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Agenda Item Id:
Item Title
SOLE SOURCE AGREEMENT WITH HLP, INC.
C Number: C-79-14-088-3-00
Action Requested:
Approve a sole source agreement, Serial 13076-SS, between Maricopa County and HLP, Inc. for the
purchase of animal care and control software and related services. The estimated total annual
expenditure of $130,098 is based on a contract amount (Exhibit A). Total expenditures will not exceed
individual budgetary authorizations. Term of the agreement is from January 1, 2014 through December
31, 2014. Office of Procurement Services has approved the Sole Source status.
Board Required Information:
Additional Information:
HLP, Inc. is the sole developer, proprietor and distributor of CMS software, also known as "Chameleon".
Maricopa County Animal Care and Control uses Chameleon software to register licensing data, animal
intake and disposition, and all other facets of animal tracking. HLP, Inc. provides annual support and
maintenance associated with their software.
This procurement is being conducted in accordance with the Maricopa County.Procurement Code and
the Sole Source Procedure.
Expenditure Impact By FY:
Estimated FY Expenditure:
FY2014: $65,049
FY2015: $65,049
Item Notes:
Is there a Financial Impact?
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CONTRACT PURSUANT TO SOLE SOURCE
SERIAL 13076-SS
This Contract is entered into this
day of
2014by and between Maricopa County ("County"),
a political subdivision of the State of Arizona, anl HLP Inc., n Arizona corporation ("Contractor") for the purchase
of animal care and control software and related services.
1.0 CONTRACT TERM:
1.1
This Contract is for a term of one (1) year, beginning on the
day of 2013
and ending the day of
,20 .
1.2
The County may, at its option and with the agreement of the Contractor, renew the term
of this Contract for additional terms up to a maximum of three (3) years, (or at the
County's sole discretion, extend the contract on a month-to-month bases for a maximum
of six (6) months after expiration).
The County shall notify the Contractor in writing of its
intent to extend the Contract term at least thirty (30) calendar days prior to the expiration of the
original contract term, or any additional term thereafter.
2.0 FEE ADJUSTMENTS:
Any request for a fee adjustment must be submitted sixty (60) days prior to the current Contract annual
anniversary. Requests for adjustment in cost of labor and/or materials must be supported by appropriate
documentation. If County agrees to the adjusted fee, County shall issue written approval of the change.
The reasonableness of the request will be determined by comparing the request with the (Consumer Price
Index) or by performing a market survey.
3.0
PAYMENTS:
3.1
As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit "A."
3.2
Payment shall be made upon the County's receipt of a properly completed invoice.
3.3
INVOICES:
3.3.1
The Contractor shall submit one (1) legible copy of their detailed invoice before
payment(s) can be made. At a minimum, the invoice must provide the following
information:
•
Company name, address and contact
•
County bill-to name and contact information
•
Contract serial number
•
County purchase order number
•
Invoice number and date
•
Payment terms
•
Date of service or delivery
SERIAL 13076-SS
•
Quantity
•
Contract Item number(s)
•
Description of service provided
•
Pricing per unit of service
•
Freight (if applicable)
•
Extended price
•
Mileage w/rate (if applicable)
•
Total Amount Due
3.3.2
Problems regarding billing or invoicing shall be directed to the County as listed on the
Purchase Order.
3.3.3
Payment shall be made to the Contractor by Accounts Payable through the Maricopa
County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT)
process. After Contract Award the Contractor shall complete the Vendor Registration
Form located on the County Department of Finance Vendor Registration Web Site
(http://www.maricopa.gov/FinanceNendors.asnx).
3.3.4
EFT payments to the routing and account numbers designated by the Contractor will
include the details on the specific invoices that the payment covers. The Contractor is
required to discuss remittance delivery capabilities with their designated financial
institution for access to those details.
4.0 AVAILABILITY OF FUNDS:
4.1
The provisions of this Contract relating to payment for services shall become effective when funds
assigned for the purpose of compensating the Contractor as herein provided are actually available
to County for disbursement. The County shall be the sole judge and authority in determining the
availability of funds under this Contract. County shall keep the Contractor fully informed as to the
availability of funds.
4.2
If any action is taken by any state agency, Federal department or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection
with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in
connection with, this Contract. In the event of termination, County shall be liable for payment
only for services rendered prior to the effective date of the termination, provided that such seriices
are performed in accordance with the provisions of this Contract. County shall give written notice
of the effective date of any suspension, amendment, or termination under this Section, at least ten
(10) days in advance.
5.0
DUTIES:
5.1
The Contractor shall perform all duties stated in Exhibit "A" and Exhibit "B", or as otherwise
directed in writing by the Procurement Officer.
5.2
During the Contract term, County shall provide Contractor's personnel with adequate workspace
for consultants and such other related facilities as may be required by Contractor to carry out its
contractual obligations.
6.0 TERMS and CONDITIONS:
6.1
INDEMNIFICATION:
6.1.1
To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold
harmless County, its agents, representatives, officers, directors, officials, and employees
from and against all claims, damages, losses and expenses, including, but not limited to,
attorney fees, court costs, expert witness fees, and the cost of appellate proceedings,
relating to, arising out of, or alleged to have resulted from the negligent acts, errors,
omissions, mistakes or malfeasance relating to the performance of this Contract.
SERIAL 13076-SS
Contractor's duty to defend, indemnify and hold harmless County, its agents,
representatives, officers, directors, officials, and employees shall arise in connection with
any claim, damage, loss or expense that is caused by any negligent acts, errors, omissions
or mistakes in the performance of this Contract by the Contractor, as well as any person
or entity for whose acts, errors, omissions, mistakes or malfeasance Contractor may be
legally liable.
6.1.2
The amount and type of insurance coverage requirements set forth herein will in no way
be construed as limiting the scope of the indemnity in this paragraph.
