20070424_a

AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND
PROVIDEA, INC.

THIS AGREEMENT, entered into this ____ day of _________, ________, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and PROVIDEA, 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; and

WHEREAS, it is necessary and desirable that Contractor be retained for the purpose of providing a County-wide video conferencing solution including the purchase of video conferencing hardware/software, technical services, and the creation of a Master Purchase Agreement;

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO 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—Master Purchase Agreement List

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 Exhibit “A.”

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," 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 TWO HUNDRED THIRTEEN THOUSAND EIGHT HUNDRED SIXTY FOUR DOLLARS ($213,864).

4.

Term and Termination.

Subject to compliance with all terms and conditions, the term of this Agreement shall be from APRIL 24, 2007 through APRIL 23, 2010.

This Agreement may be terminated by Contractor or by the Chief Information Officer of San Mateo County, or his/her designee, at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party.

In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be a portion of the full payment which is determined by comparing the work/services completed to the work/services required by this Agreement.

5.

Availability of Funds.

The County may terminate this Agreement or a portion of the services referenced in the Attachments and Exhibits based upon unavailability of Federal, State, or County funds, by providing written notice to Contractor as soon as is reasonably possible after the County learns of said unavailability of outside funding.

6.

Relationship of 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 the County and that Contractor acquires none of the rights, privileges, powers, or advantages of County employees.

7.

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, (C) any sanctions, penalties, or claims of damages resulting from Contractor’s failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, 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, employees, or 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 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.

8.

Assignability and Subcontracting.

Contractor shall not assign this Agreement or any portion thereof to a third party or subcontract with a third party to provide services required by Contractor under this Agreement without the prior written consent of County. Any such assignment or subcontract without the County’s prior written consent shall give County the right to automatically and immediately terminate this Agreement.

9.

Insurance.

The Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by County’s Risk Manager, and Contractor shall use diligence to obtain such insurance and to obtain such approval. The Contractor shall furnish the Information Services Department with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the 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 Chief Information Officer of any pending change in the limits of liability or of any cancellation or modification of the policy.

A.

Worker's Compensation and Employer's Liability Insurance. The Contractor shall have in effect, during the entire life of this Agreement Workers' Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor certifies, as required by Section 1861 of the California Labor Code, that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and Contractor will comply with such provisions before commencing the performance of the work of this Agreement.

B.

Liability Insurance. The 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 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 claims for property damage which may arise from Contractor’s 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 be not less than the amount specified below.

Such insurance shall include:

1)

Comprehensive General Liability . . . . . . . . . . . . . . .

$1,000,000

2)

Motor Vehicle Liability Insurance . . . . . . . . . . . . . . .

$1,000,000

3)

Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . .

$1,000,000

County and its officers, 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 the County, its officers, agents, employees, and servants shall be primary insurance to the full limits of liability of the policy, and that if the County or its officers and employees have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.

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 canceled, the County of San Mateo, 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.

10.

Compliance with Laws; Payment of Permits/Licenses.

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, ordinances, and regulations, including, but not limited to, Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and incorporated by reference herein as Attachment “I,” which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations.

In the event of a conflict between the terms of this Agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement.

Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance.

11.

Non-Discrimination.

A.

Section 504 applies only to Contractors who are providing services to members of the public. Contractor shall comply with § 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this Agreement.

B.

General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or be subjected to discrimination under this Agreement.

C.

Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

D.

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

1)

termination of this Agreement;

2)

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

3)

liquidated damages of $2,500 per violation;

4)

imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager.

To effectuate the provisions of this section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or 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 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 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 complainant, a copy of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of their response to the Complaint when filed.

E.

Compliance with Equal Benefits Ordinance. With respect to the provision of employee benefits, Contractor shall comply with the County Ordinance which prohibits Contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse.

F.

The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated as if fully set forth herein.

G.

Compliance with Contractor Employee Jury Service Ordinance

Contractor shall comply with the County Ordinance with respect to provision of jury duty pay to employees and have and adhere to a written policy that provides that its employees shall receive from the Contractor, on an annual basis, no less than five days of regular pay for actual jury service in San Mateo County. The policy may provide that employees deposit any fees received for such jury service with the Contractor or that the Contractor deduct from the employee’s regular pay the fees received for jury service.

12.

Retention of Records, Right to Monitor and Audit.

(a) Contractor shall maintain all required records for three (3) years after the County makes final payment and all other pending matters are closed, and shall be subject to the examination and/or audit of the County, a Federal grantor agency, and the State of California.

(b) Reporting and Record Keeping: Contractor shall comply with all program and fiscal reporting requirements set forth by appropriate Federal, State and local agencies, and as required by the County.

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

13.

Merger Clause.

This Agreement, including the Exhibits and Attachments attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this Agreement'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 the parties. In the event of a conflict between the terms, conditions, or specifications set forth herein and those in Exhibits "A", “B”, and “C” attached hereto, the terms, conditions, or specifications set forth herein shall prevail.

14.

Controlling Law.

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


15.	Notices.
	Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United State mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed to:
		In the case of County, to: San Mateo County Information Services Department Chris Flatmoe, CIO/Director 455 County Center, Third Floor Redwood City, CA 94063
		In the case of Contractor, to: Providea, Inc. General Counsel 801 Avenida Acaso Camarillo, CA 93012

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

COUNTY OF SAN MATEO

A Political Subdivision of the

State of California

By:

President, Board of Supervisors, San Mateo County

Date:

ATTEST:

By:

Clerk of Said Board

PROVIDEA, INC.

By:

Date:

EXHIBIT A - SERVICES

AGREEMENT BETWEEN COUNTY OF SAN MATEO

AND PROVIDEA, INC.

In consideration of the payments set forth in Exhibit “B”, Contractor shall provide the following services:

1. SCOPE OF WORK

Contractor shall provide the County’s Information Services Department (ISD) with complete, flexible, scalable, and user-friendly video conferencing equipment.

Contractor shall provide/perform the following:

a. Contractor’s Tech Services receives initial copy of project April 27, 2007

b. Contractor’s Project Manager receives project April 30, 2007

c. Contact County’s ISD Point of Contact (POC) to May 2, 2007

determine any special needs or unique aspects

associated with project

d. Review equipment and services

e. Coordinate Project Kickoff Meeting May 4, 2007

Introduce Project Manager

Discuss order and implementation process

Address all County questions, concerns, and needs

Building access details, additional personnel, network status

f. Shipment of Equipment Dependent on time of order

g. Contractor will notify ISD of shipment/arrival 2-3 weeks after order placement

h. Install equipment and provide training to ISD Staff May 21, 2007

i. Placement of equipment, programming and configuring

j. Field acceptance testing/complete test calls with other

County endpoints and Contractor

k. Schedule and complete training for each location

l. Final follow-up May 31, 2007

m. Phone POC to review project

n. Send wrap-up e-mail

Information Services Department (ISD) shall provide/perform the following:

a. Information about network diagrams, the provision of IP address information to allow for proper infrastructure and endpoint configuration, network rules that videoconferencing connections will need to follow

b. Assign and make available a Project Manager to act as Contractor’s primary POC. Provide name of POC, phone number, cell/pager number, contact hours, and e-mail address

c. Provide timely and complete information specific to network, equipment, service providers, configurations, policies, and any aspect of equipment and/or services that comprise the County network

d. Define procedures that Contractor is to follow to resolve issues related to County’s network services (IP and ISDN), including Service Level Agreements (SLAs) and escalation procedures

e. Define limitations and/or guidelines to which Contractor must follow when making toll-based video/audio calls on County’s behalf

f. Provide timely sign-off of key milestones

g. Ensure satisfactory work environment for Contractor for any on-site work that is performed

h. Schedule and ensure availability of all County project members for appropriate conference and/or on-site meetings

i. Identify any specific requirements for Contractor’s on-site visits at least two full business days prior to visit, including procedures that Contractor must follow to access equipment located within County’s controlled facility or non-contracted video hosting facility

j. Notify County’s telecommunications provider(s) of any changes that the County authorizes that affect one-time or recurring charges

k. Notify Contractor of any changes specific to the County’s plans to implement, deploy, expand, or modify priorities with regard to the video communications projects

l. Notify Contractor of any changes to personnel, responsibilities, and availability that may change during this project

Contractor shall provide the following Service Level Agreement:

SLA SERVICE	SERVICE HOURS/CONDITION	SERVICE LEVEL
Time to Answer Support Calls	5:00am – 5:00pm; M - F	Average time to answer a support call is (10) seconds or less, 80% of all support calls answered in (20) seconds. Answer 99.5% of all support calls in less than (30) seconds. 90% of all calls answered by a person
After-Hours Call Response	24x7	90% of all urgent after hour’s phone calls will be responded to in (30) minutes
Support Call Professionalism	5:00am – 5pm; M – F	90% of all support calls answered by the Contractor’s Certified Engineer (PCE) who takes initial call
First Call Resolutions	5:00am – 5pm M-F; 24/7 phone support after hours	Resolve at least 80% of reported cases on first phone call
Standard Call Back (Voicemail Calls)	5:00am – 5:00pm; M - F	80% of all callbacks will be made within (30) minutes of receiving the original call. 95% of all callbacks will be made within (60) minutes of receiving the original call
Overnight Replacement Equipment (including self-insured RMAs)	5:00am – 5:00pm; M - F	90% of all overnight replacement equipment shipments will occur provided the shipment order is placed by 2:00pm PST. Requests after 2:00pm PST will ship the following business day
Trouble Ticket Escalations	5:00am – 5:00pm; M - F	Level 1 Escalation (Manager) 80% of calls opened for (3) days would be escalated Level 2 Escalation (Director/VP) 80% of calls opened for (7) days would be escalated Level 3 Escalation (EVP) 80% of calls opened for (15) days would be escalated Level 4 Escalation (President) 80% of calls opened for (30) days would be escalated
Control Ticket Escalations	5:00am – 5:00pm; M - F	Level 1 Escalation (Manager) 80% of calls opened for (30) days would be escalated Level 2 Escalation (Director/VP) 80% of calls opened for (45) days would be escalated Level 3 Escalation (EVP) 80% of calls opened for (60) days would be escalated Level 4 Escalation (President) 80% of calls opened for (120) days would be escalated
Project Management	5:00am – 5:00pm; M - F	Arrangements for scheduling Kickoff Calls to Sales and County will be made within (1) business day 80% of the time, 95% within two business days. The clock starts ticking from the time Technical Services receives order from Order Administrator
Technical Services Test Center		Videoconferencing systems are available for inbound test calls 24/7. Outbound testing is available during normal business hours 5:00am – 5:00pm M-F. Test numbers can be requested from the Technical Services Help Desk (800) 477-0225
E-mail Response Time	5:00am – 5:00pm; M - F	95% of all e-mail requests will be responded to within (8) business hours

Contractor shall provide the following hardware, maintenance and support:

QUANTITY	PART NUMBER	DESCRIPTION	TOTAL
1	Tandberg MPS-800	Tandberg MPS 800	$18,948
1	114710A20	Advanced Video Option (AVO) for 20 MCU ports for Tandberg MPS	$20,211
1	114710P20	Additional 20 MCU media ports Tandberg MPS (IP Only, Transcoding & AES included; media board included) – 16 ports fully featured	$20,211
1	114710G10	Additional 10 Gateway calls for Tandberg MPS (includes media board, requires ISDN or external network interface)	$10,106
1	114710I2	2 x E1/T1 for ISDN-PRI interface for Tandberg MPS	$12,632
1	113740	Tandberg Gatekeeper – (125) registrations, (25) concurrent calls, (5) traversal calls	$6,000
1	112160	Tandberg Management Suite (TMS) – Application including Scheduler and (10) system licenses	$1,832
1	113612S25	Tandberg Management Suite – Additional (25) system licenses *Requires 112160	$2,716
1	114090	Tandberg Border Controller – (25) registrations, (5) traversal calls	$6,948
1	113740	2^nd Tandberg Gatekeeper – (125) registrations, (25) concurrent calls, (5) traversal calls *Recommended since it will allow firewall traversal of any non-Tandberg system through County firewall	$6,000
1	115360	Tandberg Content Server	$12,569
1	115361T1	Content Capture Option – 1 Transcoding and Transrating port to Windows Media, Quick Time, and Real Media	$4,990
1	115361P4	Content Capture Option – 4 ports original format/original bit rate for Windows Media or Quick Time	$7,516
2	NET-1203022L1	Adtran T-1 ACE CSU	($399*2) $798
1	ST-113630-OI3R	On-Site Install and 3-Year Remote Support – Tandberg MPS-800	$15,150
1	ST-114710P20-XX3R	3-Year Remote Support – Additional (20) MCU Media ports for the Tandberg MPS (IP Only)	$4,608
1	ST-114710A20-XX3R	3-Year Remote Support – Advanced Video Option (20 ports) for the Tandberg MPS	$4,608
1	ST-11471012-XX3R	3-Year Remote Support – Two ISDN PRI Interfaces for the Tandberg MPS	$2,880
1	ST-114710G10-XX3R	3-Year Remote Support – Additional (10) Gateway calls for MPS	$2,880
1	ST-115360-OI3R	On-Site Install and 3-Year Remote Support – Tandberg Content Server	$9,995
1	ST-114090-OI3R	On-Site Install and 3-Year Remote Support – Tandberg Border Controller	$5,277
1	ST-113740-OI3R	On-Site Install and 3-Year Remote Support – Tandberg Gatekeeper	$4,646
1	ST-M10-XX3R	3-Year Software Warranty for Tandberg TMS – up to (10) systems	$1,800
1	ST-TMS25-XX3R	3-Year Software Warranty for Tandberg TMS – Additional (25) systems	$3,690
1	ST-M10-OIXX	On-Site Install and Training of Tandberg TMS	$3,500
1	ST-GK1-OI3R	On-Site Install and 3-Year Remote Support for 2^nd Tandberg Gatekeeper	$4,646
1	113107	Tandberg See&Share Server License including (5) users	$1,599
1	113106U50	Tandberg See&Share (50) additional user licenses – requires 113107	$3,999
1	ST-SNS5-XX1R	1-Year Software Warranty for See&Share server licenses including (5) users	$200
1	ST-SNS50-XX1R	1-Year Software Warranty for See&Share (50) additional users	$500
		TOTAL HARDWARE	$137,075
		TOTAL SUPPORT/SERVICES	$64,380

