20050517_a

FIRST AMENDMENT

AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND
SOFTECH & ASSOCIATES, INC.

THIS FIRST AMENDMENT TO THE AGREEMENT which was entered into on the 31^st day of August 2004, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and SOFTECH & ASSOCIATES, INC. hereinafter called "Contractor";

W I T N E S S E T H:

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

WHEREAS, the parties entered into an Agreement for software and implementation services on August 31, 2004, Resolution No. 66907; and

WHEREAS, the parties wish to amend the Agreement by increasing the contractual maximum by $12,000, from $110,570 to $122,507, and extend the term by three (3) months to August 31, 2005; and

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

1.

Section 1, Exhibits, of the Agreement is hereby amended to read as follows:

1.

Exhibits.

The following exhibits are attached hereto and incorporated by reference herein:

Exhibit A - Services

Exhibit B - Payments and rates

Exhibit C - Support Agreement

Exhibit D - Software License Agreement

Exhibit E - Change Order

2.

Section 2, Services to be Performed by Contractor, of the Agreement is hereby amended to read as follows:

2.

Services to be Performed by Contractor.

In consideration of the payments set forth herein and in Exhibit “B,” Contractor shall perform services for County in accordance with the terms, conditions and specifications set forth herein and in Exhibits A, C, D, and E.

3.

Section 3, Payments, of the Agreement is hereby amended to read as follows:

3.

Payments.

In consideration of the services provided by Contractor in accordance with all terms, conditions and specifications set forth herein and in Exhibit A, C, D, and E, County shall make payment to Contractor based on the rates and in the manner specified in Exhibit B. The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. In no event shall the County’s total fiscal obligation under this Agreement exceed ONE HUNDRED TWENTY-TWO THOUSAND FIVE HUNDRED SEVENTY DOLLARS, ($122,570).

4.

First sentence of Section 4, Term and Termination, of the Agreement is hereby amended to read as follows:

Subject to compliance with all terms and conditions, the term of this Agreement shall be from JUNE 1, 2004 through August 31, 2005.

5.

Section I, Summary of Costs, in Exhibit A of the Agreement is hereby amended to read as follows:

I.

SUMMARY OF COSTS.

A.

FileNET Software

$45,985.00

B.

Softech Software

$8,500.00

C.

Training

$4,100.00

D.

Conversion Services

$27,500.00

E.

Professional Services

$12,925.00

F.

Annual Support

$9,560.00

G.

Travel Expenses

$2,000.00

H.

Additional Components:

1. FileNET database look-up

2. FileNET database index update

$12,000

CONTRACT TOTAL:

$122,570.00

6.

Subsection A of Section II, Payment Schedule, of Exhibit A to the Agreement is hereby amended to read as follows:

II.

PAYMENT SCHEDULE.

A.

Upon County’s receipt and acceptance of invoice, Contractor shall be reimbursed according to the following:

1.

$58,585 upon full execution of this Agreement.

2.

$12,500 upon initiation of data conversion.

3.

$15,000 upon completion of data conversion.

4.

$12,925 upon County’s acceptance/approval of product performance, as stated in Exhibit A, Section II., E. (3).

5.

$9,560 upon 30 days after County’s acceptance.

6.

$12,000 upon County’s acceptance/approval of the implemented database look-up and index components.

7.

Exhibit E which is attached hereto and hereby incorporated into the Agreement.

8.

All other terms and conditions of the agreement dated August 31, 2004 between the County and Softech & Associates, Inc. shall remain in full force and effect.


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

		COUNTY OF SAN MATEO

By:
				President, Board of Supervisors, San Mateo County

Date:

ATTEST:

By:
	Clerk of Said Board

			SOFTECH & ASSOCIATES, INC.



			By:



				Printed Name

			Date:


EXHIBIT E SOFTECH & ASSOCIATES, INC. *CHANGE ORDER*
Client:		San Mateo County Sheriff	Change Order Date:	4/05/2005
Project:		FileMagic to FileNET Migration	Change Order Number:	10012
			Revision Number:	1
This change order affects the following items: Deliverables Pricing Schedule
SAN MATEO is in the process of migrating its FileMagic system to FileNET Content Services. Currently, DocWizard Capture is used to provide the scanning and indexing functions. SAN MATEO has asked Softech to provide a change to allow two new features to the Indexing component. These features are applicable for ID File and Search and Seizure document classes only.
1.	FileNET database look-up Currently, RMS does not contain index information for IDFile and Search and Seizure document classes. The users have to manually key in the index values. The new feature will allow the users to look up the FileNET database based on one key index field defined in the document class. For ID Files class, the key field is JailNo. For SearchSeizure, the key field is CourtCaseNumber. Since all the index fields should be the same for all documents with the same JailNo or CourtCaseNumber. Only, the first record should be returned. The index screen will be populated with the index information (except the DocType field) from the returned FileNET database record. The indexer can change the values and save the index information.
2.	FileNET database index update When the index information are saved, all documents that have the same JailNo or CourtCaseNumber will be automatically updated with the new index information. All index fields will be updated except the DocType field. Since FileNET Panagon Capture does not allow look-up and update function. FileNET IDM desktop software will need to be used to perform the look-up and update functions. This means that the IDM desktop will need to be installed on the Capture station as well.
COST Softech proposes to implement the two new features as described above for a fixed price. This cost include design, development, QA, installation support, and project management. This cost assumes that no travel is required.
* Database Look-Up - $6,000.00 * Database Update - $6,000.00
SCHEDULE These enhancements can be delivered in 04/19/2005 if the CO is approved by 04/12/05.