The scope of this indemnification does not extend to the sole negligence of County
6.2
INSURANCE:
6.2.1
Contractor, at Contractor's own expense, shall purchase and maintain the herein
stipulated minimum insurance from a company or companies duly licensed by the State
of Arizona and possessing a current A.M. Best, Inc. rating of 13:1--F. In lieu of State of
Arizona licensing, the stipulated insurance may be purchased from a company or
companies, which are authorized to do business in the State of Arizona, provided that
said insurance companies meet the approval of County. The form of any insurance
policies and forms must be acceptable to County.
6.2.2
All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Contract is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Contract.
6.2.3
Contractor's insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
6.2.4
Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County's right to coverage
afforded under the insurance policies.
6.2.5
The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. Contractor shall be
solely responsible for the deductible and/or self-insured retention and County, at its
option, may require Contractor to secure payment of such deductibles or self-insured
retentions by a surety bond or an irrevocable and unconditional letter of credit.
6.2.6
County reserves the right to request and to receive, within 10 working days, certified
copies of any or all of the herein required insurance certificates. County shall not be
obligated to review policies and/or endorsements or to advise Contractor of any
deficiencies in such policies and endorsements, and such receipt shall not relieve
Contractor from, or be deemed a waiver of County's right to insist on strict fulfillment of
Contractor's obligations under this Contract.
6.2.7
The insurance policies required by this Contract, except Workers' Compensation shall
name County, its agents, representatives, officers, directors, officials and employees as
Additional Insureds.
6.2.8
The policies required hereunder, except Workers' Compensation, shall contain a waiver
of transfer of rights of recovery (subrogation) against County, its agents, representatives,
officers, directors, officials and employees for any claims arising out of Contractor's
work or service.
6.2.9
Commercial General Liability:
SERIAL 13076-SS
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for bodily injury, broad form property damage,
personal injury, products and completed operations and blanket contractual coverage, and
shall not contain any provision which would serve to limit third party action over claims.
There shall be no endorsement or modification of the CGL limiting the scope of coverage
for liability arising from explosion, collapse, or underground property damage.
6.2.10 Workers' Compensation:
6.2.11.1 Workers' Compensation insurance to cover obligations imposed by federal
and state statutes having jurisdiction of Contractor's employees engaged in the
performance of the_ work or services under this Contract; and Employer's
Liability insurance of not less than $1,000,000 for each accident, $1,000,000
disease for each employee, and $1,000,000 disease policy limit.
6.2.11.2 Contractor waives all rights against County and its agents, officers, directors
and employees for recovery of damages to the extent these damages are
covered by ,the Workers' Compensation and Employer's Liability or
commercial umbrella liability insurance obtained by Contractor pursuant to
this Contract.
6.2.11 Certificates of Insurance.
6.2.13.1 Prior to commencing work or services under this Contract, Contractor shall
have insurance in effect as required by the Contract in the form provided by
the County, issued by Contractor's insurer(s), as evidence that policies
providing the required coverage, conditions and limits required by this
Contract are in full force and effect. Such certificates shall be made available
to the County upon ten (10) business days. BY SIGNING THE
AGREEMENT PAGE THE CONTRACTOR AGREES TO THIS
REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT
WILL RESULT IN CANCELLATION OF CONTRACT.
6.2.13:2 In the event any insurance policy (ies) required by this contract is (are) written
on a "claims made" basis, coverage shall extend for two years past completion
and acceptance of Contractor's work or services and as evidenced by annual
Certificates of Insurance.
6.2.13.3 If a policy does expire during the life of the Contract, a renewal certificate
must be sent to County fifteen (15) days prior to the expiration date.
6.2.12 Cancellation and Expiration Notice.
Insurance required herein shall not be permitted to expire, be canceled, or materially
changed without thirty (30) days prior written notice to the County.
6.3
WARRANTY OF SERVICES:
6.3.1
The Contractor warrants that all services provided hereunder will conform to the
requirements of the Contract, including all descriptions, specifications and attachments
made a part of this Contract. County's acceptance of services or goods provided by the
Contractor shall not relieve the Contractor from its obligations under this warranty.
6.3.2
In addition to its other remedies, County may, at the Contractor's expense, require prompt
correction of any services failing to meet the Contractor's warranty herein. Services
corrected by the Contractor shall be subject to all the provisions of this Contract in the
manner and to the same extent as services originally furnished hereunder.
SERIAL 13076-SS
6.4
INSPECTION OF SERVICES:
6.4.1
The Contractor shall provide and maintain an inspection system acceptable to County
covering the services under this Contract. Complete records of all inspection work
performed by the Contractor shall be maintained and made available to County during
contract performance and for as long afterwards as the Contract requires.
6.4.2
County has the right to inspect and test all services called for by the Contract, to the
extent practicable at all times and places during the term of the Contract. County shall
perform inspections and tests in a manner that will not unduly delay the work.
6.4.3
If any of the services do not conform with Contract requirements, County may require the
Contractor to perform the services again in conformity with Contract requirements, at no
increase in Contract amount. When the defects in services cannot be corrected by re-
performance, County may:
6.4.3.1 Require the Contractor to take necessary action to ensure that future
performance conforms to Contract requirements; and
6.4.3.2 Reduce the Contract price to reflect the reduced value of the services performed.
6.4.4
If the Contractor fails to promptly perform the services again or to take the necessary
action to ensure future performance in conformity with Contract requirements, County
may:
6.4.4.1 By Contract or otherwise, perform the services and charge to the Contractor any
cost incurred by County that is directly related to the performance of such
service; or
6.4.4.2 Terminate the Contract for default.
6.5
PROCUREMENT CARD ORDERING CAPABILITY:
The County may determine to use a MasterCard Procurement Card, to place and make payment
for orders under the Contract.
6.6
INTERNET ORDERING CAPABILITY:
The County intends, at its option, to use the Internet to communicate and to place orders under this
Contract.