2. WARRANTY

(a). Contractor warrants to County that all Products delivered under this Agreement will: (1) be free from defects in materials, workmanship, and the products comply with the specifications provided by the manufacturer; (2) be suitable for the purposes intended whether expressed or reasonably implied; (3) conform to the requirements of the Purchase Order (“Order”), including, but not limited to, the applicable descriptions, specifications, and drawings; and (4) be free of all liens and encumbrances. The warranty set forth above shall remain in effect for the same period of time as provided under the manufacturers’ warranty period.

The foregoing product warranty is exclusive and is in lieu of all other express and implied product warranties whatsoever, including but not limited to implied warranties of merchantability and fitness for a particular use.

(b). If any Product fails to comply in any respect to the warranty set forth above and Contractor has been given notice of such noncompliance, Contractor shall have the option, at Contractor’s expense to promptly make repairs, modifications, or replacements (the “Corrections”) necessary to enable such Product to comply in all respects with said warranty.

Products shipped to County may display minor differences from the products County ordered, but they will meet or exceed all material specifications of the products County ordered.

3. ON-SITE SERVICES, MAINTENANCE, REMOTE SERVICES AND MATERIALS

SERVICES AND PROCEDURES Contractor will provide all telephone support and on-site repairs and materials necessary for the Products to perform correctly in accordance with their warranties, specifications, user manuals and/or other related documentation, and to timely resolve each problem or error in accordance with the terms of this Agreement and to County’s reasonable satisfaction. Neither system inter-connection, system intra-connection nor in-wall cabling failures are covered hereunder. Although Contractor will assist County problem resolution into the network and with external audio/video equipment, Contractor has no responsibility for either network connectivity or external video system component failure, nor does Contractor have any responsibility for the performance of, or any charges or expenses associated with, network carrier services.

TOLL FREE TECHNICAL SERVICES

• Contractor’s Technical Service Engineers are available 5:00 am to 5:00 pm Pacific Time for telephone assistance regarding technical issues, trouble call reporting, usage, or maintenance assistance, and 24/7 for emergency support.

• A video test center is available for County use 24/7.

• Contractor’s Technical Service Engineers utilize trouble call tracking and database software for problem resolution and escalation procedures.

NEXT BUSINESS DAY FAILED UNIT REPLACEMENT Contractor will assist the County in determining if the videoconference system or peripheral device must be replaced.

• Replacement parts will be either new or equivalent (refurbished by the manufacturer) in performance and function. Replaced defective parts returned to Contractor become the property of Contractor.

• A replacement system, component, or peripheral is shipped overnight for delivery the next business day.

• Next day delivery of replacement system, component, or peripheral for failures diagnosed before 3:00pm Pacific Time Monday-Friday excluding holidays. Monitors, if covered by an advance-replacement program, are shipped ground due to the potential for damage that can occur on next day delivery.