FIRST AMENDMENT AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND SOFTECH & ASSOCIATES, INC.

THIS FIRST AMENDMENT TO THE AGREEMENT which was entered into on the 31^st day of August 2004, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and SOFTECH & ASSOCIATES, INC. hereinafter called "Contractor";

*W I T N E S S E T H:*

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

WHEREAS, the parties entered into an Agreement for software and implementation services on August 31, 2004, Resolution No. 66907; and

WHEREAS, the parties wish to amend the Agreement by increasing the contractual maximum by $12,000, from $110,570 to $122,507, and extend the term by three (3) months to August 31, 2005; and

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

1.	Section 1, Exhibits, of the Agreement is hereby amended to read as follows:

1.			Exhibits.
			The following exhibits are attached hereto and incorporated by reference herein: Exhibit A - Services Exhibit B - Payments and rates Exhibit C - Support Agreement Exhibit D - Software License Agreement Exhibit E - Change Order

2.	Section 2, Services to be Performed by Contractor, of the Agreement is hereby amended to read as follows:

2.			Services to be Performed by Contractor.
			In consideration of the payments set forth herein and in Exhibit “B,” Contractor shall perform services for County in accordance with the terms, conditions and specifications set forth herein and in Exhibits A, C, D, and E.

3.	Section 3, Payments, of the Agreement is hereby amended to read as follows:

3.			Payments.
			In consideration of the services provided by Contractor in accordance with all terms, conditions and specifications set forth herein and in Exhibit A, C, D, and E, County shall make payment to Contractor based on the rates and in the manner specified in Exhibit B. The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. In no event shall the County’s total fiscal obligation under this Agreement exceed ONE HUNDRED TWENTY-TWO THOUSAND FIVE HUNDRED SEVENTY DOLLARS, ($122,570).

4.	First sentence of Section 4, Term and Termination, of the Agreement is hereby amended to read as follows:

			Subject to compliance with all terms and conditions, the term of this Agreement shall be from JUNE 1, 2004 through August 31, 2005.

5.	Section I, Summary of Costs, in Exhibit A of the Agreement is hereby amended to read as follows:

I.			SUMMARY OF COSTS.
A.				FileNET Software		$45,985.00
B.				Softech Software		$8,500.00
C.				Training		$4,100.00
D.				Conversion Services		$27,500.00
E.				Professional Services		$12,925.00
F.				Annual Support		$9,560.00
G.				Travel Expenses		$2,000.00
H.				Additional Components: 1. FileNET database look-up 2. FileNET database index update		$12,000
				CONTRACT TOTAL:		$122,570.00


6.	Subsection A of Section II, Payment Schedule, of Exhibit A to the Agreement is hereby amended to read as follows:

II.			PAYMENT SCHEDULE.
A.				Upon County’s receipt and acceptance of invoice, Contractor shall be reimbursed according to the following:
1.					$58,585 upon full execution of this Agreement.
2.					$12,500 upon initiation of data conversion.
3.					$15,000 upon completion of data conversion.
4.					$12,925 upon County’s acceptance/approval of product performance, as stated in Exhibit A, Section II., E. (3).
5.					$9,560 upon 30 days after County’s acceptance.
6.					$12,000 upon County’s acceptance/approval of the implemented database look-up and index components.

7.		Exhibit E which is attached hereto and hereby incorporated into the Agreement.

8.		All other terms and conditions of the agreement dated August 31, 2004 between the County and Softech & Associates, Inc. shall remain in full force and effect.

Section 1, Exhibits, of the Agreement is hereby amended to read as follows:

1.

Exhibits.

Section 2, Services to be Performed by Contractor, of the Agreement is hereby amended to read as follows:

Services to be Performed by Contractor.

In consideration of the payments set forth herein and in Exhibit “B,” Contractor shall perform services for County in accordance with the terms, conditions and specifications set forth herein and in Exhibits A, C, D, and E.

Section 3, Payments, of the Agreement is hereby amended to read as follows:

Payments.

First sentence of Section 4, Term and Termination, of the Agreement is hereby amended to read as follows:

Section I, Summary of Costs, in Exhibit A of the Agreement is hereby amended to read as follows:

Exhibit E which is attached hereto and hereby incorporated into the Agreement.

All other terms and conditions of the agreement dated August 31, 2004 between the County and Softech & Associates, Inc. shall remain in full force and effect.

Clerk of Said Board

Printed Name

Date:

COST