6.7
NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
ATTN: Contract Administration
320 West Lincoln Street
Phoenix, Arizona 85003-2494
For Contractor:
Keith Brakey
HLP, INC.
9888 W Belleview Ave #110
SERIAL 13076-SS
Littleton, Colorado 80123
6.8
REQUIREMENTS CONTRACT:
6.8.1
Contractor signifies its understanding and agreement by signing this document that this
Contract is a requirements contract. This Contract does not guarantee any purchases will
be made (minimum or maximum). Orders will only be placed when County identifies a
need and issues a purchase order or a written notice to proceed.
6.8.2
County reserves the right to cancel purchase orders or notice to proceed within a
reasonable period of time after issuance. Should a purchase order or notice to proceed be
canceled, the County agrees to reimburse the Contractor for actual and documented costs
incurred by the Contractor. The County will not reimburse the Contractor for any
avoidable costs incurred after receipt of cancellation, or for lost profits, or shipment of
product or performance of services prior to issuance of a purchase order or notice to
proceed.
6.8.3
Purchase orders will be cancelled in writing.
6.9
TERMINATION FOR CONVENIENCE:
The County reserves the right to terminate the Contract in whole or in part at any time, when in
the best interests of the County without penalty or recourse. Upon receipt of the written notice,
the Contractor shall immediately stop all work, as directed in the notice, notify all subcontractors
of the effective date of the termination and minimize all further costs to the County. In the event
of termination under this paragraph, all documents, data and reports prepared by the Contractor
under the Contract shall become the property of and be delivered to the County upon demand.
The Contractor shall be entitled to receive just and equitable compensation for work in progress,
work completed and materials accepted before the effective date of the termination.
6.10 TERMINATION FOR DEFAULT:
6.10.1 In addition to the rights reserved in the Contract, the County may terminate the Contract
in whole or in part due to the failure of the Contractor to comply with any term or
condition of the Contract, to acquire and maintain all required insurance policies, bonds,
licenses and permits, or to make satisfactory progress in performing the Contract. The
Procurement Officer shall provide written notice of the termination and the reasons for it
to the Contractor.
6.10.2 Upon termination under this paragraph, all goods, materials, documents, data and reports
prepared by the Contractor under the Contract shall become the property of and be
delivered to the County on demand.
6.10.3 The County may, upon termination of this Contract, procure, on terms and in the manner
that it deems appropriate, materials or services to replace those under this Contract. The
Contractor shall be liable to the County for any excess costs incurred by the County in
procuring materials or services in substitution for those due from the Contractor.
6.10.4 The Contractor shall continue to perform, in accordance with the requirements of the
Contract, up to the date of termination, as directed in the termination notice.
6.11 TERMINATION BY THE COUNTY:
If the Contractor should be adjudged bankrupt or should make a general assignment for the benefit
of its creditors, or if a receiver should be appointed on account of its insolvency, the County may
terminate the Contract. If the Contractor should persistently or repeatedly refuse or should fail,
except in cases for which extension of time is provided, to provide enough properly skilled
workers or proper materials, or persistently disregard laws and ordinances, or not proceed with
SERIAL 13076-SS
work or otherwise be guilty of a substantial violation of any provision of this Contract, then the
County may terminate the Contract. Prior to termination of the Contract, the County shall give the
Contractor fifteen- (15) calendar day's written notice. Upon receipt of such termination notice, the
Contractor shall be allowed fifteen (15) calendar days to cure such deficiencies.
6.12 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. §38-511 the County may cancel this Contract without
penalty or further obligation within three years after execution of the contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County is at any time while the Contract or any extension of the Contract is in effect,
an employee or agent of any other party to the Contract in any capacity or consultant to any other
party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to
A.R.S §38-511 the County may recoup any fee or commission paid or due to any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County from any other party to the contract arising as the result of the Contract.
6.13 OFFSET FOR DAMAGES;
In addition to all other remedies at law or equity, the County may offset from any money due to
the Contractor any amounts Contractor owes to the County for damages resulting from breach or
deficiencies in performance under this contract.
6.14 ADDITIONS/DELETIONS OF SERVICE:
6.14.1 The County reserves the right to add and/or delete materials to a Contract. If a service
requirement is deleted, payment to the Contractor will be reduced proportionately, to the
amount of service reduced in accordance with the bid price. If additional materials are
required from a Contract, prices for such additions will be negotiated between the
Contractor and the County.
6.14.2 The County reserves the right of final approval on proposed staff for all Task Orders.
Also, upon request by the County, the Contractor will be required to remove any
employees working on County projects and substitute personnel based on the discretion
of the County within two business days, unless previously approved by the County.
6.15 RELATIONSHIPS:
In the performance of the services described herein, the Contractor shall act solely as an
independent contractor, and nothing herein or implied herein shall at any time be construed as to
create the relationship of employer and employee, partnership, principal and agent, or joint venture
between the District and the Contractor.
6.16 SUBCONTRACTING:
The Contractor may not assign this Contract or subcontract to another party for performance of the
terms and conditions hereof without the written consent of the County, which shall not be
unreasonably withheld. All correspondence authorizing subcontracting must reference the
Proposal Serial Number and identify the job project.
6.17 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa
County Office of Procurement Services shall be responsible for approving all amendments for
Maricopa County.
6.18 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
SERIAL 13076-SS
6.18.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the
Contractor agrees to retain all books, records, accounts, statements, reports, files, and
other records and back-up documentation relevant to this Contract for six (6) years after
final payment or until after the resolution of any audit questions which could be more
than six (6) years, whichever is latest. The County, Federal or State auditors and any
other persons duly authorized by the Department shall have full access to, and the right to
examine, copy and make use of, any and all said materials.
