AGREEMENT FOR CONSULTING SERVICES

DELOITTE & TOUCHE, LLP (hereinafter "Contractor") whose principal place of business is located at 2868 Prospect Park Drive, Suite 400, Rancho Cordova, California 95670, and COUNTY OF SAN MATEO (hereinafter "County"), a political subdivision of the State of California, located at 400 County Center, Redwood City, California 94063, do hereby agree as follows:

1. Services to be Performed by Contractor. In consideration of the payments hereinafter set forth, Contractor shall perform services for County's Department of the Assessor-County Clerk-Recorder (hereinafter "Client") in accordance with the terms, conditions and specifications set forth herein and in Exhibit A attached hereto. Contractor shall ensure compliance with all state, federal, and local laws or rules applicable to performance of the work required under this contract.

2. Contract Term. This agreement shall commence within a reasonable time, not to exceed thirty days, following County's transmittal to Contractor of the duly executed agreement. This agreement shall terminate upon completion of Contractor's performance hereunder, currently estimated to require approximately five months, unless terminated earlier by County in accordance with Paragraph 16 herein.

3. Payments. In consideration of the services rendered in accordance with all terms, conditions, and specifications set forth herein and in Exhibit A, County shall make payment to Contractor in the manner specified herein and in Exhibit A. County shall pay Contractor progressively as work is completed and as biweekly invoices are received. In the event that County makes any advance payments, Contractor agrees to refund any amounts in excess of the amount owed by County at the time of contract termination. County reserves the right to withhold payment if County determines that the quantity or quality of the work performed is unacceptable. In no event shall total payments for services under this agreement exceed $160,000.

4. Relationship of the Parties. Contractor agrees and understands that the work/services performed under this agreement are performed as an independent contractor and not as an employee of County and that Contractor acquires none of the rights, privileges, powers, or advantages of County employees.

5. Insurance. Contractor shall not commence work under this agreement until all insurance required under this section has been obtained and such insurance has been approved by the Director of the Department of the Assessor-County Clerk-Recorder. Contractor will furnish the Director of the Department of the Assessor-County Clerk-Recorder with certificates of insurance evidencing the required coverage and there shall be a specific contractual liability endorsement extending Contractor's coverage to include the contractual liability assumed by Contractor pursuant to this agreement. These certificates shall specify or be endorsed to provide that thirty (30) days notice must be given, in writing, to the Director of the Department of the Assessor-County Clerk-Recorder of any pending change in the limits of liability or of any cancellation or modification of the policy.

6. Workers' Compensation and Employer Liability Insurance. Contractor shall have in effect, during the entire life of this agreement, worker's compensation and employer liability insurance providing full statutory coverage. In signing this agreement, Contractor makes the following certification, required by section 1861 of the California Labor Code:

"I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this agreement."

7. Liability Insurance. Contractor shall take out and maintain during the life of this agreement such bodily injury liability and property damage liability insurance as shall protect Contractor, its employees, officers, and agents while performing work covered by this agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all operations under this agreement, whether such operations be by Contractor or by any sub-contractor or by anyone directly or indirectly employed by either of them. Such insurance shall be combined single-limit bodily injury and property damage for each occurrence and shall not be less than $1,000,000 unless another amount is specified below and shows approval by the Department of Employee and Public Services, Risk Management Division.

Required insurance shall include:

(a.) comprehensive general liability.........$1,000,000

(b.) motor vehicle liability.......................$1,000,000.

County and its offices, agents, employees and servants shall be named as additional insured on any such policies of insurance, which shall also contain a provision that the insurance afforded thereby to County, its officers, agents, employees, and servants shall be primary insurance to the full limits of liability of the policy, and that if County, or its officers and employees have other insurance against a loss covered by such a policy, such other insurance shall be excess insurance only.

After three (3) years from the date this agreement is first executed, County may, at its sole discretion, require an increase in the amount of liability insurance to the level then customary in similar County agreements, by giving sixty (60) days notice to Contractor.

In the event of the breach of any provision of this section, or in the event any notice is received which indicates any required insurance coverage will be diminished or cancelled, County at its option may, notwithstanding any other provision of this agreement to the contrary, immediately declare a material breach of this agreement and suspend all further work pursuant to this agreement.

Contractor's insurance certificate is attached hereto as Exhibit B.

8. Non-Discrimination. Contractor shall comply with the non-discrimination requirements described below:

(A.) Non-Discrimination - General. No person shall, on the grounds of age (over 40), ancestry, creed, color, disability, martial status, medical conditions, national origin, political or religious affiliation, race, sex, sexual orientation, or any non-job-related criteria be excluded from participation in, be denied the benefits, or be subjected to discrimination under this agreement.

(B.) Non-Discrimination - Employment. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, selection, promotion, classification, compensation, performance evaluations, and management relations, for all employees under this agreement. Contractor's affirmative action policies shall be made available to County upon request.

With respect to the provision of employee benefits, Contractor shall comply with Chapter 2.93 of the County Ordinance Code which prohibits contractors from discriminating, in the provision of employee benefits, between an employee with a domestic partner and an employee with a spouse. Contractor's declaration of compliance is attached hereto as Exhibit C.

9. Violation of the Non-Discrimination Provisions. Violation of the non-discrimination provisions of this agreement shall be considered a breach of this agreement and shall subject the Contractor to penalties, to be determined by the County Manager, including but not limited to:

(a) termination of this agreement;

(b) disqualification of Contractor from bidding on or being awarded a County contract for a period of up to 3 years;

(c) liquidated damages of $2,500 per violation; and

(d) 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 set off all or any portion of the amount described in this paragraph against amounts due to Contractor under this agreement or any other agreement between Contractor and County.

If the contractor is found to be in violation, Contractor shall report to the County Manager the filing within California 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 30 days of such filing, provided that within such 30 days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the name of the complaint, a copy of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of Contractor's response to the complaint when filed.

10. Hold Harmless. Contractor shall indemnify, hold harmless, and defend County from all claims, suits or actions of every name, kind, and description, including but not limited to reasonable attorney's fees and other costs of defense, to the extent directly and proximately caused by the negligence or willful misconduct of Contractor while engaged in the performance of services under this agreement. The foregoing indemnity obligations are conditioned on County providing Contractor with prompt notice for which indemnification shall be sought and cooperating in all reasonable respects with Contractor in connection with any such claim.

11. Limitation on Damages. County agrees that Contractor and its personnel shall not be liable to County for any claims, liabilities, or expenses relating to this engagement for an aggregate amount in excess of the fees paid by County to Contractor pursuant to this agreement, except to the extent finally judicially determined to have resulted from the bad faith or intentional misconduct of Contractor. In no event shall Contractor or its personnel be liable for consequential, special, indirect, incidental, punitive, or exemplary loss, damage, or expense relating to this engagement. In furtherance, and not in limitation of the foregoing, Contractor will not be liable in respect of any decisions made by County as a result of the performance by Contractor of its services hereunder, nor shall Contractor be liable for any services or products provided by third-party vendors, developers, or consultants, whether or not identified or referred to the County by Contractor. The foregoing provisions shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence), or otherwise.

The limitations shall not apply to damages as a result of bodily injury, death, or damage to real or tangible property to the extent directly and proximately caused by the negligence or willful misconduct of Contractor while engaged in the performance of services under this engagement.

12. Confidential Information. All financial, statistical, personal, technical, and other data and information relating to County's operations which is made available to Contractor in order to engage in the performance of services under this engagement shall be presumed to be confidential. Contractor shall protect said data and information from unauthorized use and disclosure. Contractor shall not, however, be required by this paragraph to keep confidential any data or information that is or becomes publicly available, is already rightfully in Contractor's possession, is independently developed by Contractor outside the scope of this engagement, or is rightfully obtained from third parties or is required to be disclosed by judicial or administrative order, by subpoena or other legal requirement.

