The Contractor will provide training to the project team on the use and
functionality of the software. The training will be complete and sufficient so
that the trainees can operate the features of the software independently and are
capable of training additional system users. The contractor and King County will
train end users.
5.2. Production Installation
King County will add A/R and O/E modules to the IBIS production environment. The
Contractor and King County will configure the A/R and O/E production modules,
convert data and make the database ready for production.
5.3. System Acceptance
The Contractor and King County will develop acceptance testing procedures and
specifications. The acceptance test will demonstrate to King County that the
functionality, performance standards, data integrity of the production system
and data are met. King County will verify that the system meets the requirements
of the acceptance test. King County will notify the Contractor in writing of any
exceptions within 60 days. When all exceptions are removed, King County will
approve the acceptance test.
Attachment A
Technical Services Rate Schedule
CONTRACT BN40790
1350 Hours Principal #1 @ $100/hr.
1208 Hours Principal #2 @ $90/hr.
620 Hours Project Manager $105/hr.
Any changes or additions in hours must be justified and approved in advance by
the Manager of ISD Xxx Xxxxx.
Attachment B
Sworn Statement Regarding Equal Employment Opportunity
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
The undersigned, being first duly sworn, on oath states to the King County
Department of Metropolitan Services on behalf of the proposer as follows:
A. This Sworn Statement Regarding Equal Employment Opportunity constitutes the
proposer's plan of affirmative action to be followed in the event a contract is
awarded to the proposer to ensure equal opportunity in employment is afforded by
the proposer and the proposer's subcontractors while providing specific
materials and supplies or consulting or construction services for Metro.
B. The proposer agrees that submission of the Sworn Statement constitutes an
acknowledgment of Metro's equal employment opportunity requirements as set forth
in King County ordinances, which are incorporated herein by this reference.
C. The proposer hereby designates XXXX XXXXX SONG, DIRECTOR, BUSINESS
DEVELOPMENT, as the person who has been charged by the proposer with the
responsibility for carrying out the reporting the proposer's compliance with
this plan of affirmative action.
D. The proposer gives assurance that this plan of affirmative action will be
communicated to supervisors and other employees of the proposer.
E. The proposer assures that the proposer's work force on the project will
induce substantial percentages of women and minorities and, if additional
persons are employed as part of the work force, the proposer shall make every
reasonable effort to meet the equal employment opportunity goals established by
Metro for this project. The proposer will contact Metro for the specific goals
established for this contract.
F. The proposer assures that the proposer will provide opportunity for training
and advancement for minorities and women including after-school or summer
employment opportunities.
G. The proposer assures that the proposer will make continuing efforts to
recruit minority and female employees, to advertise employment opportunities in
ways which will effectively reach minorities and females, and to include in all
solicitations or advertisement for employees placed by or on behalf of the
proposer a statement that the proposer is an "Equal Opportunity Employer." When
minorities and women are under-represented proposer assures it will consider
minorities and women to file new hire or re-hire positions.
H. The proposer assures that the proposer will communicate to labor unions or
representative of workers with which the proposer has a collective bargaining
agreement or other contract a notice setting forth the proposer's affirmative
action obligations under this Sworn Statement and will post copies of such
notice in conspicuous places available to employees and applicant for
employment.
I. The proposer assures that the proposer will require its subcontractors and
suppliers to enter into similar affirmative action obligations.
K. The proposer assures it will not discriminate nor tolerate harassment or
abuse on the basis of creed, race, religion, color, sex, sexual orientation,
age, national origins or the presence of any sensory, mental or physical
disability in the selection, hiring, promoting, managing or training or conduct
toward workers or Metro's employees.
Name of firm: ARIS Corporation
By: /s/ Xxxx X. Song
SUBSCRIBED AND SWORN to before me this 8/th/ day of September, 1995.
/s/ Xxxxxxx Xxxxxxxxxxx
Notary Public in and for the State of Washington
residing at King County
ATTACHMENT C
Sworn Statement Regarding Minority and Women Business
Enterprise Commitment
XXXXXXXX Xx. XX00000
XXXXX XX XXXXXXXXXX )
) ss.
COUNTY OF KING )
A. This Sworn Statement constitutes the Bidder's statement of its efforts to
take all necessary and reasonable steps to ensure that Minority and Women
Business Enterprises have the maximum opportunity to participate in the
performance of subcontracts and agreements hereunder. The Bidder also affirms
that all documentation submitted herewith is true and accurate.
B. The Proposer hereby designates:
as the person who has been charged by the Proposer with the responsibility for
carrying out and reporting the Proposer's compliance with the County's
requirements for Minority and Women Business Enterprises.
Name: Xxxx Song
Title: Director, Business Development
C. There may be few subcontracting opportunities for M/WBEs involved in the
performance under this IFB. The County has not established a M/WBE participation
goal. If the Proposer subcontracts any work under a contract awarded pursuant to
this IFB, the Proposer shall make affirmative efforts to solicit and use M/WBEs.
D. Affirmative efforts shall include at a minimum that the following steps be
taken prior to entering into any subcontract agreements:
1. Contact the County's Minority/Women Business Enterprise Office to explain
the work to be subcontracted and to obtain a listing of certified businesses
which are capable of performing such subcontract work;
2. Solicit bids from such certified businesses; and
3. Award subcontracts to such capable State of Washington-certified businesses
which provide reasonable bids.
ARIS Corporation
By: /s/ Xxxx Song
Title: Director, Business Development
SUBSCRIBED AND SWORN to before me this 8/th/ day of September, 1995.
/s/ Xxxxxxx Xxxxxxxxxxx
Notary Public in and for the State of Washington
residing at King County
ATTACHMENT D
SOLICITATION NUMBER: BN40790
FORMER METRO or MUNICIPALITY EMPLOYEE DISCLOSURE FORM
(Submit to the King County Department of Metropolitan
Services (Metro) only when applicable)
At time of Proposal submittal, the Proposer is responsible for identifying
former employees of Metro or of the former Municipality of Metropolitan Seattle
involved in the preparation of this bid or the anticipated performance of the
work or services to be provided on this contract.
Name of former employee: N/A
Date of last employment with Metro or the Municipality:
After Proposal submittal, the Proposer is responsible for notifying Metro's
project manager of former Metro or Municipality employees who become involved in
the contract any time during the term of the contract:
Name of firm:
Authorized signature:
Printed name:
Title:
Date:
