AGREEMENT FOR PROFESSIONAL SERVICES

 

Attachments:

Schedule A:

Statement of Work

Attachment 1:

Equal Benefits Compliance Declaration Form [not displayed online]

Attachment 2:

Waiver of Insurance Requirement [not displayed online]

 
 

THIS AGREEMENT, entered into this 1st day of July, 2002, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and JAMES H. TAPSCOTT, hereinafter called "Contractor;"

 

WITNESSETH:

 

WHEREAS, it is necessary and desirable that Contractor be retained for the purpose of performing the professional services hereinafter described for the Assessor-County Clerk-Recorder Department; and

 

WHEREAS, pursuant to California Government Code section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof;

 

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

 

1. Services To Be Performed By Contractor

    In consideration of the payments hereafter set forth, Contractor, under the general direction of the Assessor-County Clerk-Recorder or his designee, with respect to the product or result of Contractor's services, shall provide the services as described in Schedule A, attached hereto and incorporated herein by reference. Such services shall be provided in a professional and diligent manner.

 

2. Payments

    (A). Maximum Amount. In full consideration of Contractor's performance of the services described in Schedule A, the amount that County shall be obligated to pay for services rendered under this Agreement shall not exceed $156,000 for the contract term.

    (B). Rate of Payment. The rate of payment shall be $75 per hour of service. Any rate increase is subject to the approval of the Assessor-County Clerk-Recorder or his designee, and shall not be binding on County unless so approved in writing. In no event may the rate of payment be increased to the extent that the maximum County obligation shall exceed the total specified in paragraph 2A above. Each payment shall be conditioned on the performance of the services described in Schedule A to the full satisfaction of the Assessor-County Clerk-Recorder or his designee.

    (C). Invoicing and Payment Schedule. Contractor shall submit an invoice for services to County for payment on a bi-weekly basis. County shall not be obligated to pay Contractor for the services covered by any invoice if Contractor presents the invoice to County more than one hundred eighty (180) days after the date Contractor renders the services, or more than ninety (90) days after this Agreement terminates, whichever is earlier.

    County shall issue payment of each timely submitted invoice within fifteen days of submission.

 

3. Relationship of Parties

    It is expressly understood that this is an agreement between two independent contractors and that no agency, employee, partnership, joint venture, or other relationship is established by this Agreement. The intent by both County and Contractor is to create an independent contractor relationship. Contractor expressly acknowledges and accepts his tax status and the tax consequences of an independent contractor. Further, as an independent contractor, Contractor expressly acknowledges and accepts that he has no rights, benefits, privileges, and/or claims in any form whatsoever under, from, through, and/or pursuant to the San Mateo County Civil Service Rules.

 

4. Hold Harmless

    Contractor shall indemnify and save harmless County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description, brought for or on account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, or (C) any failure to withhold and/or pay to the government income and/or employment taxes from earnings under this Agreement, or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of County, its officers, agents, or employees and servants, resulting from the performance of any work required of Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct.

    The duty of the contractor to indemnify and save harmless as set forth herein shall include the duty to defend as set forth in section 2778 of the California Civil Code.

 

5. Insurance

    Contractor shall not be required to provide evidence of insurance coverage of any kind. However, in the event this Agreement is extended or renewed, County may, at its sole discretion, require a modification in this provision, by giving sixty (60) days written notice to Contractor.

 

6. Non-discrimination

    No person shall be excluded from participation in, denied the benefits of, or be subject to discrimination under this Agreement on the basis of their race, color, religion, national origin, age, sex, sexual orientation, pregnancy, childbirth or related conditions, medical condition, mental or physical disability, or veteran's status. Contractor shall ensure full compliance with federal, state, and local laws, directives, and executive orders regarding non-discrimination for all employees and subcontractors under this Agreement.

    With respect to the provision of employee benefits, Contractor shall comply with the provisions of Title 2, Chapter 2.93 of the San Mateo County Ordinance Code, hereby incorporated by this reference, which prohibit contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse. The parties agree that Contractor is not now, and does not contemplate becoming, an employer, and, therefore, remains in compliance with the foregoing provisions, as attested in Contractor's "Equal Benefits Compliance Declaration Form," dated December 7, 2001, attached hereto as Attachment 2 and incorporated herein by this reference.

    Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject Contractor to penalties, to be determined by the County Manager, including but not limited to: (i) termination of this Agreement; (ii) disqualification of Contractor from bidding on or being awarded a County contract for a period of up to 3 years; (iii) liquidated damages of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500) per violation; and (iv) imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager.