6.18.2 If the Contractor's books, records, accounts, statements, reports, files, and other records
and back-up documentation relevant to this Contract are not sufficient to support and
document that requested services were provided, the Contractor shall reimburse Maricopa
County for the services not so adequately supported and documented.
6.18.3 If at any time it is determined by the County that a cost for which payment has been made
is a disallowed cost, the County shall notify the Contractor in writing of the
disallowance. The course of action to address the disallowance shall be at sole discretion
of the County, and may include either an adjustment to future claim submitted by the
Contractor by the amount of the disallowance, or to require reimbursement forthwith of
the disallowed amount by the Contractor by issuing a check payable to Maricopa County.
6.19 AUDIT DISALLOWANCES:
If at any time, County determines that a cost for which payment has been made is a disallowed
cost, such as overpayment, County shall notify the Contractor in writing of the disallowance.
County shall also state the means of correction, which may be but shall not be limited to
adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or
to require repayment of the disallowed amount by the Contractor.
6.20
SEVERAB1LITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of this Contract.
6.21 RIGHTS IN DATA:
The County shall own have the use of all data and reports resulting from this Contract without
additional cost or other restriction except as provided by law. Each party shall supply to the other
party, upon request, any available information that is relevant to this Contract and to the
performance hereunder.
6.22 INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes
all prior negotiations, proposals, communications, understandings, representations, or agreements,
whether oral or written, express or implied.
6.23 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.23.1 By entering into the Contract, the Contractor warrants compliance with the Immigration
and Nationality Act (MA using e-verify) and all other federal immigration laws and
regulations related to the immigration status of its employees and A.R.S.. §23-214(A). The
contractor shall obtain statements from its subcontractors certifying compliance and shall
furnish the statements to the Procurement Officer upon request. These warranties shall
remain in effect through the term of the Contract. The Contractor and its subcontractors
shall also maintain Employment Eligibility Verification forms (1-9) as required by the
Immigration Reform and Control Act of 1986, as amended from time to time, for all
employees performing work under the Contract and verify employee compliance using the
E-verify system and shall keep a record • of the verification for the duration of the
SERIAL 13076-SS
employee's employment or at least three years, whichever is longer. 1-9 forms are available
for download at USCIS.GOV .
6.23.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph
6.23.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the
County's intent to inspect and shall make the documents available at the time and date
specified. Should the County suspect or find that the Contractor or any of its subcontractors
are not in compliance, the County will consider this a material breach of the contract and
may pursue any and all remedies allowed by law, including, but not limited to: suspension
of work, termination of the Contract for default, and suspension and/or debarment of the
Contractor. All costs necessary to verify compliance are the responsibility of the
Contractor.
6.24 CONTRACTOR LICENSE REQUIREMENT:
6.24.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and
fees necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental
or non-governmental entities as mandated to maintain compliance with and in good
standing for all permits and/or licenses. The Respondent shall keep fully informed of
existing and future trade or industry requirements, Federal, State and Local laws,
ordinances, and regulations which in any manner affect the fulfillment of a Contract and
shall comply with the same. Contractor shall immediately notify both Office of
Procurement Services and the using agency of any and all changes concerning permits,
insurance or licenses.
6.24.2 Respondents furnishing finished products, materials or articles of merchandise that will
require installation or attachment as part of the Contract, shall possess any licenses
required. A Respondent is not relieved of its obligation to posses the required licenses by
subcontracting of the labor portion of the Contract. Respondents are advised to contact
the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain
licensing requirements for a particular contract. Respondents shall identify which
license(s), if any, the Registrar of Contractors requires for performance of the Contract.
6.25 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
6.25.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his
or her knowledge and belief, that the Contractor, defined as the primary participant in
accordance with 45 CFR Part 76, and its principals:
6.28.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;
6.28.1.2 have not within 3-year period preceding this Contract been convicted of or
had a civil judgment rendered against them for coinmission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, or
performing a public (Federal, State or local) transaction or contract under a
public transaction; violation of Federal or State antitrust statues or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property;
6.28.1.3 are not presently indicted or otherwise criminally or civilly charged by a
government entity (Federal, State or local) with commission of any of the
offenses enumerated in paragraph (2) of this certification; and
6.2814 have not within a 3-year period preceding this Contract had one or more
public transaction (Federal, State or local) terminated for cause of default.
SERIAL 13076-SS
6.25.2 Should the Contractor not be able to provide this certification, an explanation as to why
should be attached to the Contact.
6.25.3 The Contractor agrees to include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors) and in all solicitations for
lower tier covered transactions related to this Contract.
6.26 GOVERNING LAW:
This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States
District Court for the District of Arizona, sitting in Phoenix, Arizona
6.27 ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor's license agreement, if
applicable, the terms of this Contract shall prevail.
6.28 INFLUENCE
As prescribed in MCI -1202 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct,
may be grounds for Disbarment or Suspension under MC1-902.
An attempt to influence includes, but is not limited to:
6.28.1 A Person offering or providing a gratuity, gift, tip, present, donation, money,
entertainment or educational passes or tickets, or any type valuable contribution or
subsidy,
6.28.2 That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.
If a Person attempts to influence any employee or agent of Maricopa County, the Chief
Procurement Officer, or his designee, reserves the right to seek any remedy provided by the
Maricopa County Procurement Code, any remedy in equity or. in the law, or any remedy provided
by this contract.
6.29 PUBLIC RECORDS:
All Offers submitted and opened are public records_and must be retained by the Records Manager
at the Office of Procurement Services. Offers shall be open to public inspection after Contract
award and execution, except for such Offers deemed to be confidential by the Office of
Procurement Services. If an Offeror believes that information in its Offer should remain
confidential, it shall indicate as confidential, the specific information and submit a statement with
its offer detailing the reasons that the information should not be disclosed. Such reasons shall
include the specific harm or prejudice which may arise. The Records Manager of the Office of
Procurement Services shall determine whether the identified information is confidential pursuant
to the Maricopa County Procurement Code.