• Note: Since shipments rely upon freight carrier delivery commitments, if the carrier is not able to deliver the parts by the committed time, Contractor will be not responsible for failing to meet the service commitment. This includes acts of God, weather, disaster, and loss/damage of package, etc.

• Replacement equipment will be new units for the first 30 days following initial receipt of equipment. Thereafter, County will receive replacement units from the Manufacturer’s spares pool which is stocked with refurbished, manufacturer certified, like new equipment.

• The Field Engineer will handle packaging and addressing of the failed part for return to Contractor at Contractor’s expense. County must return failed parts to Contractor within (5) business days following the receipt of the applicable replacement. Contractor may invoice County for any materials not returned within such a period.

• Customer must return failed parts to Contractor within (5) business days following the receipt of the applicable replacement. A return-mailing label is included in the overnight replacement shipment. Contractor may invoice County for any materials not returned within such a period.

NEXT BUSINESS DAY ON-SITE FIELD ENGINEER (FOR PART REPLACEMENT) After telephone Help Desk troubleshooting and isolation procedures are completed Contractor will dispatch a Field Engineer for replacement of suspected failed parts on the Products. This service is on-site at the County location the next business day for problems diagnosed prior to 3:00PM local time.

• If on-site replacement does not resolve the suspected trouble issue, Contractor will remain on-site at no additional charge to further isolate and resolve the problem if a product is still suspected as its source. If Contractor determines that no product is such a source, the Field Engineer may stay on-site to assist other vendors, network carriers or in-house wiring personnel at preferred Time and Materials rates.

• Pricing includes Contractor travel expenses within the continental 48 United States.

• Next day on-site services are available through the 48 continental United States.

NETWORK SUPPORT ASSISTANCE Contractor will assist the County with determining if the problem is equipment or network related.

• If it is determined that the problem is network related, Contractor will assist the County with calling the local exchange carrier (LEC) or long distance carrier to open a trouble ticket if requested. Contractor will not take ownership of the trouble ticket, but will make every effort to assist the County in getting the network trouble resolved. Once the carrier reports that the trouble is fixed, Contractor will work with the County to verify that the videoconference system is working correctly.

SOFTWARE UPDATE ASSISTANCE Any software updates (corrections to anomalies or “bug fixes” that may or may not include additional enhancements to the operation or functionality of the system characteristics) supplied to County by an equipment manufacturer will be supplied by and remotely installed by Contractor at no additional charge at the County’s request.

• Software upgrades (improvements solely for the purpose of enhancing the operation or functionality of a system) can be purchased through Contractor at County request.

EXCLUDED SERVICES. The offered services do not include any of the following:

• Electrical work external to the system

• Repair of damage to or defects in the system resulting from causes external to the system including fire, accident, neglect, misuse, vandalism, water, lightning, or failure of the installation site to conform to Contractor’s applicable specifications, or resulting from use of the system for other than intended purposes, or resulting from maintenance or attempted repair of a system by persons other than Contractor’s employees or persons authorized by Contractor.

• Furnishing supplies or accessories or painting or refinishing the system.

• Services in connection with relocation of the system, or the addition or removal of items of equipment or parts, attachments, features, or other devices not furnished by Contractor or the maintenance of alterations, attachments or other devices not furnished by Contractor, including communications devices, networks or links.

• Contractor support only covers approved product configurations.

• Damage, defects or service interruptions caused by County-provided networks or links.

• Next Business Day On-Site Field Engineer (for part replacement). Upon County’s specific request, Contractor shall perform ONSITE SERVICES based on the Time and Materials Fee schedule herein.

SERVICE DELAYS. Contractor may inform the County that T&M labor rates will begin to apply for the completion of Services when delays beyond Contractor's control cause on-site involvement by Contractor’s Technical Services Engineers. These include (but are not limited to); delays caused by trouble issues or uncompleted tasks provided by other responsible parties, network troubles, other County premise equipment problems, and any cabling problems. Contractor will obtain prior written approval from County for these charges.

FEES. The annual fee to provide services and maintenance shall be the Service Fee set forth in the applicable Order.

• All services and materials will be provided within the Service Fee. There will be no additional charges for Contractor travel, repair or replacement of parts for such Services and Materials.

• Charges for excluded services performed by Contractor will be invoiced monthly upon completion of such services according to the TIME AND MATERIALS schedule below.