    To effectuate the provisions of this paragraph, the County Manager shall have the authority to: (i) examine Contractor's employment records with respect to compliance with this paragraph; (ii) set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Agreement or any other contract between Contractor and County.

    Contractor shall report to the County Manager the filing by any person in any court of any complaint of discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair Employment and Housing Commission, or any other entity charged with the investigation of allegations, within thirty (30) days of such filing, provided that within such thirty (30) days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the name of the complainant, a copy of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of its response to the complaint when filed.

 

7. Substitutions, Assignments and Subcontracts

    (A). Without the written consent of the Assessor-County Clerk-Recorder, this Agreement is not assignable in whole or in part. Any assignment by Contractor without the written consent of the Assessor-County Clerk-Recorder is a breach of this Agreement and shall automatically terminate this Agreement.

    (B). Contractor shall not employ subcontractors or consultants to carry out the responsibilities undertaken pursuant to this Agreement without the written consent of the Assessor-County Clerk-Recorder or his designee.

    (C). All assignees, subcontractors, or consultants approved by the Assessor-County Clerk-Recorder or his designee shall be subject to the same terms and conditions applicable to Contractor under this Agreement, and Contractor shall be liable for the acts and/or omissions of the assignee, subcontractor, or consultant.

    (D). All agreements between Contractor and subcontractor and/or assignee for services pursuant to this Agreement shall be in writing and shall be provided to County.

 

8. Amendment of Agreement

    This Agreement is complete and contains all the terms and conditions agreed upon by the parties. No amendment shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement shall be binding on the parties hereto.

 

9. Records

    (A). Access. Contractor agrees to provide to County, to any federal or state department having monitoring or reviewing authority, to County's authorized representatives and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine and audit all records and documents necessary to determine compliance with relevant federal, state, and local statutes, rules, regulations, and this Agreement, and to evaluate the quality, appropriateness, and timeliness of services performed.

    (B). Retention. Contractor shall maintain and preserve all financial records relating to this Agreement for a period of four (4) years from the termination date of this Agreement, or until audit findings are resolved, whichever is greater.

 

10. Confidentiality and Property Rights

    All data produced or compiled by Contractor shall be considered confidential unless it can be obtained as public records and shall not be shared with a third party without the prior written consent of County. All financial, statistical, personal, technical, and other data and information relating to County's operations which is made available to Contractor in order to carry out this agreement shall be presumed to be confidential. Contractor shall protect said data and information from unauthorized use and disclosure by the observance of the same or more effective procedures as County requires of its own personnel. Contractor shall not, however, be required by this paragraph to keep confidential any data or information which is or becomes publicly available, is already rightfully in Contractor's possession, is independently developed by Contractor outside the scope of the agreement, or is rightfully obtained from third parties.

    Any system or documents developed, produced, or provided under this Agreement shall become the sole property of County.

 

11. Compliance with Applicable Laws

    All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable federal, state, county, and municipal laws, including but not limited to, the Americans with Disabilities Act of 1990, as amended, and all applicable ordinances and regulations, including but not limited to, appropriate licensure, certification and provisions relating to confidentiality of records and applicable quality assurance regulations.

 

12. Interpretation and Enforcement

    (A). Notices. Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United States mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed as follows:

 

(1) In the case of County, to:

 

(a)

San Mateo County Assessor-County Clerk-Recorder

 

Attn: Warren Slocum, Assessor-County Clerk-Recorder

 

555 County Center, First Floor

 

Redwood City, CA 94063-1665

 

(b)

or to such person or address as County may, from time to time, furnish to Contractor; and

 

(2) In the case of Contractor, to:

 

(a)

James H. Tapscott

   

4305 Harbor View

   

Oakland, CA 94619

 

(b)

or to such person or address as Contractor may, from time to time, furnish to County.

 

(B). Controlling Law

    The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, and the interpretation and performance of this Agreement shall be governed by the laws of the State of California.

 

13. Term of the Agreement

    Subject to compliance with the terms and conditions of this Agreement, the term of Agreement shall be from July 1, 2002 through June 30, 2003.

 

14. Termination

    This Agreement may be terminated by Contractor or by the Assessor-County Clerk-Recorder or his designee at any time, upon thirty (30) day's written notice to the other party.