6.30 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
6.30.1 Exhibit A, Pricing and Services;
6.30.2 Exhibit B, Standard Software Maintenance Agreement;
JAN 08 2014
CLERK OF THE BOARD
APPROVED AS TO FORM:
IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONTRACTOR
AUTHORIZED SIGNATURE
Keith Brakey, Director of Finance
PRINTED NAME AND TITLE
9888 West Belleview Ave #110, Littleton CO 80123
ADDRESS
11/19/2013
DATE
LEGAL COUNSEL
DATE
JAN 0 8 2014
DATE
Zec /
(3
DATE
Maricopa County Animal Control
Attn: Dan Schriek/Accounts Payable
2323 South 35th Avenue
Phoenix, AZ 85009 •
Date
Estimate #
6/27/2013
2636
SERIAL 13076-SS
EXHIBIT A
PRICING AND SERVICES
Description
Qty
Rate
Total
Chameleon/CMS Annual Support & Maintenance
1
24,000.00
24,000.00
*limited to 1 server and unlimited workstations and unlimited field service units.
Period Covered 8/1/2013-7/31/2014
Required annual WebLicensing/WebDonation Service Fee
1
2,880.00
2,880.00
*Period Covered 11/112013-10/31/2014
Annual Certified Data Connection Support & Maintenance for LockBox
1
960.00
960.00
*Period Covered 11/1/2013-10/31/2014
Annual Certified Data Connection Support & Maintenance for Custom Load
1
960.00
960.00
Program
*Period Covered 11/1/2013-10/31/2014
Annual Service Fee for Vet Import
1
1,920.00
1,920.00
*Period Covered 1/1/2014-1/1/2015
Estimated Vet Import Transaction Fees (Estimated 9,000 transactions per month for
108,000
0.79
85,320.00
12 month period)
Please return your license renewal form as soon as possible.
Subtotal
$116,040.00
Sales Tax (9.3%) woo
Total
$116,040.00
Phone #.
Fax #
E-mail
Web Site
800-459-8376
866-844-3924
Accounting@chameleonbeach.com
www.chameleonbeach.com
SERIAL 13076-SS
Maricopa County Animal Control
Attn: Dan Schriek/Accounts Payable
2323 South 35th Avenue
Phoenix, AZ 85009
Date Estimate #
6/27/2013 2638
Description
Qty
Rate
Total
Modify Vet Import to accommodate New Hope license transfers:
HLP will receive data files containing New Hope license transfer data submitted by
Maricopa County staff. Data files will include New Hope Group information (Person
ID, Person Name), Animal information (Tag Number, Animal ID, Animal Name,
Animal Breed, Microchip Number), and Adopter Information (Adopter Name,
Adoptor Phone, Adoptor Email, Adoptor Physical Address, Adoptor Mailing
Address). A separate secure login will be provided to use for uploading New Hope
license transfer data files.
HLP will modify LockBox Plus to facilitate New Hope license transfers. Records
will be retrieved based on Tag Number, Animal ID and New Hope Person ID.
Adopter data will be used to attempt to find a match with an existing person record
in Chameleon/CMS, if no match is found a new person record will be created.
Adopter record will be associated with license for remainder of the license term.
Estimated Vet Import Transaction Fees (Estimated 850 transactions per month for a
12 month period)
,
1
6,000.00
10,200
0.79
6,000.00
8,058.00
Price set for 60 days from date of quote. Terms are 'Net 30' with fees charged
monthly after 60 days.
Subtotal
$14,058.00
Sales Tax (9.3%) $0.00
Total $14,058.00
. Phone #
Fax #
E-mail
Web Site
800-459-8376
866-844-3924
Accounting@chameleonbeach.corn
www.chameleonbeach.com
SERIAL 13076-SS
EXHIBIT B
SOFTWARE MAINTENANCE AGREEMENTS
CHAMELEON / CMS SOFTWARE
LICENSE AGREEMENT
This is a legal and binding agreement between the Purchaser and HLP, INC. ("HLP"). The request of the Purchaser for the Chameleon
/ CMS Software Package ("CMS") and License, and the acceptance of payment for such by HLP, is an acceptance of these terms and
conditions.
I.
GRANT OF LICENSE and USE:
HLP shall grant Purchaser this License for use of CMS at the time of payment. HLP grants no software licenses
whatsoever, either explicitly or implicitly, except by full payment for the CMS Software. This license entitles the Purchaser
the right to install CMS on a single Server unit to be used by any number of Client Workstations. Additional Servers
require additional Licenses, except as stated under Terms and Restrictions. This License Agreement is with the
designated Purchaser only. This Purchaser may not rent, lease, give, sell or in any way transmit any part of the CMS
Software Package to an unauthorized, unlicensed entity. This is a non-exclusive, non-transferable license to the use of
CMS.
PAYMENT:
* Payment for CMS is defined as two parts: 1) Cost of initial License and 2) Support and Maintenance.
* The "Cost of initial License" is currently fixed at a published price and is a one time fee.
* The "Support and Maintenance" cost is figured by the size of the Purchaser's network, and this fee is billed monthly,
quarterly, or annually. The formula is a fixed amount for the Server plus a fixed amount for each client workstation that
uses CMS for daily operations. The amount changes as the numbers of workstations change unless the Purchaser is
paying for "unlimited" users. Annual increases in this fixed, published amount are limited to the "cost of living index".
* All of the above payment conditions must be met within 30 days of Invoice date. in order for the Purchaser to hold a
current, valid CMS License.
OWNERSHIP:
* Title to CMS 'shall remain with HLP. The CMS product name, software, documentation, and other material parts of the
CMS package are owned by HLP and may not be reproduced in any form, except as stated under Terms and
Restrictions. CMS Software contains the proprietary technology of HLP, INC.