13. Ownership.

(A.) Deloitte & Touche LLP Technology. Contractor has created, acquired, or otherwise has rights in, and may in connection with the performance of services hereunder, employ, provide, modify, create, acquire, or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-how, and techniques, but not Confidential Information as described in paragraph 12, (including, without limitation: models; templates; the generalized features of the structure, sequence, organization of software; user interfaces and screen designs; general purpose consulting and software tools, utilities and routines; and logic, coherence and methods of operation of systems) (collectively, the "Deloitte & Touche LLP Technology").

(B) Ownership of Deliverables. Except as provided below, upon full and final payment to Contractor hereunder, the tangible items specified as deliverables or work product in the proposal, engagement letter or contract to which these terms are attached (the "Deliverables") will become the property of County. To the extent that any Deloitte & Touche LLP Technology is contained in any of the Deliverables, Contractor hereby grants to County, upon full and final payment to Contractor hereunder, a royalty-free, fully paid-up, worldwide, non-exclusive license to use Deloitte & Touche LLP Technology.

(C.) Ownership of Deloitte & Touche LLP Property. To the extent that Contractor utilizes any of its property (including, without limitation, the Deloitte & Touche LLP Technology or any hardware or software of Contractor) in connection with the performance of services hereunder, such property shall remain the property of Contractor and County shall acquire no right or interest in such property. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that: (a) Contractor will own all right, title, and interest, including, without limitation, all rights under all copyright, patent, and other intellectual property laws, in and to the Deloitte & Touche LLP Technology; and (b) Contractor may employ, modify, disclose, and otherwise exploit the Deloitte & Touche LLP Technology (including, without limitation, providing services or creating programming or materials for other clients). Contractor does not agree to any terms that may be construed as precluding or limiting in any way its right to: (a) provide consulting or other services of any kind or nature whatsoever to any person or entity as Contractor in its sole discretion deems appropriate; or (b) develop for itself, or for others, materials that are competitive with those produced as a result of the services provided hereunder, irrespective of their similarity to the Deliverables, subject to the limitations regarding Confidential Information set forth in paragraph 12.

14. Governing Law and Severability. These terms, including the terms in Exhibits A, shall be governed by, and construed in accordance with, the laws of the State of California (without giving effect to the choice of law principles thereof) with venue in the County of San Mateo Superior Court. If any provision of these terms is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein.

15. Non-Assignability. Contractor shall not assign this agreement or any portion thereof to a third party without the prior written consent of County, and any attempted assignment without such prior written consent in violation of this section shall automatically terminate this agreement.

16. Termination of Agreement. County may, at any time from execution of agreement, terminate this agreement, in whole or in part, for the convenience of County, by giving written notice specifying the effective date and scope of such termination. Termination shall be effective on a date not less than thirty days from notice. In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereinafter "materials") prepared by Contractor under this agreement shall become the property of County and shall be promptly delivered to County. In the event of termination, Contractor shall be paid for all work satisfactorily performed until termination, except where the contracting department determines the quality or quantity of work performed is unacceptable. Such payment shall be that portion of the full payment that is determined by comparing the work/services completed to the work/services required by this agreement.

17. Retention of Records. Contractor shall maintain all records related to this agreement for no less than three years after County makes final payment or after termination of this agreement and all other pending matters are closed. All records shall be subject to the examination and/or audit by agents of County, the state of California, and/or federal grantor agencies.

18. Merger Clause. This agreement, including Exhibits A through C attached hereto and incorporated herein by this reference, constitutes the sole agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this document's date. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by County. In the event of a conflict between the terms, conditions, or specifications set forth herein and those in Exhibits A through C attached hereto, the terms, conditions, or specifications set forth herein shall prevail. This agreement, or facsimile proposal of the agreement, constitutes the entire agreement between County and Contractor. Further, liability referred to in Paragraph 6 is limited to Contractor's negligence during Contractor's performance under this agreement.

THIS CONTRACT SHALL NOT BE EFFECTIVE UNTIL EXECUTED

BY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES.