• Fees charged hereunder do not include federal, state or local excise, sales, value added, use and other taxes now or hereafter levied or imposed on the Services and Materials or otherwise arising as a result of the Services.

TIME AND MATERIALS FEES: All Time and Materials work performed will be based on the following rates:

	With Maintenance Agreement in Effect	Without Maintenance Agreement in Effect
Helpdesk/Remote Support	$125.00 per hour	$195.00 per hour
On-site Field Engineer	$195.00 per hour (4 hour min.)	$250.00 per hour (4 hour min.)
Providea Professional Services – Remote	$225.00 per hour	$325.00 per hour
Providea Professional Services – On-Site	$325.00 per hour (4 hour min.)	$375.00 per hour (4 hour min.)

COUNTY’S OBLIGATIONS Contractor will have free and full access to the Products in order to provide Services. County must, subject to County’s reasonable production and operational needs, make available to Contractor a minimum four-hour window to technicians for on-site trouble resolution and a minimum six hours for installation.

• County will provide adequate working space (including heat, light, ventilation, electric current and outlets) for the use of Contractor’s maintenance personnel. These facilities shall be within a reasonable distance from the Products and shall be provided at no charge to Contractor.

ASSIGNMENT OF SERVICE Maintenance services may be assigned if the system is transferred. Services are valid only for the Equipment covered under previous ownership. The assignment must be in written form, signed by the County, and the new assignee, and mailed, e-mailed, or faxed to Contractor. Assignments will not be valid if in breach of local or U.S. exporting regulations. If assignments are reviewed and deemed non-complainant, then Contractor may exercise contract cancellation.

The methods and techniques used to provide services to the County are within the Contractor’s discretion, but subject to County Information Services Department’s technology policies, guidelines, and requirements. The amount of time, specific hours, and location of the performance of Contractor’s services is also left to the Contractor’s discretion provided that Contractor coordinates with County departments as needed.

EXHIBIT B – PAYMENTS AND RATES

AGREEMENT BETWEEN COUNTY OF SAN MATEO

AND PROVIDEA, INC.

In consideration of the services provided by Contractor in Exhibit “A”, County shall pay Contractor based on the following fee schedule:

1. SCHEDULE OF CHARGES

HARDWARE TOTAL $ 137,075

SUPPORT/SERVICES $ 64,380.00

TAX $ 11,308.69

SHIPPING $ 1,100

TOTAL $ 213,863.69

When Contractor accepts an order, Contractor will provide County with an estimated ship date(s) for all products ordered. If County is not satisfied with the products or is required to return the products for deficiencies, it has the right to return them. Unless indicated otherwise by Contractor at the time of delivery, County shall contact the Contractor’s RMA Department at 805-384-9995 or Contractor’s Account Manager, Adam Moss, at 408-280-0537 or via email at amoss@provideasolutions.com , to request a Returned Materials Authorization (RMA) number for each return. A restocking fee may apply for returned products.

All Purchase Orders issued for Products must contain the following information:

Product part numbers

Product descriptions

Product prices

Quantities

Payment terms

Purchase order number

Requested shipment date

Ship to location

Shipping method

Installation site location

Bill to location

Special instructions or directions (if required)

Delivery, Inspection and Acceptance Unless specified otherwise by the Order, County’s final inspection and acceptance shall be at destination. Failure to inspect and accept or reject Products shall not relieve Contractor from responsibility for compliance with Order requirements nor impose liability on County. County must report any damaged and/or missing products on shipments within 48 hours of receipt, to allow Contractor to file a claim with the freight carrier. If County receives the equipment on a Friday, the 48 hour inspection period will begin on the following Monday. The Contractor will make every effort to avoid deliveries to the County on Fridays, due to the County’s building schedule. Failure to report damaged and/or missing products may relieve the Contractor and/or freight carrier of liability for such products.

County will pay 20% of contract amount upon full execution of this Agreement. The County will submit payment within thirty (30) days of receipt of invoice conditioned upon the approval of work performed during the billing cycle.

In no event shall total payment exceed an amount of ($213,864). The County will have the right to withhold payment if the County determines that the quantity or quality of work performed is unacceptable.

Contractor agrees that the requirements of this Agreement pertaining to the protection of proprietary rights and confidentiality shall survive termination of this Agreement.

