AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND VIGNETTE CORPORATION

THIS AGREEMENT, entered into this _____ day of _______, ______, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and VIGNETTE CORPORATION 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 the providing professional services for the installation, implementation, and configuration of Vignette software;

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

1.

Exhibits and Attachments

The following exhibits and attachments are included hereto and incorporated by reference herein: Exhibit A—Services Exhibit B—Payments and Rates

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 unsatisfactory. In no event shall the County’s total fiscal obligation under this Agreement exceed ONE HUNDRED SEVENTY SEVEN THOUSAND EIGHT HUNDRED DOLLARS [$177,800].

4.

Term and Termination

Subject to compliance with all terms and conditions, the term of this Agreement shall be from OCTOBER 30, 2007 through OCTOBER 29, 2008.

This Agreement may be terminated by Contractor or by the Chief Information Officer, 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 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 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 . . . . . . . . . . . . . . . . . . (2) Motor Vehicle Liability Insurance . . . . . . . . . . . . . . . . . . (3) Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,000,000

$1,000,000

$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, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and the Americans with Disabilities Act of 1990, as amended. 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, Attachments, and Appendices 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 the Exhibits "A" and “B”, Attachments, and Appendices attached hereto, the terms, conditions, or specifications set forth herein shall prevail.

14.

Controlling Law

The validity of this Agreement and of its terms or 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, 3rd Floor Redwood City, CA 94063 In the case of Contractor, to: Vignette Corporation

1301 S. MoPac Expressway, Suite 100

Austin, TX 78746

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

COUNTY OF SAN MATEO A Political Sub-division of the State of California

By:

Rose Jacobs Gibson, President, Board of Supervisors, San Mateo County

Date:

ATTEST:

By:

Clerk of Said Board

VIGNETTE CORPORATION

Contractor’s Signature

Date:

EXHIBIT A - SERVICES AGREEMENT BETWEEN COUNTY OF SAN MATEO AND VIGNETTE CORPORATION

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

1.

SCOPE OF WORK

Contractor will provide the County’s Information Services Department with professional services focused on providing technical assistance and project guidance during the installation, implementation, and/or configuration of software licensed separately from Contractor.

Description of the Activity Estimated Effort Validation of Existing VAP, VCM and DPM version 7.x Installation 1 week Requirements and Design - Detailed Requirements Definition review - Vap, Vcm, DPM design to meet requirements 3 weeks VCM Content types and workflow development - install VPO packages as appropriate 3 weeks VAP, DPM development 5 weeks Content Migration from existing V6 system 6 weeks Integration Testing 2 weeks Deployment Support and Knowledge Transfer 2 weeks Total Time and Materials Services 880 hours (22 weeks)

County’s Information Services Department (ISD) will perform/provide the following:

• Provide an executive sponsor whom the Contractor’s Project Lead will have immediate, frequent, and direct access to for key project updates and issues

• Establish a Project Manager who will be the single point of contact for scheduling and performing Contractor services

• Coordinating and managing all non-Contractor resources involved on the project

• Provide dedicated personnel to assist in the completion of the project. The time required to complete this project, as well as fees associated with the project, are contingent upon this availability

• Perform periodic and timely reviews, approvals, and sign-offs by County in order to keep the project on schedule

• Provide the required functional expertise needed to understand the project requirements

• Provide experienced System Administrators familiar with Operating System Administration and County’s internal network features

• Provide ready access to documentation (technical, process, and organizational) deemed key to the project

• Provide the appropriate environment, systems, information, facilities access and resources for Contractor to work effectively and access to resources necessary to complete the exercise

• Provide remote access to required systems in order to minimize travel time and expenses

• License or provide the appropriate hardware and third-party software necessary for the installation work. The hardware and software will be in place and available for use by Contractor according to the project plan.

• Provide, either directly or through a third party, timely access to technical personnel with sufficient understanding of the technology to allow a successful installation

• Deploy Contractor software on hardware, software and software versions (“platforms”) specifically supported by Contractor

Project Change Requests

• Any new requirements, missed dependencies, lack of dedicated skilled County resources, or material delays that affect the project scope and schedule might affect the number of service days, travel, and living expenses incurred by the Contractor

• The County understands and acknowledges that Contractor does not guaranty or warrant that any or all Deliverables, requested by County, will be achieved within this contracted timeframe

•Contractor shall work on the tasks assigned by County. If it is determined that the number of days required to deliver the Services specified exceeds the estimated days within the project timeframe, Contractor will work with the County to submit a Project Change Request for additional time and materials hours

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 VIGNETTE CORPORATION

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

PROFESSIONAL SERVICES ($185*880 HOURS) $162,800 REIMBURSABLE EXPENSES* $15,000 TOTAL $177,800

Contractor will bill based on work actually performed, not to exceed $177,800. *Contractor will provide the County’s Information Services Department with original receipts for all reimbursable expenses. Contractor shall be reimbursed for mileage at $0.44 per mile, and direct costs for lodging, meals, car rental, and airfare. Meals shall be at the County’s per diem rate of $35 per day.

The County will submit payment within thirty (30) days of receipt of invoice conditioned upon the approval of work performed during the billing cycle. Contractor will invoice County monthly in arrears.

In no event shall total payment under this Agreement exceed an amount of ONE HUNDRED SEVENTY SEVEN THOUSAND EIGHT HUNDRED DOLLARS ($177,800). The County will have the right to withhold payment if the County determines that the quantity or quality of work performed is unsatisfactory.

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