DELOITTE & TOUCHE, LLP

COUNTY OF SAN MATEO

[Signature]

[Signature]

By: Kevin W. Anderson

By: Rose Jacobs Gibson

Director, Solutions

President, Board of Supervisors

Attachments:

Exhibit A - Letter Proposal/Statement of Work

Exhibit B - Insurance Certificate and EPS/Risk Management Approval Form [not displayed]

Exhibit C - Equal Benefits Compliance Declaration Form [not displayed]

EXHIBIT A

January 9, 2003

Dear Mr. Slocum:

We are pleased to have this opportunity to assist you in identifying and implementing technology and process improvements within the San Mateo County Assessor, Clerk, Recorder and Elections Department (the "Department"), and between the Department and its external stakeholders. We believe the results of our assistance can help San Mateo County achieve tangible improvements in e-government capabilities. We also believe that our outreach to, and collaboration with, other local governments on the peninsula and to the Secretary of State on behalf of the Department can result in better service to citizens and businesses that are the stakeholders of government.

UNDERSTANDING

Deloitte & Touche has recently assisted the Department by developing a document strategy, and implementing a successful e-recording pilot project that demonstrated the value of electronic document receipt, handling, and recording to both the County and its external stakeholders. Leveraging the lessons learned from the pilot project, the Department is preparing to move forward on several fronts to provide responsive, efficient e-government processes and better serve its internal and external stakeholders. These external stakeholders include citizens, businesses, other local governments in the region, and certain agencies of state government such as the Secretary of State.

During the pilot project, the Department realized that close collaboration with these external stakeholders is essential to the success of e-government, because the very essence of e-government is improving transactions and communication between these other entities and the county. Another lesson learned during the pilot project is that close collaboration with other departments in the County, especially the Information Systems Department (ISD), is also vital to successful e-government initiatives. ISD has developed certain e-government infrastructure and security standards, in addition to acquiring various enterprise-wide technology tools that can be leveraged to great effect in furthering the e-government goals of the Department.

Deloitte & Touche - With more than 400 e-Business engagements, 2,400 e-Business consultants and their recognized industry experience, Deloitte & Touche helps clients create and reinvent their business, economic models, and processes by guiding them through the complexity of the digital / e-business economy. From start-ups to established global firms, from small community foundations to the largest governmental agencies, Deloitte & Touche helps design, assemble, implement, and manage solutions that allow government and business leaders to transform their workforce, infrastructure and economic imperatives into a productive reality. Deloitte & Touche's deep industry experience and collaborative style gives us an unmatched ability to facilitate the delivery of best-of-breed e-government solutions in the shortest amount of time. This has been accomplished by melding the Firm's business and technology knowledge with the creative talent of leading government entities and technology firms. In addition to our work in the "e" arena, we are quite familiar with San Mateo County and have undertaken a number of projects for the County over the last eleven years.

APPROACH AND WORKPLAN

Because of our past experience with e-government and the County, the Department has asked Deloitte & Touche to assist in identifying and implementing opportunities to improve e-government processes. The following tasks have been identified through discussions with Department staff as tasks that will further the e-government goals of the Department. We believe that our assistance in some or all of these tasks can provide the Department with significant value. As this will be a time and materials engagement with a not to exceed amount, the specific tasks and deliverables to be included in the scope of work will be jointly agreed upon by the Department and Deloitte & Touche during the course of the project. The potential tasks include the following:

Task 1. Expand the e-Recording Pilot to other G to G Transactions

electronic documents and recorded with the Department. We can identify other high-volume government to government documents that are recorded by the Department, prioritize them, and work with the Department, other appropriate government agencies, and technology vendors to add them to the already implemented e-recording system. The system development work has been completed for the County Tax Collector/Treasurer, but not implemented. Other agencies that may provide significant value include EDD; Municipal Noise Abatements; and vital records (births, deaths).

Possible Deliverables:

· Analysis and assessment presentation

· Prioritization of opportunities

· Work plan and timeline

· Project management assistance as requested.

Task 2. Assist Implementation of SouthTech System

We can assist the Department's project manager in tasks such as defining requirements, developing new business processes, and change management activities during the implementation of the SouthTech system. This system has been selected by the Department as it provides strong e-government functionality and integrates well with the existing e-recording pilot system.