EXHIBIT C – MASTER PURCHASE AGREEMENT LIST

AGREEMENT BETWEEN COUNTY OF SAN MATEO

AND PROVIDEA, INC.


County of San Mateo Master List
	Description
	TANDBERG Edge 95 MXP with TANDBERG PrecisionHD Camera (Maintenance Contract Required)
	TANDBERG Edge 95 MXP Natural Presenter Package (NPP) Option. Powerful live presentations through one-step PC plug-in or LAN connection. View presentations and presenter simultaneously with either DuoVideo or H.239. Allows direct connection of PC XGA output to system.
Services
	On-Site Install & 1-Year Remote Real-Time Support™ - TANDBERG EDGE 95. A volume discount for on-site installations will be provided once County of San Mateo confirms their selection of this service.

Cart/Monitor Package 1

	50" Pioneer High Resolution (XGA) Plasma Display - Commercial Model - For training rooms. The 50" plasma can be a single or dual monitor set-up to accommodate additional needs for the training room. In addition, if there are needs to have the presentation more prominently displayed, Providea can easily provide a ceiling mounted projector.
	iPlus - Speakers for 50" Pioneer Plasma
	iPlus - Cart-Top Mount for Single 30"- 61" Flat-Panel Display (includes camera / codec mount)
	iPlus - Rollabout Cart for Flat-Panel Display - With Handles - Holds Flat-Panel up to 50"
Services
	iPlus - Warranty Upgrade for Flat-Panel Display configured - Upgrades manufacturer warranty coverage to on-site warranty and extends to 36 months of coverage - covers screen only - does not cover burn-in or lamp replacement.
	iPlus - InstallationPlus Adder - For On-Site Cart Installation With 1 or 2 Displays 50" or under (concurrent with codec installation)

Cart/Monitor Package 2

	42" Pioneer High Resolution (XGA) Plasma Display - Commercial Model - For conference rooms.
	iPlus - Speakers for 42" Pioneer Plasma
	iPlus - Cart-Top Mount for Single 30"- 61" Flat-Panel Display (includes camera / codec mount)
	iPlus - Rollabout Cart for Flat-Panel Display - With Handles - Holds Flat-Panel up to 50"
Services
	iPlus - Warranty Upgrade for Flat-Panel Display configured - Upgrades manufacturer warranty coverage to on-site warranty and extends to 36 months of coverage - covers screen only - does not cover burn-in or lamp replacement.
	iPlus - InstallationPlus Adder - For On-Site Cart Installation With 1 or 2 Displays 50" or under (concurrent with codec installation)

Accessories

	AudioScience Ceiling mounted boundary microphone: powerful microphone provides excellent sound in large meeting rooms, replaces need for up to 6 conventional microphones--OPTIONAL
	New optional remote control available for applications that require easy access to sources like PC, DVD, and Camera, as well as other preset and service functionality.
	Samsung 5500ST Document Camera


AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND PROVIDEA, INC.