* All modifications, additions, upgrades, and new versions provided for under Support and Maintenance are considered
part of this title and subject to the conditions of this License.
* Purchaser hereby acknowledges HLP's copyright of CMS regardless of whether the copyright notice appears on CMS or
whether it has been filed with the United States Copyright Office.
IV.
TERMS and RESTRICTIONS:
* The Purchaser shall receive an executable copy of CMS Software. The Purchaser may load, copy, or transmit CMS, in
whole or in part, only as is necessary for execution, backup, and hot standby.
* Purchaser may modify or merge CMS solely for execution by itself. Any part of this Software included in such
adaptations will continue to be subject to this License.
* HLP shall bill the Purchaser a Support & Maintenance FEE periodically using the formula under "Payment". This bill is
due and payable within thirty days of receipt.
* HLP reserves the right to revoke this License if the Support & Maintenance FEE becomes delinquent and is not
remedied 30 days after notification in writing. The Purchaser shall then cease use of CMS.
* Purchaser agrees not to reverse engineer, decompile, or disassemble CMS.
V.
MAINTENANCE:
HLP agrees to provide the following maintenance services:
* NEW VERSIONS: New Versions are major changes to the look or feel of CMS. All new versions are included and
guaranteed to all Purchasers.
* UPGRADES: As requests for improvements are accumulated from more than one Purchaser, they will be incorporated
into periodic upgrades. These upgrades are included and guaranteed to all Purchasers.
SERIAL 13076-SS
* DIAGNOSIS: Technical personnel will diagnose the cause of system problems and refer the Purchaser to the
appropriate avenue of correction. HLP shall correct the problem only if the cause is a bug in CMS.
* CORRECTIONS: Corrections in CMS code will be available to all Purchasers through the technical support office.
Corrections will be made as soon as possible after reported and prioritized as to urgency to CMS operations.
VI.
SUPPORT:
HLP agrees to provide the following support services:
* TECHNICAL SUPPORT LINE: This shall entitle the Purchaser faster access to a technical support person for questions
of high priority. Calls are answered during business days and hours and referred to the appropriate staff person.
Requests may be faxed or left on the message service when lines are busy or after hours. Evenings, weekends, and
holidays are available by pre-arrangement.
* SYSTEM to SYSTEM: When requested, HLP can provide the Purchaser direct support via modem and communication
software in real time.
* SYSTEM ON-LINE HELP: CMS contains comprehensive, context-sensitive, and hyper-texted HELP files that are
installed with the software and upgraded as needed.
* INTERNET WEB SITE: An internet site is available 24 hours and 7 days to registered Users. Questions, suggestions,
and comments may be posted to other Users or the HLP staff. Data can be uploaded and down loaded, all through a
local access call.
* PERSONNEL ON-SITE: If, for any reason, HLP cannot resolve the Purchaser's request by the means of support listed
above, and HLP deems the request critical, then HLP staff may visit the Purchaser's site to resolve the problem.
VII.
SOURCE CODE ESCROW:
*This License does not include or cover access in any way to the CMS Source Code.
* HLP has placed in escrow all current Source Code for CMS with an authorized escrow Agent.
*The Purchaser shall be entitled to claim a copy of the CMS Source Code under the terms and conditions set forth in the
Chameleon/CMS Source Code Escrow Agreement.
VIII.
LIMITED WARRANTY:
* HLP is the owner of CMS and has the right to grant the Purchaser this license to use the same without violating any
rights of any third party, and there is currently no actual or threatened suit by any such third party based on the alleged
violation of such right by HLP.
* HLP warrants that CMS will perform substantially in accordance with it's intended use.
* If CMS does not perform as represented and can not be remedied within a reasonable time, HLP will refund the initial
cost of this License only.
* HLP does not warrant performance of CMS if it is modified by persons other than the staff of HLP.
* HLP does not warrant that the execution of CMS will be uninterrupted or error free.
* HLP does not warrant that other software programs or computer hardware will not interfere with it's execution.
* HLP disclaims all other warranties, either expressed or implied.
IX.
LIABILITY:
Under this agreement, HLP's liability for damages to the Purchaser resulting from the use of CMS shall not exceed the
amount of the Purchaser's initial License. Under this agreement, HLP shall not be liable for any damages resulting from
loss of data or use, lost profits or revenue, or any incidental or consequential damages.
X.
TERMINATION:
HLP may terminate any License granted if Purchaser fails to observe this agreement, and such condition is not remedied
within thirty days after written notice has been given Purchaser. Purchaser will then destroy all copies and adaptations of
all versions of CMS and certify in writing that such has been done.
10/99
SERIAL 13076-SS
Chameleon / Public Access Software License Agreement
This is a legal and binding agreement between the Purchaser and HLP, INC.("HLP"). The request of the Purchaser for the Chameleon
/ PUBLIC ACCESS Software Package ("PUBLIC ACCESS") and License, and the acceptance of payment for such by HLP, is an
acceptance of these terms and conditions. The PUBLIC ACCESS package is composed of ChamCam, Knowledge Rocket, PaWWW,
PetLink, the integrated hardware, and their media products..
I.
GRANT OF LICENSE and USE:
HLP shall grant Purchaser this License for use of PUBLIC ACCESS at the time of payment. RLP grants no software licenses
whatsoever, either explicitly or implicitly, except by full payment for the PUBLIC ACCESS Software. This license entitles the
Purchaser the right to install PUBLIC ACCESS on a single. Server unit to be used by any number of Client Workstations. Additional
Clients require additional Licenses, except as stated under Terms and Restrictions. This License Agreement is with the designated
Purchaser only. This Purchaser may not rent, lease, give, sell or in any way transmit any part of the PUBLIC ACCESS Software
Package, or media products of this software, to an unauthorized, unlicensed entity. This is a limited, non-exclusive, non-transferable
license to the use of PUBLIC ACCESS.