Possible Deliverables:

· High level functional requirements

· Project management assistance as requested

· Coordination with the eRecording vendors (Ingeo and iLumin) to maintain or enhance the existing e-recording functionality

· Assisting with the analysis and feasibility of providing building permits and plans electronically from the municipalities to the Assessor. A pilot project could be potentially included in this task.

· Change management assistance as requested.

Task 3. Assist in GIS Assessment

The Department is working with a firm called Farallon Geographics to identify how two processes (change in ownership and map configuration) can be better automated using GIS to share map information between departments and agencies electronically. We can assist the Department's project manager in working with Farallon and other departments to determine the most cost effective solution and approach to implement GIS consistent with the County's strategic technology direction.

Possible Deliverables:

· Project management assistance as requested

· Analysis and assessment assistance.

Task 4. Assessment of Web Services Deployment

ISD has acquired various web-related tools that can be utilized by departments to implement their e-government initiatives. We can work with ISD staff to determine how the tools and services they provide can be best utilized by the department in the areas of content management, document management, web presentation, application servers, search engines, payment engines, etc. We can then relate these tools to the various e-government initiatives being contemplated by the Department to determine how best to use the ISD toolsets and services.

Possible Deliverables:

· Discussion and Analysis Document.

Task 5. Assess Voting System Alternatives

San Mateo County, along with other counties in the region, is faced with providing tri-lingual ballots in varying locations. ADA compliance for voting systems is becoming increasingly important. New federal laws such as the Help America Vote Act specify new standards and requirements for voting systems. Federal money and state money is available to support voting improvements. We can assist the Department in developing a high level assessment and comparison of the major voting systems including the existing one to determine if the County should consider upgrades or replacements.

Possible Deliverables:

· Assessment and Analysis Document.

Task 6. Confidentiality of Vital Records

Two new laws have recently been passed in California relating to the confidentiality of vital records. We can assist the Department by identifying ways in which the Department can comply with these laws as it continues to process paper documents and implements various e-government initiatives.

Possible Deliverables:

· Discussion and Analysis Document.

Task 7. Assist in Implementing e-Document Strategy in Assessor's Function

The e-Document Strategy developed by the Department includes recommendations on how to move forward in moving from paper to electronic documents in transactions such as processing building permits received from cities, and completing business property statements filed by businesses. We can work with the Department's project manager and with the public agencies and private businesses involved to prioritize and move these projects forward in a prudent and expeditious manner.

We recommend the following activities to begin implementing the e-Document Strategy:

· Prioritize documents to be imaged or made electronic

· Determine central receiving and processing center requirements

· Determine hardware and software requirements

· Resolve policy and process issues

· Select vendors.

Possible Deliverables:

· Outreach and coordination meetings and discussions with external stakeholders

· Project management assistance as requested

· Hardware and software requirements

· Issue resolution

· Vendor recommendations.

STAFFING AND FEES

As requested by the Department, Mr. Kevin Anderson, our national director of e-government, and Mr. Bruce Smith, who was the project manager for the e-Recording project, will be our representatives on this project. If appropriate and requested by the County, we will also utilize additional staff members to assist us in specific tasks as required throughout the project.

We expect the duration of this project to be approximately five months (February through June, 2003). Our total fees (including out-of-pocket expenses) for this time period will not exceed $160,000. This represents on average a commitment of two days per week for Bruce and two days per week for Kevin at a rate of $2000 per day. For five months, this amount would be $160,000 including expenses.

Since this is a time and materials contract with a do not exceed amount, the tasks and deliverables will be limited to those that can be completed within the fees and time frame specified. The specific tasks and deliverables to be completed will be selected and mutually agreed upon by the Department and Deloitte & Touche from the list of tasks described above. We will meet bi-weekly with you to discuss results and deliverables, and your needs and level of our involvement for the succeeding bi-weekly period will be agreed upon.

We look forward to beginning this project with you. If you have any questions, please call either Kevin Anderson at (916) 498 7108 or Bruce Smith at (916) 498 7106.

Sincerely,

Deloitte and Touche

By: Kevin Anderson, Director

cc: Bruce Smith