THIS AGREEMENT, entered into this ____ day of _________, ________, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and PROVIDEA, 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; and
WHEREAS, it is necessary and desirable that Contractor be retained for the purpose of providing a County-wide video conferencing solution including the purchase of video conferencing hardware/software, technical services, and the creation of a Master Purchase Agreement;
NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO 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—Master Purchase Agreement List
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 Exhibit “A.”
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," 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 TWO HUNDRED THIRTEEN THOUSAND EIGHT HUNDRED SIXTY FOUR DOLLARS ($213,864).
4.	Term and Termination.
	Subject to compliance with all terms and conditions, the term of this Agreement shall be from APRIL 24, 2007 through APRIL 23, 2010.
	This Agreement may be terminated by Contractor or by the Chief Information Officer of San Mateo County, or his/her designee, at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party.
	In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be a portion of the full payment which is determined by comparing the work/services completed to the work/services required by this Agreement.
5.	Availability of Funds.
	The County may terminate this Agreement or a portion of the services referenced in the Attachments and Exhibits based upon unavailability of Federal, State, or County funds, by providing written notice to Contractor as soon as is reasonably possible after the County learns of said unavailability of outside funding.
6.	Relationship of 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 the County and that Contractor acquires none of the rights, privileges, powers, or advantages of County employees.
7.	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, (C) any sanctions, penalties, or claims of damages resulting from Contractor’s failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, 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, employees, or 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 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.
8.	Assignability and Subcontracting.
	Contractor shall not assign this Agreement or any portion thereof to a third party or subcontract with a third party to provide services required by Contractor under this Agreement without the prior written consent of County. Any such assignment or subcontract without the County’s prior written consent shall give County the right to automatically and immediately terminate this Agreement.
9.	Insurance.
	The Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by County’s Risk Manager, and Contractor shall use diligence to obtain such insurance and to obtain such approval. The Contractor shall furnish the Information Services Department with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the 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 Chief Information Officer of any pending change in the limits of liability or of any cancellation or modification of the policy.
A.		Worker's Compensation and Employer's Liability Insurance. The Contractor shall have in effect, during the entire life of this Agreement Workers' Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor certifies, as required by Section 1861 of the California Labor Code, that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and Contractor will comply with such provisions before commencing the performance of the work of this Agreement.
B.		Liability Insurance. The 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 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 claims for property damage which may arise from Contractor’s 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 be not less than the amount specified below.
		Such insurance shall include:
				1)	Comprehensive General Liability . . . . . . . . . . . . . . .	$1,000,000
				2)	Motor Vehicle Liability Insurance . . . . . . . . . . . . . . .	$1,000,000
				3)	Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . .	$1,000,000
		County and its officers, 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 the County, its officers, agents, employees, and servants shall be primary insurance to the full limits of liability of the policy, and that if the County or its officers and employees have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.
		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 canceled, the County of San Mateo, 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.
10.	Compliance with Laws; Payment of Permits/Licenses.
	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, ordinances, and regulations, including, but not limited to, Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and incorporated by reference herein as Attachment “I,” which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. In the event of a conflict between the terms of this Agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement. Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance.
11.	Non-Discrimination.
A.		Section 504 applies only to Contractors who are providing services to members of the public. Contractor shall comply with § 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this Agreement.
B.		General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or be subjected to discrimination under this Agreement.
C.		Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.
D.		Violation of non-discrimination provisions. Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject the Contractor to penalties, to be determined by the County Manager, including but not limited to:
			1)		termination of this Agreement;
			2)		disqualification of the Contractor from bidding on or being awarded a County contract for a period of up to 3 years;
			3)		liquidated damages of $2,500 per violation;
			4)		imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager.
		To effectuate the provisions of this section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or 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 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 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 complainant, a copy of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of their response to the Complaint when filed.
E.		Compliance with Equal Benefits Ordinance. With respect to the provision of employee benefits, Contractor shall comply with the County Ordinance which prohibits Contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse.
F.		The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated as if fully set forth herein.
G.		Compliance with Contractor Employee Jury Service Ordinance Contractor shall comply with the County Ordinance with respect to provision of jury duty pay to employees and have and adhere to a written policy that provides that its employees shall receive from the Contractor, on an annual basis, no less than five days of regular pay for actual jury service in San Mateo County. The policy may provide that employees deposit any fees received for such jury service with the Contractor or that the Contractor deduct from the employee’s regular pay the fees received for jury service.
12.	Retention of Records, Right to Monitor and Audit.
	(a) Contractor shall maintain all required records for three (3) years after the County makes final payment and all other pending matters are closed, and shall be subject to the examination and/or audit of the County, a Federal grantor agency, and the State of California. (b) Reporting and Record Keeping: Contractor shall comply with all program and fiscal reporting requirements set forth by appropriate Federal, State and local agencies, and as required by the County. (c) Contractor agrees to provide to County, to any Federal or State department having monitoring or review authority, to County's authorized representatives, and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine all records and documents necessary to determine compliance with relevant Federal, State, and local statutes, rules and regulations, and this Agreement, and to evaluate the quality, appropriateness, and timeliness of services performed.


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

		COUNTY OF SAN MATEO A Political Subdivision of the State of California

		By:
			President, Board of Supervisors, San Mateo County

Date:

ATTEST:

By:
	Clerk of Said Board



		PROVIDEA, INC.


		By:




Date:

Exhibits.

Services to be performed by Contractor.

Term and Termination.

Availability of Funds.

Relationship of Parties.

Insurance.

Compliance with Laws; Payment of Permits/Licenses.

Non-Discrimination.

The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated as if fully set forth herein.

Retention of Records, Right to Monitor and Audit.

Merger Clause.

Controlling Law.

Notices.

Chris Flatmoe, CIO/Director

Camarillo, CA 93012

1. SCOPE OF WORK