PAYMENT:
* Payment for PUBLIC ACCESS is defined as two parts:
1) Cost of initial License and 2) Support and Maintenance.
* The "Cost of initial License" is currently fixed at a published price and is a one time fee.
* The "Support and Maintenance" cost is figured by the size of the Purchaser's network, and this fee is billed monthly, quarterly, or
annually. Each client workstation that uses PUBLIC ACCESS for daily operations pays the fixed fee. The total amount changes as
the numbers of workstations change unless the Purchaser is paying for "unlimited" users. Annual increases in this fixed, published
. amount are limited to the "cost of living index".
* All of the above payment conditions must be met witin 30 days of Invoice date in order for the Purchaser to hold a current, valid
PUBLIC ACCESS License.
OWNERSHIP:
* Title to PUBLIC ACCESS, and the media products from it, shall remain with HIT. The PUBLIC ACCESS product name, software,
documentation, media products, and other material parts of the PUBLIC ACCESS package are owned by HILP and may not be
reproduced in any form, except as stated under Terms and Restrictions. PUBLIC ACCESS Software, and its media products, contains
the proprietary technology of HLP, INC.
* All modifications, additions, upgrades, and new versions provided for under Support and Maintenance are considered part of this
title and subject to the conditions of this License.
* Purchaser hereby acknowledges HLP's copyright of PUBLIC ACCESS regardless of whether the copyright notice appears on
PUBLIC ACCESS or whether it has been filed with the United States Copyright Office.
IV.
TERMS and RESTRICTIONS:
* The Purchaser shall receive a executable copy of PUBLIC ACCESS Software and integrated hardware. The Purchaser may load,
copy, or transmit PUBLIC ACCESS, or its media products, in whole or in part, only as is necessary for execution, backup, and hot
standby.
* Purchaser may modify or merge PUBLIC ACCESS solely for execution by itself. Any part of this Software included in such
adaptations will continue to be subject to this License.
* Purchaser agrees to maintain necessary internet links to allow for a consolidated search of shelter data.
* HLP agrees to maintain a neutral, commercial free internet site for the sole purpose of achieving a consolidated search. All 'hits' are
immediately linked to the local Shelter home page.
* Images and data extracts created by PUBLIC ACCESS are intended for use by the Purchaser only. Transfer or sale of PUBLIC
ACCESS images by the PURCHASER to other non-licenses entities for commercial purposes is forbidden.
* HLP shall bill the Purchaser a Support & Maintenance FEE periodically using the formula under "Payment". This bill is due and
payable within thirty days of receipt.
* HLP reserves the right to revoke this License if the Support & Maintenance FEE becomes delinquent and is not remedied 30 days
after notification in writing. The Purchaser shall then cease use of PUBLIC ACCESS.
* Purchaser agrees not to reverse engineer, decompile, or disassemble PUBLIC ACCESS.
* Purchaser agrees to protect HLP proprietary information. Information, including, but not limited to, all database schema,
procedures, techniques, sounds, and images, may only be used by authorized, licensed entity.
V.
MAINTENANCE:
1-1LP agrees to provide the following maintenance services:
SERIAL 13076-SS
* NEW VERSIONS: New Versions are major changes to the look or feel of PUBLIC ACCESS. All new versions are included and
guaranteed to all Purchasers.
* UPGRADES: As requests for improvements are accumulated from more than one Purchaser, they will be incorporated into periodic
upgrades. These upgrades are included and guaranteed to all Purchasers.
* DIAGNOSIS: Technical personnel will diagnose the cause of system problems and refer the Purchaser to the appropriate avenue of
correction. HLP shall correct the problem only if the cause is a bug in PUBLIC ACCESS.
* CORRECTIONS: Corrections in PUBLIC ACCESS code will be available to all Purchasers through the technical support office.
Corrections will be made as soon as possible after reported and prioritized as to urgency to PUBLIC ACCESS operations.
VI.
SUPPORT:
HLP agrees to provide the following support services:
* TECHNICAL SUPPORT LINE: This shall entitle the Purchaser faster access to a technical support person for questions of high
priority. Calls are answered during businegs days and hours and referred to the appropriate staff person. Requests may be faxed or
left on the message service when lines are busy or after hours. Evenings, weekends, and holidays are available by pre-arrangement.
* SYSTEM to SYSTEM: When requested, HLP can provide the Purchaser direct support via modem and communication software in
real time.
* INTERNET WEB SITE: An internet site is available 24 hours and 7 days per week to registered Users. Questions, suggestions, and
comments may be posted to other Users or the BLP staff. Data can be uploaded and down loaded, all through a local access call.
* PERSONNEL ON-SITE: If, for any reason, 11LP cannot resolve the Purchaser's request by the means of support listed above, and
HLP deems the request critical, then HLP staff may visit the Purchaser's site to resolve the problem.
VII. LIMITED WARRANTY:
* HLP is the owner of PUBLIC ACCESS and has the right to grant the Purchaser this license to use the same without violating any
rights of any third party, and there is currently no actual or threatened suit by any such third party based on the alleged violation of
such right by HLP.
* HLP warrants that PUBLIC ACCESS will perform substantially in accordance with it's intended use.
* If PUBLIC ACCESS does not perform as represented and can not be remedied within a reasonable time, BLP will refund the initial
cost of this License only.
* HLP does not warrant performance of PUBLIC ACCESS if it is modified by persons other than the staff of HLP.
* HLP does not warrant that the execution of PUBLIC ACCESS will be uninterrupted or error free.
* HLP does not warrant that other software programs or computer hardware will not interfere with it's execution.
* HLP disclaims all other warranties, either expressed or implied.
VIII.
LIABILITY:
•
Under this agreement, HLP's liability for damages to the Purchaser resulting from the use of PUBLIC ACCESS shall not exceed the
amount of the Purchaser's initial License. Under this agreement, HLP shall not be liable for any damages resulting from loss of data or
use, lost profits or revenue, or any incidental or consequential damages.