    In the event of termination, all finished or unfinished documents, data, studies, reports, and other materials prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the Assessor-County Clerk-Recorder. In the event of termination, Contractor shall be paid for all service hours reasonably attributable to satisfactory performance of the services specified in Schedule A, except where the Assessor-County Clerk-Recorder reasonably determines that the quality or quantity of the work performed in the claimed service hours is unacceptable.

 

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands.

 

COUNTY OF SAN MATEO

JAMES H. TAPSCOTT

[Signature]

[Signature]

By: Jerry Hill, President

James H. Tapscott

Board of Supervisors, County of San Mateo

 
 

* * * * * * * * * *

 

SCHEDULE A: STATEMENT OF WORK

 

BACKGROUND AND PROJECT SUMMARY

The Assessor-County Clerk-Recorder ("Client") currently operates numerous software-driven and Web-based systems ("IT systems") to provide various services to the general public, commercial customers, and other County departments from sites at 555 County Center, Redwood City and 40 Tower Road, San Mateo. These IT systems are maintained by Client's IT staff, with ancillary support from County's Information Services ("ISD") and other fiscal departments.

 

Client's current IT infrastructure includes: two public and one internal Web sites run on Oracle servers; desktop access to Microsoft Office 2002 packages, two EZAccess assessment systems from Easy Access, Inc., CRIS+ clerk-recorder package from Eagle Computer Systems, Inc., voting systems from Election Systems & Software, Inc., Crystal Reports from Crystal Decisions, Inc.; and departmental or individual licenses for FileNet and various other software. All system operations are subject to network standards imposed by ISD, as well as Client's own standards.

 

Contractor, through his prior projects with Client, possesses deep understanding of County's and Client's IT and business standards and practices, and public sector IT operations generally.

 

Client desires to complete specified planning and implementation tasks during the coming fiscal year, including: (1) interim master planning and strategizing of Client's IT activities; (2) develop standards and implementation plans for specified strategic processes; (3) plan the implementation of specific, new or upgraded application systems; and (4) develop and deliver additional user training.

 

WORK PLAN

 

Task 1.

Update and implement tactical IT operations and maintenance plan

Contractor will plan, document, and implement (1) routine systems operations and maintenance, (2) necessary hardware and software upgrades.

 

Deliverables:

 

· Tactical plan for IT operations and maintenance

 

· Hardware and software upgrades, according to tactical plan

 
 

Task 2.

Develop implementation plans for specific, new or upgraded, application systems and processes

For each targeted system or process, Contractor will define and document desired operational and functional requirements and the necessary steps and timelines for implementation, including: hardware and software requirements; system workflow processes; system security and controls; testing; user training and knowledge transfer; and maintenance.

 

The systems and processes included in this task are:

(1) System:

Unsecured Assessment System

Processes:

(a) add master account record; (b) upgrade to graphical user interface (GUI); (c) add online filing of business property statements; (d) add possessory interest module; (e) add status, management, and productivity report modules for core business systems; (f) execution schedules for interface and information routines for supplemental, roll correction, escape, and address file extractions

(2) System:

Secured Assessment System

Processes:

(a) improve system controls; (b) improve exemption processing; (c) enhance direct enrollment process; (d) enhanced graphical user interface (GUI); (e) add report modules for core business systems; (f) implement Client's approach to accelerating the handling of documents that impact County's geographic information system (GIS)

(3) System:

County Clerk-Recorder Business Systems

Processes:

(a) implement modified processes in CRIS+ and Eagle systems or new systems to be selected by Client; (c) add status, management, and productivity report modules for core business systems

 

Deliverables:

 

· Implementation plans

 

Task 3.

Develop standards and tactical implementation plans for specified strategic applications and processes

Contractor will confer with appropriate individuals on Client's staff and internal and external users and stakeholders to identify and understand desired applications and processes, and to validate proposed standards and plans. Contractor shall create implementation plans, as defined in Task 1, for targeted projects. Standards will be in compliance with those of ISD.

 

Deliverables:

 

· Written process standards

 

· Written implementation plans.

 

Targeted projects will include: (1) new "e-government" options, to be specified (2) new "e-office" options, to be specified; (3) assist development of document management plan.

 

Task 4.

Develop and deliver additional user training

Contractor will develop and deliver user training to Client's staff for desktop systems and applications.

 

Deliverables:

 

· Written training plan

 

· User training materials

 

· User training

 

SERVICE HOURS

Contractor anticipates this project will take approximately 2080 service hours.