IX.
TERMINATION:
HLP may terminate any License granted if Purchaser fails to observe this agreement, and such condition is not remedied within thirty
days after written notice has been given Purchaser. Purchaser will then destroy all copies and adaptations of all versions of PUBLIC
ACCESS and certify in writing that such has been done.
10/2002
SERIAL 13076-SS
CERTIFIED DATA CONNECTION
LICENSE AGREEMENT
This is a legal and binding agreement between the Purchaser and HLP, INC. ("HLP"). The request of the Purchaser for the custom
interface to Chameleon/cms Software and the Certified Data Connection (CDC) License, and the acceptance of payment for such by
HLP, is an acceptance of these terms and conditions.
I.
GRANT OF LICENSE and USE:
HLP shall grant Purchaser this License for the use of the CDC interface at the time of payment. HLP grants no licenses whatsoever,
either explicitly or implicitly, except by full payment. This License entitles the Purchaser the right to install the custom interface and
qualify for a certified data connection. This License Agreement is with the designated Purchaser only. This Purchaser may not rent,
lease, give, sell or in any way transmit any part of the CDC License to an unauthorized, unlicensed entity. This is a non-exclusive,
non-transferable license to the use of the CDC.
PAYMENT:
All payment conditions must be met in order for the Purchaser to hold a valid CDC License. Payment for CDC License is defined as
two parts:
* The one-time fee for the custom interface with Chameleon/cms Software.
* The annual fee for Support and Maintenance.
HI. OWNERSHIP:
* Title to the custom interface and the CDC License shall remain with HLP. The CDC product name, software, documentation, and
other material parts of the CDC package are owned by HLP and may not be reproduced in any form, except as stated under Terms and
Restrictions. CDC Software contains the proprietary technology of HLP, INC.
* All modifications, additions, upgrades, and new versions provided for under Maintenance and Support are considered part of this
title and subject to the conditions of this License.
* Purchaser hereby acknowledges HLP's copyright of the CDC regardless of whether the copyright notice appears on the CDC or
whether it has been filed with the United States Copyright Office.
IV.
TERMS and RESTRICTIONS:
* The Purchaser must hold and maintain a valid Chameleon/cms License for the term of this Agreement.
* The Purchaser shall received and install the tables, triggers, and SQL of the CDC interface. The Purchaser may load, copy, or
transmit CDC, in whole or in part, only as is necessary for execution, backup, and hot standby.
* HLP shall bill the Purchaser a Maintenance and Support fee annually. This bill is due and payable within thirty days of the annual
due date.
* HLP reserves the right to revoke this License if the Maintenance and Support fee becomes delinquent and is not remedied 30 days
after notification in writing. The Purchaser shall then cease use of the CDC interface.
* Purchaser agrees not to reverse engineer, decompile, disassemble or modify in any manner any part of the CDC interface.
* Purchaser agrees to take all necessary steps to protect knowledge of the CDC program processes, schema, and technology that are
proprietary and confidential to HILP from any and all non-licensed entities.
V.
MAINTENANCE and SUPPORT
HLP agrees to provide the following services under this License:
* UPGRADES: improvements in the CDC software code are included and subject to this License.
* DIAGNOSIS: Technical personnel will diagnose the cause of system problems and refer the Purchaser to the appropriate avenue of
correction. HLP shall correct the problem only if the cause is a bug in CDC.
* CORRECTIONS: Corrections in CDC code will be available to all Purchasers through the technical support office. Corrections
will be made as soon as possible after reported and prioritized as to urgency.
* TECHNICAL SUPPORT LINE: This entitles the Purchaser access to a technical support person for questions of high priority.
Calls are answered during business days and hours and referred to the appropriate staff person. Requests may be faxed or left on the
message service when lines are busy or after hours. Evenings, weekends, and holidays are available by pre-arrangement.
* SYSTEM to SYSTEM: When requested, HLP can provide the Purchaser direct support via communication software in real time.
SERIAL 13076-SS
* INTERNET WEB SITE: An internet site is available 24 hours and 7 days to registered Users. Questions, suggestions, and
comments may be posted to other Users or the HLP staff Data can be uploaded and down loaded, all through a local access call.
VI. SOURCE CODE ESCROW:
* This License does not include or cover access in any way to the CDC Source Code.
* HLP has placed in escrow all current Source Code for CDC with an authorized escrow Agent.
* The Purchaser shall be entitled to claim a copy of the CDC Source Code under the terms and conditions set forth in the
Chameleon/CDC Source Code Escrow Agreement.
VII. LIMITED WARRANTY:
* HIP is the sole owner of CDC and has the right to grant the Purchaser this license to use the same without violating any rights of
any third party, and there is currently no actual or threatened suit by any such third party based on the alleged violation of such right
by BLP.
* HLP warrants that CDC will perform substantially in accordance with ifs intended use.
* HLP does not warrant performance of CDC if it is modified by persons other than the staff of HLP.
* BLP does not warrant that the execution of CDC will be uninterrupted or error free.
* HLP does not warrant that other software programs or computer hardware will not interfere with it's execution.
* HLP disclaims all other warranties, either expressed or implied.
VIII LIABILITY:
Under this agreement, HLP's liability for damages to the Purchaser resulting from the use of CDC shall not exceed the amount of the
Purchaser's initial License. Under this agreement, I-ILP shall not be liable for any damages resulting from loss of data or use, lost
profits or revenue, or any incidental or consequential damages.
IX.
TERMINATION:
BLP may terminate any License granted if Purchaser fails to observe this agreement, and such condition is not remedied within thirty
days after written notice has been given Purchaser. Purchaser will then destroy all copies and adaptations of all versions of CDC and
the custom interface and certify in writing that such has been done.
03/05